10-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
	ACT OF 1934
	For the fiscal year ended December 31, 2007 or
o	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                     to                    

Commission file number: 000-25855

Elixir Gaming Technologies, Inc.

(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.)

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

(Address of principal executive offices, including zip code)

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

Securities to be registered under Section 12(b) of the Act:

Title of each class to be so registered	Name of each exchange on which registered
Common Stock	American Stock Exchange

Securities to be registered under Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
   Yes o  No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.
Yes o  No x

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 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 if disclosure of delinquent filers in response to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the 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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Act):

Large accelerated filer  o  Accelerated filer  o  Non-accelerated filer   o  Smaller reporting company   x

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

State the aggregate market value of voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter:  $71,867,413

State the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. 114,930,365 shares as of March 26, 2008.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE:  Elixir Gaming Technologies, Inc. a Nevada corporation, is amending its Annual Report on Form 10-K, as originally filed with the Securities and Exchange Commission on March 31, 2008, for purposes of providing the information required by Part III of Form 10-K, as such information will not be incorporated by reference to a proxy statement for the company’s 2008 Annual Meeting of Stockholders filed with the Securities and Exchange Commission within 120 days after December 31, 2007.   This amendment does not include items from the original Form 10-K that are not being hereby amended.

TABLE OF CONTENTS

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	1
Item 11.	Executive Compensation	4
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	9
Item 13.	Certain Relationships and Related Transactions, and Director Independence	12
Item 14.	Principal Accountant Fees and Services	16
PART IV
Item 15.	Exhibits and Financial Statement Schedules	17

PART III

ITEM  10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The names of our executive officers and directors and their ages, titles and biographies as of April 28, 2008 are set forth below:

Name	Age	Position
Gordon Yuen	50	Chairman of the Board of Directors, President  and Chief Executive Officer
Joe Pisano	50	Executive Vice President and Director
David Reberger	35	Treasurer, Chief Financial Officer, and Secretary
Lorna Patajo-Kapunan	55	Director
Maj. Gen. Paul A. Harvey	69	Director
Vincent L. DiVito	48	Director
Robert L. Miodunski	57	Director
Clarence (Yuk Man) Chung	45	Director
John W. Crawford, J.P.	65	Director

Our executive officers are appointed by, and serve at the discretion of, our board of directors. Each executive officer is a full-time employee. There is no family relationship between any of our executive officers or directors.

Gordon Yuen joined our board of directors in September 2007 and has served as chairman of the board and our president and chief executive officer since September 2007.  Mr. Yuen has served as chief executive officer of Elixir Group since 2002. Mr. Yuen has extensive experience in key management positions in IT companies and financial institutions, including Hong Kong Shanghai Bank (HSBC), American Express International and American Express Bank. Mr. Yuen graduated from York University, Ontario, Canada, with a Bachelor of Arts with a major in Business Administration.

Joe Pisano joined our board of directors in September 2007 and has served as our senior vice president since September 2007 and executive vice president since February 2008. Mr. Pisano has served as general manager of gaming for Elixir Group since August 2006. From March 2002 to July 2006, Mr. Pisano served as business development manager-Asia Pacific for IGT (Australia) Pty Ltd, a wholly-owned subsidiary of International Game Technology (NYSE:IGT), a designer, developer and manufacturer of microprocessor based gaming products. Mr. Pisano has a Masters degree in Business and Technology from the University of New South Wales in Australia.

David Reberger has served as our treasurer, chief financial officer and secretary since September 2007.   Mr. Reberger had served as a consultant to Elixir Group from August 2007 to September 2007. Between April 2001 and August 2007, Mr. Reberger served as a mergers and acquisitions adviser in the Sydney, Australia office of CIBC World Markets where he was an executive director and industry head of the Asia-Pacific gaming, lodging and leisure group.  Mr. Reberger is a qualified charted accountant and has a Bachelor and Master of Commerce from the University of New South Wales in Australia.

Lorna Patajo-Kapunan joined our board in September 2007 and she chairs our Nominating Committee. Ms. Patajo-Kapunan has served as a senior partner of Kapunan Lotilla Flores Garcia & Castillo Law Offices, a law firm located in Manila, Philippines, since October 2006. From October 2001 to September 2006, Ms. Patajo-Kapunan served as a partner of Roco Kapunan Migallos & Luna Law Offices, also a Manila based law firm.

Major General Paul Harvey joined our board in October 2005 and he chairs our Conflicts and Compliance Committee. Since November 2007, General Harvey has served as president and chief executive officer of

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the Pearl River Resort, the largest gaming and resort property in the State of Mississippi.  General Harvey spent 32 years on active duty in the United States Air Force where he held numerous command positions throughout the United States, Europe, Africa and the Middle East. Following retirement, he was the executive director of the Mississippi Gaming Commission from 1993 through 1998. General Harvey serves on the board of directors of the National Center for Responsible Gaming. General Harvey also serves on the boards of directors of Riviera Holdings Corporation and Progressive Gaming International Corp, both of which are publicly held companies.

Vincent DiVito joined our board in October 2005 and he chairs our Audit Committee. Mr. DiVito has served as chief financial officer and treasurer of Lonza America, Inc., a global life sciences chemical business headquartered in Allendale, New Jersey, since September 2000 and as president of Lonza America, Inc. since January 2008.  Lonza America, Inc. is part of Lonza Group, whose stock is traded on the Swiss Stock Exchange.  From 1990 to September 2000, Mr. DiVito was employed by Algroup Wheaton, a global pharmaceutical and cosmetics packaging company, first as its Director of Business Development and later as its vice president and chief financial officer. Mr. DiVito is a certified public accountant and certified management accountant. Mr. DiVito is a member of the board of directors of Riviera Holdings Corporation, a publicly held company.

Robert Miodunski joined our board in November 2005 and he chairs our Compensation Committee. Since 2004, Mr. Miodunski has acted as a consultant to the board of directors and management of Bally Technologies, Inc., formerly known as Alliance Gaming Corporation. Mr. Miodunski was president and chief executive officer of Bally Technologies from 1999 through 2004. From 1994 until 2002, Mr. Miodunski served as President of United Coin Machine Company, a subsidiary of Bally Technologies.

Clarence (Yuk Man) Chung joined our board in October 2007. Mr. Chung has been the executive director of Melco International Development Ltd since May 2006 and the chief operating officer since July 2006. Mr. Chung joined Melco in December 2003 and assumed the role of the chief financial officer. Prior to joining Melco, he had been the director and chief financial officer with Megavillage Group, a vice president at Lazard Asia managing an Asian buy-out fund from 1998 to 2000, and a vice-president at Pacific Century Regional Development Limited, a Singapore listed company with businesses in infrastructure, financial services and technology. Mr. Chung holds a Master of Business Administration degree from Kellogg School of Management of Northwestern University and is a qualified accountant in the United Kingdom and Hong Kong.

John Crawford joined our board in November 2007.  Mr. Crawford has been the chairman of International Quality Education Limited since February 2002.  Since 1997, Mr. Crawford has been the managing director of Crawford Consultants Limited, a company he founded which helps companies in the identification of acquisition opportunities and provides support assistance in that regard.  Prior to that, Mr. Crawford was a founding partner of the Hong Kong office of Ernst & Young where he acted as engagement or review partner for many public companies and banks before he retired from practice in 1997.  Mr. Crawford is a member of the Hong Kong Institute of Certified Public Accountants, a member and honorary president of the Macau Society of Certified Practising Accountants, and a member of the Canadian Institute of Chartered Accountants.  Mr. Crawford also serves on the boards of directors and is chairman of the audit committees of e-Kong Group Limited and Titan Petrochemicals Group Limited, both of which are listed on the Hong Kong Stock Exchange.  He is also on the board of directors and chairman of the audit committee of Regal Portfolio Management Limited, which manages the Regal Real Estate Investment Trust, the units of which are listed on the Hong Kong Stock Exchange.

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Additional Information About our Board and its Committees

We continue to monitor the rules and regulations of the SEC and the American Stock Exchange to ensure that a majority of our board remains composed of “independent” directors. All of our directors except Gordon Yuen, Joe Pisano and Clarence Chung are considered by our board of directors to be “independent” as defined in Section 803(2)  of the American Stock Exchange Company Guide.  Our board of directors has formed an audit committee, a nominating committee, and a compensation committee, all of which operate under written charters.  Each of the members of our board committees are considered by our board of directors to be “independent” as defined in Section 803(2)  of the AMEX Company Guide.

Audit Committee

During fiscal 2007, our audit committee was initially comprised of Vincent DiVito, Robert Miodunski and Maj. Gen. Paul Harvey.  In November 2007 John Crawford was appointed to serve on the audit committee.  Mr. DiVito serves as the audit committee chair.  Our audit committee has the responsibility of selecting the firm that will serve as our independent public accountants, approving and reviewing the scope and results of the audit and any non-audit services provided by the independent public accountants and meeting with our financial staff to review internal control, procedures and policies.

We have identified Mr. DiVito as the audit committee financial expert. Mr. DiVito is the chief financial officer of Lonza America and he is also a certified public accountant and a certified management accountant. All members of our audit committee are independent, as independence for audit committee members is defined in Section 803(2) of the AMEX Company Guide. In addition, Mr. Miodunski, General Harvey and Mr. Crawford each meet the definition of “financially sophisticated” as defined in Section 803(2) of the AMEX Company Guide.

Compensation Committee

During fiscal 2007, our compensation committee was initially comprised of Maj. Gen. Paul Harvey, Vincent DiVito, and Robert Miodunski.  Mr. Miodunski serves as compensation committee chair.  In September 2007, Ms. Kapunan was appointed to serve on our compensation committee.  Our compensation committee has the responsibility of setting executive compensation guidelines, administering our stock incentive plans, and approving compensation of our executive officers and members of the board of directors.  In determining the compensation to be paid to our executive officers, our compensation committee took into consideration the recommendations of Pure Compensation LLC, an independent compensation consulting firm retained directly by the compensation committee, and our chief executive officer.

Compensation Committee Interlocks and Insider Participation

No member of our board of directors is employed by us or our subsidiaries except for Gordon Yuen, who is presently employed as our president and chief executive officer, and Joe Pisano, who is presently employed as our executive vice president.  None of our executive officers serve on the board of directors of another entity, one of whose executive officers serves on the compensation committee of our board of directors.

Code of Ethics

We have adopted a Code of Ethics that applies to our directors and employees (including our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions), and have filed our Code of Ethics as an exhibit to our annual report on

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Form 10-KSB for the year ended December 31, 2003 filed with the SEC on March 30, 2004.  If we make any substantive amendments to our Code of Ethics or grant any waivers, including any implicit waiver, from a provision of the code to our chief executive officer, chief financial officer or chief accounting officer or corporate controller, we will disclose the nature of such amendments or waivers on that website or in a report on Form 8-K.

ITEM 11.EXECUTIVE COMPENSATION.

Summary Compensation Table

The following table sets forth the compensation awarded to, earned by or paid to, our then chief executive officer during the fiscal year ended December 31, 2007 and our other two highest paid executive officers earning in excess of $100,000 for services rendered in all capacities at the end of the fiscal year ended December 31, 2007.  Mr. Newburg served as our chief executive officer from September 2005 to September 10, 2007.  Mr. Yuen, Mr. Pisano and Mr. Reberger commenced their employment with us on September 10, 2007.

Name and Principal  Position(a)	Year  (b)	Salary  ($)  (c)	Bonus  ($) (d)	Option Awards ($) (e)	All Other  Compensation  (f)	Total  (g)
Gordon Yuen, CEO	2007	115,032	350,000	194,013	18,500	677,545
	2006	—	—	—	—	—
Joe Pisano, Executive VP	2007	89,855	195,000	87,306	27,056	399,217
	2006	—	—	—	—	—
David Reberger, CFO	2007	84,792	195,000	32,335	18,500	330,627
	2006	—	—	—	—	—
Mark Newburg, CEO	2007	320,192	151,500	209,540	11,343	692,575
	2006	286,538	150,000	282,976	33,571	753,085

The dollar amounts in column (e) reflect the dollar amounts recognized for financial statement reporting purposes for the fiscal years ended December 31, 2007 and 2006, in accordance with FAS 123(R). Assumptions used in the calculation of these amounts are included in footnote (1) to our audited financial statements for the fiscal year ended December 31, 2007 included in our annual report on Form 10-K for the year ended December 31, 2007 filed with the SEC on March 31, 2008.

Narrative Disclosure to Summary Compensation Table

Gordon Yuen

The options awarded to Mr. Yuen during 2007 include options to purchase 3,072,269 shares of our common stock as set forth in the table, “Outstanding Equity Awards at Fiscal Year-End,” below.  In January 2008, the compensation committee of our board of directors approved the following compensation for Mr. Yuen, the terms of which are expected to be included in a written employment agreement to be entered into between us and Mr. Yuen:

·an annual salary of $425,000;

·an annual cash bonus of up to $150,000 payable upon the achievement of certain objectives set by our compensation committee;

·a housing allowance of $5,000 per month for so long as Mr. Yuen maintains a home in Hong Kong;

·options to purchase up to 672,269 shares at an exercise price of $4.59 which vest in three equal annual installments commencing on November 14, 2008; and

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·options to purchase up to 1.2 million shares of common stock at exercise prices ranging from $3.50 to $7.50 per share and vesting in three equal annual installments commencing on February 12, 2009.

Joe Pisano

The options awarded to Mr. Pisano during 2007 include options to purchase 1,876,135 shares of our common stock as set forth in the table, “Outstanding Equity Awards at Fiscal Year-End,” below.  In January 2008, the compensation committee of our board of directors approved the following compensation for Mr. Pisano, the terms of which are expected to be included in a written employment agreement to be entered into between us and Mr. Pisano:

·an annual salary of $300,000;

·an annual cash bonus of up to $87,500 payable upon the achievement of certain objectives set by our compensation committee;

·a housing allowance of $5,000 per month for so long as Mr. Pisano maintains a home in the Philippines and an education allowance of $2,500 per child for up to two children until the child reaches grade 12;

·options to purchase up to 336,135 shares at an exercise price of $4.59 which vest in three equal annual installments commencing on November 14, 2008; and

·options to purchase up to one million shares of common stock at exercise prices ranging from $3.50 to $7.50 per share and vesting in three equal annual installments commencing on February 12, 2009.

David Reberger

The options awarded to Mr. Reberger during 2007 include options to purchase 1,536,135 shares of our common stock as set forth in the table, “Outstanding Equity Awards at Fiscal Year-End,” below.  In January 2008, the compensation committee of our board of directors approved the following compensation for Mr. Reberger, the terms of which are expected to be included in a written employment agreement to be entered into between us and Mr. Reberger:

·an annual salary of $275,000;

·an annual cash bonus of up to $87,500 payable upon the achievement of certain objectives set by our compensation committee;

·a housing allowance of $5,000 per month for so long as Mr. Reberger maintains a home in Australia;

·options to purchase up to 336,135 shares at an exercise price of $4.59 which vest in three equal annual installments commencing on November 14, 2008; and

·options to purchase up to one million shares of common stock at exercise prices ranging from $3.50 to $7.50 per share and vesting in three equal annual installments commencing on February 12, 2009,

Mark Newburg

On September 29, 2005, we entered into a two year employment agreement with Mr. Newburg, the terms of which provided for:

·an annual salary of $250,000;

·a signing bonus of $75,000 split in two equal payments to be made on the signing of the employment agreement and on December 15, 2005;

·750,000 stock options priced at $1.34 which shall vest and first become exercisable upon a change of control;

·in the event of a change of control, a payment equal to 12 months base salary in effect on the date of the change of control and an amount equal to 50% of his annual base pay (however, Mr. Newburg

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waived any change in control payment triggered by the transactions under the Participation Agreement); and

·annual bonuses of up to 50% of his salary provided certain performance milestones are met.

In April 2006, Mr. Newburg’s annual salary was increased to $300,000 and Mr. Newburg was granted an additional option to purchase 300,000 shares of our common stock at an exercise price of $2.48 per share. In March 2007, Mr. Newburg’s annual salary was increased to $325,000. Additionally, he received a $151,500 bonus and was granted an additional option to purchase 200,000 shares of our common stock at an exercise price of $2.40 per share.

Mr. Newburg was also entitled to certain perquisites, including the ability to participate in, at our expense, whatever employee benefit plans (medical, dental, vision) we maintain. Additionally, we reimbursed Mr. Newburg for all out-of-pocket medical, dental and vision expenses not paid under the benefit plans.  In 2006 and 2007, these health benefits amounted to $15,304 and $11,343 and are included in column (f) in the above table.

Outstanding Equity Awards at Fiscal Year-End

Option Awards

Name (a)	Number of  Securities  Underlying  Unexercised  Options (#) Exercisable  (b)		Number of  Securities  Underlying  Unexercised  Options (#)  Unexercisable (c)		Equity  Incentive  Plan  Awards: Number of Securities  Underlying Unexercised Unearned  Options (#)  (d)	Option  Exercise  Price  ($)  (e)		Option Expiration  Date  (f)
Gordon Yuen	400,000	(1)	800,000	(1)		$	2.90	05/17/12
			400,000	(2)		3.50		02/12/13
			200,000	(2)		4.00		02/12/13
			200,000	(2)		5.50		02/12/13
			200,000	(2)		6.50		02/12/13
			200,000	(2)		7.50		02/12/13
			672,269	(3)		4.59		11/14/17
Joe Pisano	180,000	(4)	360,000	(4)		2.90		05/17/12
			200,000	(5)		3.50		02/12/13
			200,000	(5)		4.00		02/12/13
			200,000	(5)		5.50		02/12/13
			200,000	(5)		6.50		02/12/13
			200,000	(5)		7.50		02/12/13
			336,135	(6)		4.59		11/14/17
David Reberger	66,666	(7)	133,334	(7)		2.90		05/17/12
			200,000	(5)		3.50		02/12/13
			200,000	(5)		4.00		02/12/13
			200,000	(5)		5.50		02/12/13
			200,000	(5)		6.50		02/12/13
			200,000	(5)		7.50		02/12/13
			336,135	(6)		4.59		11/14/17

(1) We granted Mr. Yuen 1,200,000 options as of September 10, 2007. The options vest and become exercisable annually in 400,000 share installments over three years starting on May 17, 2008.

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(2)	We granted Mr. Yuen 1,200,000 options as of April 4, 2008. The options vest and become exercisable as follows: 399,997 options vest on February 12, 2009; 400,001 options vest on February 12, 2010; and the final 400,002 options vest on February 12, 2011.
(3)	The options vest and become exercisable as follows: 224,089 options vest on November 14, 2008; 224,089 options vest on November 14, 2009; and the final 224,091 options vest on November 14, 2010.
(4)	We granted Mr. Pisano 540,000 options as of September 10, 2007. The options vest and become exercisable annually in 189,000 share installments over three years starting on May 17, 2008.
(5)	We granted the reporting person 1,000,000 options as of April 4, 2008.  The options vest and become exercisable as follows: 333,330 options vest on February 12, 2009; 333,335 options vest on February 12, 2010; and the final 333,335 options vest on February 12, 2011.
(6)	The options vest and become exercisable as follows: 112,045 options vest on November 14, 2008; 112,045 options vest on November 14, 2009; and the final 112,045 options vest on November 14, 2010.
(7)	We granted Mr. Reberger 200,000 options as of September 10, 2007. The options vest and become exercisable annually in three equal installments over three years starting on May 17, 2008.

Director Compensation Table

Name	Fees  Earned  or Paid in Cash  ($) (b)	Stock  Awards  ($) (c)	Option  Awards  ($) (d)(1)	Non-Equity  Incentive Plan Compensation  ($)  (e)	Change in  Pension  Value and  Nonqualified Deferred  Compensation Earnings  ($)  (f)	All Other  Compensation ($)  (g)	Total ($)  (h)
Vincent DiVito	45,500	154,000	17,643	—	—	—	217,143
Paul Harvey	22,500	154,000	17,643	—	—	—	194,143
Robert Miodunski	22,500	154,000	17,643	—	—	—	194,143
Lorna Patajo-Kapunan	—	—	14,662	—	—	—	14,662
Clarence Chung	—	—	32,335	—	—	—	32,335
John Crawford	—	—	—	—	—	—	—

The dollar amounts in column (d) reflect the dollar amount recognized for financial statement reporting purposes for the fiscal year ended December 31, 2007, in accordance with FAS 123(R). Assumptions used in the calculation of these amounts are included in footnote (1) to our audited financial statements for the fiscal year ended December 31, 2007 included in our annual report on Form 10-K for the year ended December 31, 2007 filed with the SEC on March 31, 2008.

Non-employee members of our board of directors received an initial grant of 100,000 options and, effective as of November 2007, an annual grant of 30,000 options. The exercise price of such options is the market price of our common stock on the date of grant. Our directors are reimbursed for their out-of-pocket expenses related to their services as directors or meeting attendances. Commencing November 2007, members of our board of directors that are not employees receive a quarterly fee of $15,000. The chairman of our audit committee receives an additional $7,500 per quarter. In addition, upon joining the board, Messrs. DiVito, Harvey and Miodunski each received options to purchase 100,000 shares of common stock at an exercise price of $1.34 per share over a three year term pursuant to our Amended and Restated 1999 Stock Option Plan; and each received a grant of 50,000 shares of common stock which accrued in increments of 10,000 shares over the five fiscal quarters beginning in September 2005.

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SEC Position on Certain Indemnification Arrangements

Our articles of incorporation obligate us to indemnify our directors and officers to the fullest extent permitted under Nevada law. Chapter 78 of the Nevada Revised Statutes provides for indemnification by a corporation of costs incurred by directors, employees, and agents in connection with an action, suit, or proceeding brought by reason of their position as a director, employee, or agent. The person being indemnified must have acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers or persons controlling us pursuant to the provisions contained in our amended and restated articles of incorporation, our amended and restated bylaws, Nevada law or otherwise, we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. If a claim for indemnification against such liabilities, other than the payment by us of expenses incurred or paid by one of our directors, officers or controlling persons in the successful defense of any action, suit, or proceeding, is asserted by such director, officer or controlling person, we will, unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed by the final adjudication of this issue.

Indemnification Agreements

We have entered into indemnification agreements with members of our board of directors and certain other employees in which we agreed to hold harmless and indemnify such directors, officers and employees to the fullest extent authorized under Nevada law, and to pay any and all related expenses reasonably incurred by the indemnitee. The relevant members of our board of directors are Gordon Yuen, Joe Pisano, Lorna Patajo-Kapunan, Vincent L. DiVito, Maj. Gen. Paul A. Harvey, Robert L. Miodunski, Clarence Chung and John Crawford.

Section 16(A) Beneficial Ownership Reporting Compliance

Rules adopted by the SEC under Section 16(a) of the Securities Exchange Act of 1934, or the Exchange Act, require our officers and directors, and persons who own more than 10% of the issued and outstanding shares of our equity securities, to file reports of their ownership, and changes in ownership, of such securities with the SEC on Forms 3, 4 or 5, as appropriate. Such persons are required by the regulations of the SEC to furnish us with copies of all forms they file pursuant to Section 16(a).

Based solely upon a review of Forms 3, 4 and 5 and amendments thereto furnished to us during our most recent fiscal year, and any written representations provided to us, we believe that all of the officers, directors, and owners of more than ten percent of the outstanding shares of our common stock complied with Section 16(a) of the Exchange Act for the year ended December 31, 2007, except as follows:

•James Crabbe, our former chairman of the board, conducted a late filing of Form 4 to report the grant of options;

•Vincent DiVito, a member of our board of directors, conducted two late filings of Form 4 to report the grant of options;

•Paul Harvey, a member of our board of directors, conducted two late filings of Form 4 to report the grant of options;

•Robert Miodunski, a member of our board of directors, conducted two late filings of Form 4 to report the grant of options;

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•Mark Newburg, at the time our chief executive officer, conducted a late filing of Form 4 to report the grant of options;

•Arnaldo Galassi, at the time our chief financial officer, conducted a late filing of Form 4 to report the grant of options;

•Peter Zee, at the time our executive vice president, conducted two late filings of Form 4 to report the grant of options;

•Clarence Chung, a member of our board of directors, conducted a late filing of Form 3 to report his election to our board of directors; and

•Elixir Group and its ultimate parent corporation, Melco International Development Ltd. conducted a late filing of Form 4 to report Elixir Group’s cancellation of options and receipt of common shares pursuant to the Exchange Agreement.

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The table below sets forth the beneficial ownership of our common stock, as of April 18, 2008, by:

•All of our directors and executive officers, individually;

•All of our directors and executive officers, as a group; and

•All persons who beneficially owned more than 5% of our outstanding common stock.

The beneficial ownership of each person was calculated based on 114,956,667 shares of our common stock outstanding as of April 18, 2008, according to the record ownership listings as of that date, the beneficial ownership reports filed by 5% beneficial owners with the SEC and the verifications we solicited and received from each director and executive officer. The SEC has defined “beneficial ownership” to mean more than ownership in the usual sense. For example, a person has beneficial ownership of a share not only if he owns it in the usual sense, but also if he has the power to vote, sell or otherwise dispose of the share. Beneficial ownership also includes the number of shares that a person has the right to acquire within 60 days of April 18, 2008, pursuant to the exercise of options or warrants or the conversion of notes, debentures or other indebtedness, but excludes stock appreciation rights. Two or more persons might count as beneficial owners of the same share. Unless otherwise noted, the address of the following persons listed below is c/o Elixir Gaming Technologies, Inc., 6650 Via Austi Parkway, Suite 170, Las Vegas, Nevada 89119.

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Name of Director, Executive Officer or Nominee	Shares(1)		Percentage
Gordon Yuen	400,000	(2)	*
Joe Pisano	180,000	(2)	*
David Reberger	66,666	(2)	*
Paul A. Harvey	165,000	(3)	*
Vincent L. DiVito	165,000	(3)	*
Robert L. Miodunski	100,000	(4)	*
Lorna Patajo-Kapunan	115,000	(2)	*
Clarence Chung	166,666	(2)	*
John Crawford	100,000	(2)	*
All directors and executive officers as a group (9 persons)	1,458,332		1.3	%
* Less than one percent

Name and Address of 5% Holder
Elixir Group Limited 38/F, The Centrium 60 Wyndham Street Central, Hong Kong	55,800,000	(5)	44.7	%
Strata Capital Management LP 9665 Wilshire Blvd, Suite 505 Beverly Hills, CA 90212	9,803,320		8.5	%
James E. Crabbe 1305 SW Myrtle CT Portland, OR  97201	6,106,073	(6)	5.3	%

(1)	Unless otherwise noted, the persons identified in this table have sole voting and sole investment power with regard to the shares beneficially owned by them.
(2)	Represents common shares issuable upon the exercise of stock options.
(3)	Includes 50,000 shares held directly and 115,000 shares issuable upon the exercise of stock options.
(4)	Includes 50,000 shares held directly and 50,000 shares issuable upon the exercise of stock options.
(5)	Includes 10 million shares underlying vested and immediately exercisable warrants.  Does not include 66,000,000 shares underlying unvested warrants or the 26.4 million shares issuable upon cancellation of those warrants pursuant to the terms of the Securities Amendment and Exchange Agreement dated October 21, 2007 between us and Elixir Group.  The shares are owned directly by Elixir Group, which is the indirect wholly-owned subsidiary of Melco International Development Limited. Melco is the indirect beneficial owner of the reported securities.
(6)	Includes 3,565,056 shares held directly by Mr. Crabbe, 80,600 shares issuable upon the exercise of stock options and 2,460,407 shares held by Mr. Crabbe, as Trustee of the James E. Crabbe Revocable Trust.

Change in Control

On September 10, 2007, we underwent a change in control and a resultant change in our business model pursuant to a Securities Purchase and Product Participation Agreement (“Participation Agreement”) dated June 12, 2007 between us and Elixir Group.  At the initial closing, we issued to Elixir Group 25 million shares of our common stock and warrants to purchase an additional 88 million shares of our common stock. On September 13, 2007, we issued an additional 15 million shares of our common stock to Elixir Group pursuant to the Participation Agreement based on Elixir Group’s placement of additional electronic gaming machines. Based on the aforementioned issuances, as of September 13, 2007, we had 77,552,301

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shares of our common stock issued and outstanding, of which 41 million (or 52.9%) were held by Elixir Group.  The transactions under the Participation Agreement were approved by our stockholders at a special meeting of stockholders held on September 10, 2007.

In conjunction with our October 2007 private placement of common shares, in October 2007 we entered into a Securities Amendment and Exchange Agreement (the “Exchange Agreement”) with Elixir Group, pursuant to which we agreed to issue to Elixir Group up to 31.2 million shares of our common stock in exchange for Elixir Group’s cancellation of up to 78 million of the 88 million warrants it received under the above-described Participation Agreement.  At our annual meeting of shareholders held on December 17, 2007, a majority of our voting shares (excluding shares held by Elixir Group) voted to approve the Exchange Agreement and our issuance of common shares to Elixir Group in exchange for its cancellation of warrants.

The initial closing under the Exchange Agreement occurred on December 17, 2007, at which time we issued 4.8 million shares of our common stock to Elixir Group in exchange for its cancellation of 12 million warrants that had vested and were exercisable.  The remaining 66 million warrants subject to the Exchange Agreement are unvested as of the date of this report and their exercise is subject to the achievement of certain performance milestones with respect to the placement of electronic gaming machines pursuant to the Participation Agreement.  Pursuant to the Exchange Agreement, Elixir Group will cancel the remaining 66 million warrants, subject to their vesting, in return for our issuance of common shares at the rate of one common share for every 2.5 warrants cancelled, or a total of 26.4 million common shares if all of the 66 million warrants vest.

Immediately following the initial closing of the transactions under the Participation Agreement, Elixir Group controlled a majority of our outstanding capital stock.  After giving effect to our sale of 31 million shares of common stock in private placements conducted in October and December 2007 and the initial closing under the Exchange Agreement, Elixir Group’s percentage ownership of our company as of the date of this report has decreased to 44.7% of our outstanding capital stock, however Elixir Group remains a principal stockholder of our company and retains 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.

Pursuant to the Participation Agreement, Elixir Group was entitled to appoint to our board no less than three directors as of the initial closing under the Participation Agreement. The Participation Agreement further provides that Elixir Group will at all times be entitled to appoint to our board of directors a pro rata share of the authorized members of our board based on Elixir Group’s percentage ownership of our outstanding common shares.  At least one Elixir Group nominee is entitled to serve on each committee of our board, provided, such Elixir Group nominee satisfies the applicable independence requirements. At the September 10, 2007 special meeting of stockholders, our stockholders voted to approve the election to our board of directors the following nominees of Elixir Group: Gordon Yuen, Joe Pisano, and Lorna Patajo-Kapunan.  Ms. Kapunan was also appointed to the compensation and nominating committees of our board of directors, and serves as chairperson of our nominating committee.  In October 2007, Elixir Group nominated to our board of directors Mr. Clarence Chung pursuant to its nominating rights set forth in the Participation Agreement.

Pursuant to the Participation Agreement, Elixir Group has agreed that until the second anniversary of the closing, the pre-closing shareholders of our company will be entitled to the benefit of continued representation on our board of directors of at least two of the three independent directors serving on the board prior to the closing. The three independent directors serving on our board prior to the closing were Vincent DiVito, Robert Miodunski and Maj. Gen. Paul Harvey, each of whom continues to serve on our board as of the date of this report.  In the event of the resignation, termination or death of any two pre-closing independent directors, the remaining pre-closing independent director shall be entitled to name a

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replacement.  At least one of the pre-closing independent directors shall be entitled to serve on each committee of our board of directors, provided such director satisfies the applicable independence requirements.

Equity Compensation Plan Information

We have two stock options plans, the Amended and Restated 1999 Stock Option Plan and the Amended and Restated 1999 Directors’ Stock Option Plan, under which 15,000,000 shares and 300,000 shares are authorized, respectively, and both of which have been approved by our stockholders.  Pursuant to these stock option plans, as of December 31, 2007, there were options outstanding to purchase 3,218,369 shares of our common stock with a weighted average exercise price per share of $2.04 and options remaining to purchase 9,598,738 shares of our common stock.  In September 2007, our stockholders approved the issuance of options to purchase five million shares of our common stock pursuant to the initial closing of the transactions under the Participation Agreement to certain employees and non-employees.  Each option had an exercise price of $2.90 per share and will vest over a three-year period and have a five-year term.

The following table sets forth certain information as of December 31, 2007 about our stock option plans under which our equity securities are authorized for issuance.

Plan Category	(a) Number of Securities  to be Issued Upon  Exercise of  Outstanding  Options, Warrants  and Rights	(b) Weighed-Average  Exercise Price of  Outstanding  Options,  Warrants and  Notes Rights		(c) Number of Securities  Remaining Available for Future Issuance Under  Equity Compensation  Plans  (Excluding Securities  Reflected In Column (A))
Equity compensation plans approved by security holders	8,218,369	$	2.56	9,598,738
Equity compensation plans not approved by security holders	—	—		—
Total	8,218,369	$	2.56	9,598,738

The first column reflects outstanding stock options to purchase (i) 3,098,769 shares of common stock pursuant to our Amended and Restated 1999 Stock Option Plan, (ii) 119,600 shares of common stock pursuant to our Amended and Restated 1999 Directors’ Stock Option Plan and (iii) five million shares of common stock pursuant to the options approved our stockholders in September 2007.

The third column reflects 9,573,738 shares remaining for issuance under our Amended and Restated 1999 Stock Option Plan and 25,000 shares available under our Amended and Restated 1999 Directors’ Stock Option Plan.

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Transaction Review

We have adopted a policy that any transactions with directors, officers or entities of which they are also officers or directors or in which they have a financial interest, will only be on terms consistent with industry standards and approved by a majority of the disinterested directors of our board. Our bylaws provide that no such transactions by us shall be either void or voidable solely because of such relationship or interest of directors or officers or solely because such directors are present at the meeting of our board

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or a committee thereof which approves such transactions, or solely because their votes are counted for such purpose if:

•The fact of such common directorship or financial interest is disclosed or known by our board or committee and noted in the minutes, and our board or committee authorizes, approves or ratifies the contract or transaction in good faith by a vote for that purpose without counting the vote or votes of such interested directors; or

•The fact of such common directorship or financial interest is disclosed to or known by the stockholders entitled to vote, and they approve or ratify the contract or transaction in good faith by a majority vote or written consent of stockholders holding a majority of the shares of common stock entitled to vote (the votes of the interested directors or officers shall be counted in any such vote of stockholders); or

•The contract or transaction is fair and reasonable to us at the time it is authorized or approved.

In addition, interested directors may be counted in determining the presence of a quorum at a meeting of our board or a committee thereof that approves such transactions. If there are no disinterested directors, we shall obtain a majority vote of the stockholders approving the transaction.

With regard to transactions between us and our principal stockholder, Elixir Group, pursuant to the Participation Agreement, our board of directors has established a committee of the board, known as the conflicts and compliance committee, made up exclusively of at least three members of our board who satisfy the independence requirements of AMEX Section 803(2) and meet the criteria for independence as set forth in Rule 10A-3(b)(1) under the Exchange Act, and who are not then, and during the two years prior to their appointment or election have not been, an officer, director, employee of or consultant or advisor to Elixir Group or any affiliate of Elixir Group. Elixir Group has the right to appoint at least one representative to the conflicts and compliance committee if that person satisfies the foregoing criteria. The conflicts and compliance committee operates under a charter, pursuant to which the conflicts and compliance committee has the power to veto any agreement or transaction between us and Elixir Group or any of its affiliates involving an aggregate amount in excess of $200,000 and that has been approved by our board of directors.

The conflicts and compliance committee charter shall not be amended or modified unless (i) such amendment or modification has been approved and recommended by a majority of the members of the conflicts and compliance committee and (ii) at least five business days preceding the effective date of such amendment or modification we have filed with the SEC a current report on Form 8-K that accurately and fully discloses the proposed amendment or modification and the basis for the conflicts and compliance committee’s recommendations.

Elixir Group Transactions

Participation Agreement

As more fully described under the caption “Security Ownership of Certain Beneficial Owners and Management - Change of Control” on page 10, on September 10, 2007 we underwent a change in control and a resultant change in our business model pursuant to a Securities Purchase and Product Participation Agreement (“Participation Agreement”) dated June 12, 2007 between us and Elixir Group.   Pursuant to the Participation Agreement, we agreed to issue to Elixir Group a controlling bock of our common shares and grant Elixir Group the right to nominate a certain numbers of directors to our board of directors.  Based on the aforementioned issuances, as of September 13, 2007, we had 77,552,301 shares of our common stock issued and outstanding, of which 41,000,000 (or 52.9%) were held by Elixir Group.  As of

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the date of this report, four out of the eight sitting members of our board of directors are nominees of Elixir Group, including Gordon Yuen, Joe Pisano, Lorna Patajo-Kapunan and Clarence Chung.  Our chief executive officer and chairman of the board, Gordon Yuen, also serves as the chief executive officer of Elixir Group, and our executive vice president and member of our board, Joe Pisano, also serves as general manager of Elixir Group.

Exchange Agreement

In conjunction with our October 2007 private placement of common shares, in October 2007 we entered into a Securities Amendment and Exchange Agreement (the “Exchange Agreement”) with Elixir Group, pursuant to which we agreed to issue to Elixir Group up to 31.2 million shares of our common stock in exchange for Elixir Group’s cancellation of up to 78 million of the 88 million warrants it received under the above-described Participation Agreement.  The initial closing under the Exchange Agreement occurred on December 17, 2007, at which time we issued 4.8 million shares of our common stock to Elixir Group in exchange for its cancellation of 12 million warrants that had vested and were exercisable.

After giving effect to our sale of 31 million shares of common stock in private placements conducted in October and December 2007 and the initial closing under the Exchange Agreement, Elixir Group’s percentage ownership of our common shares as of the date of this report has decreased to 44.7% of our outstanding capital stock, however Elixir Group remains a principal stockholder of our company and retains 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.

Please see “Security Ownership of Certain Beneficial Owners and Management - Change of Control” on page 10, for a more complete discussion of the terms of the Participation Agreement and Exchange Agreement.

Purchase and Sale of Gaming Machines

Elixir Group participates in our gaming business pursuant to certain exclusive rights granted by us to Elixir Group in the Participation Agreement.  Pursuant to the Participation Agreement, we have granted Elixir Group the exclusive rights, for a six-year period ending on September 10, 2013, to identify on our behalf potential venue owners throughout the general Asian territory.  Elixir Group has agreed to use its reasonable best efforts to identify and secure venues on our behalf, and not engage directly or indirectly in the placement of electronic gaming machines on a participation basis in the defined territories except on our behalf.

Pursuant to the Participation Agreement, we have agreed to buy from Elixir Group, and Elixir Group has agreed to sell to us, all of the electronic gaming machines and the casino management systems to be used in our gaming business contemplated by the Participation Agreement.  In the event of Elixir Group’s purchase of electronic gaming machines or systems for resale to us from a party not affiliated with Elixir Group, our purchase price is Elixir Group’s cost plus 15 percent (15%). In the event of the manufacture of electronic gaming machines or systems by Elixir Group or Elixir Group’s purchase of electronic gaming machines or systems for resale to us from an affiliate of Elixir Group, our purchase price will be the same price at which Elixir Group would sell such machines or systems in an arm’s length transaction with an unrelated third party.

As described above, Elixir Group designs and constructs the gaming floors and provides for the related signage and peripheral fixtures.  We reimburse Elixir Group for its costs actually incurred in the set-up of the gaming operations in amounts equal to Elixir Group’s out-of-pocket costs plus 15 percent (15%) excluding any costs associated with labor to perform their obligations.

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Elixir Trade Credit Facility

On April 21, 2008, we entered into a Trade Credit Facility Agreement (the “Facility Agreement”) with Elixir International Limited (“Elixir International”),  a wholly-owned subsidiary of Elixir Group.  Pursuant to the Facility Agreement,  Elixir International may, from time to time at its option, provide trade credits to us for our purchase of electronic gaming machines from Elixir International in exchange for our 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 us upon issuance of the notes.

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

We are 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 an event of default or a change of control, as those terms are defined in the Facility Agreement.  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 at the sole discretion of Elixir International.

The Facility Agreement does not include a commitment on the part of Elixir International and all further borrowings by us are subject to the approval of Elixir International at its sole discretion.  There can be no assurance of any further amount of credit obtainable by us under the Facility Agreement.

An “event of default” occurs pursuant to the Facility Agreement if, among other things, we default in the payment when due of any principal or interest on any note issued pursuant to the Facility Agreement; or we become insolvent or generally fail to pay or admit in writing our inability to pay our debts as they become due; or we apply for, consent to, or acquiesce in the appointment of a trustee, receiver or other custodian for our self  or any of our property, or make a general assignment for the benefit of our creditors; or a trustee, receiver or other custodian will otherwise be appointed for us or any of our assets and not be discharged within 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 is commenced by or against us and be consented to or acquiesced in by us or remains undismissed for 30 days; or we take any corporate action to authorize, or in furtherance of, any of the foregoing; or any judgments, writs, warrants of attachment, executions or similar process (not undisputedly covered by insurance) in an aggregate amount in excess of $100,000 is issued or levied against us or any of our assets and will not be released, vacated or fully bonded prior to any sale and in any event within 30 days after its issue or levy; or we become subject to pending or 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 our operations or financial condition.

A “change of control” occurs pursuant to the Facility 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 our company representing 50% or more (on a fully-diluted basis) of the combined voting power of all our securities (other than securities owned by Elixir Group or its affiliates) entitled to vote in the election of directors; or (ii) our sale of substantially all of our assets; or (iii) any sale of our securities by Elixir Group or its affiliates or any issuance of new securities

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by us resulting in the combined voting power of all our securities (on a fully-diluted basis) owned by Elixir Group or its affiliates falls below 30%.

ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES.

The following table sets forth the aggregate fees billed to us for services rendered to us for the years ended December 31, 2007 and 2006 by our independent registered public accounting firms for such years, Ernst & Young LLP and Piercy Bowler Taylor & Kern, respectively, fees for the audit of our consolidated financial statements for the years ended December 31, 2007 and 2006, and assistance with the reporting requirements thereof, the review of our condensed consolidated financial statements included in our quarterly reports on Form 10-QSB, and accounting and auditing assistance relative to acquisition accounting and reporting.

	2007		2006
Audit Fees	$	355,994	$	218,600
Audit-Related Fees	10,864		4,708
Tax Fees	13,168		20,000
All Other Fees	97,238		—
	$	477,264	$	243,308

Audit Committee Pre-Approval Policies

Our audit committee approves all audit fees, audit-related fees, tax fees and special engagement fees.  The audit committee approved 100% of such fees for the year ended December 31, 2007.

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PART IV

ITEM 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Financial statements

Reference is made to the Index and Financial Statements under Item 8 in Part II of our annual report on Form 10-K filed on March 31, 2008, where these documents are listed.

(b) Financial statement schedules

Financial statement schedules are either not required or the required information is included in the consolidated financial statements or notes thereto filed under Item 8 in Part II of our annual report on Form 10-K filed on March 31, 2008.

(c) Exhibits

The exhibits to this Amendment No. 1 to Annual Report on Form 10-K are set forth below. The exhibit index indicates each management contract or compensatory plan or arrangement required to be filed as an exhibit.

Exhibit Index

Number	Exhibit Description
3.1	Amended and Restated Articles of Incorporation dated June 7, 2003. (Incorporated by reference from the registrant’s current report on Form 8-K filed on June 18, 2003.)
3.2	Amended and Restated Bylaws of the registrant dated November 13, 2002. (Incorporated by reference from the registrant’s current report on Form 8-K filed on January 8, 2003.)
3.3	Certificate of Amendment to Articles of Incorporation dated August 23, 2005. (Incorporated by reference from the registrant’s annual report on Form 10-KSB filed on April 13, 2007.)
3.4	Certificate of Amendment to Articles of Incorporation dated January 9, 2007. (Incorporated by reference from the registrant’s annual report on Form 10-KSB filed on April 13, 2007.)
3.5	Certificate of Amendment to Articles of Incorporation dated September 10, 2007. (Incorporated by reference from the registrant’s quarterly report on Form 10-QSB filed on November 14, 2007.)
10.1	Shareholder Agreement dated December 14, 1998, by and between registrant and Richard Huson, Bob Smith and Ron Keil. (Incorporated by reference from the registrant’s annual report on Form 10-KSB filed on March 26, 1999.)
10.2	Form of Warrant Associated with 9.5% Convertible Note Due 2004. (Incorporated by reference from the registrant’s quarterly report on Form 10-QSB filed on May 17, 1999.)
10.3	Lease Agreement dated December 29, 2006, by and between the registrant and Howard Hughes Properties, Limited Partnership. (Incorporated by reference from the registrant’s annual report on Form 10-KSB/A filed on November 13, 2007.)
10.4	Form of Indemnification Agreement, incorporated by reference from the registrant’s quarterly report on 10-QSB/A filed on August 19, 2003.
10.5	Amended and Restated 1999 Stock Option Plan.* (Incorporated by reference from the registrant’s quarterly report on 10-QSB/A filed on August 19, 2003.)

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10.6	Philadelphia Brokerage Corporation Warrant to Purchase 25,000 Shares of Common Stock. (Incorporated by reference from the registrant’s quarterly report on 10-QSB/A filed on August 19, 2003.)
10.7	Triage Capital Management LP Warrant to Purchase 50,000 Shares of Common Stock. (Incorporated by reference from the registrant’s quarterly report on 10-QSB/A filed on August 19, 2003.)
10.8	Mellon HBV SBV, LLC Warrant to Purchase Shares of Common Stock. (Incorporated by reference from the registrant’s quarterly report on 10-QSB/A filed on August 19, 2003.)
10.9	Amended and Restated 1999 Directors’ Stock Option Plan.* (Incorporated by reference from the registrant’s registration statement on Form S-8 filed on September 10, 2003.)
10.10	Philadelphia Brokerage Corporation warrant to Purchase 75,000 Shares of Common Stock. (Incorporated by reference from the registrant’s registration statement on Form SB-2 filed on September 25, 2003.)
10.11	Distribution Agreement by and between the registrant and TCS Aces Pty Limited. (Incorporated by reference from the registrant’s registration statement on Form SB-2/A filed on December 10, 2003.)
10.12	Distribution Agreement by and between the registrant and Technical Casino Supplies Ltd. (Incorporated by reference from the registrant’s current report on Form 8-K filed on February 15, 2005.)
10.13	License and Manufacturing Agreement dated February 27, 2006, between registrant and Dolphin Products Pty Limited. (Incorporated by reference to Exhibit 10.26 to the registrant’s annual report on Form 10-KSB filed on March 31, 2006.)
10.14	Patent Purchase Agreement dated October 1, 2005 among registrant, William Westmore Purton, Dolphin Products Pty Ltd. and Dolphin Advanced Technologies Pty Ltd. (Incorporated by reference to Exhibit 10.27 to the registrant’s annual report on Form 10-KSB filed on March 31, 2006.)
10.15	Form of Warrant. (Incorporated by reference to Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-QSB filed on November 14, 2005.)
10.16	Employment Agreement dated September 29, 2005 between registrant and Mark Newburg.* (Incorporated by reference to Exhibit 10.4 to the registrant’s Quarterly Report on Form 10-QSB filed on November 14, 2005.)
10.17	Employment Agreement dated September 29, 2005 between registrant and Arnaldo Galassi.* (Incorporated by reference to Exhibit 10.5 to the registrant’s Quarterly Report on Form 10-QSB filed on November 14, 2005.)
10.18	Employment Agreement dated October 3, 2005 between registrant and Peter Zee.* (Incorporated by reference from the registrant’s annual report on Form 10-KSB/A filed on November 13, 2007.)
10.19	Senior Secured Note Purchase Agreement dated May 2, 2006 among registrant and the Bricoleur Funds. (Incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K dated May 2, 2006.)

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10.20	Securities Put Agreement dated May 2, 2006 among registrant and the Bricoleur Funds. (Incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K dated May 2, 2006.)
10.21	Security Agreement dated May 2, 2006 among registrant and the Bricoleur Funds. (Incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K dated May 2, 2006.)
10.22	Registration Rights Agreement dated May 2, 2006 among registrant and the Bricoleur Funds. (Incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K dated May 2, 2006.)
10.23	Share Sale Agreement dated July 5, 2006 among registrant and William Westmore Purton, and Synwood Pty Ltd. (Incorporated by reference to Exhibit 10.8 to the registrant’s Quarterly Report on Form 10-QSB filed on August 14, 2006.)
10.24	Registration Rights Agreement dated July 11, 2006 among registrant and William Westmore Purton, and Synwood Pty Ltd. (Incorporated by reference to Exhibit 10.8 to the registrant’s Quarterly Report on Form 10-QSB filed on August 14, 2006.)
10.25	Alliance Agreement dated October 11, 2006 between registrant and Elixir Group Limited. (Incorporated by reference to Exhibit 10.1 to the registrant’s Quarterly Report on Form 10-QSB filed on November 14, 2006.)
10.26	Amended and Restated Sales Representative Agreement dated October 11, 2006 between registrant and Elixir Group Limited. (Incorporated by reference to Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-QSB filed on November 14, 2006.)
10.27	Securities Purchase Agreement dated October 11, 2006 between registrant and Elixir Group Limited. (Incorporated by reference to Exhibit 10.3 to the registrant’s quarterly report on Form 10-QSB filed on November 14, 2006).
10.29	Securities Purchase Agreement dated March 27, 2007. (Incorporated by reference from the registrant’s current report on Form 8-K filed on March 30, 2007.)
10.30	Registration Rights Agreement dated March 28, 2007. (Incorporated by reference from the registrant’s current report on Form 8-K filed on March 30, 2007.)
10.31	Common Stock Purchase Warrant dated March 28, 2007. (Incorporated by reference from the registrant’s current report on Form 8-K filed on March 30, 2007.)
10.32	Securities Purchase Agreement dated May 3, 2007. (Incorporated by reference from the registrant’s quarterly report on Form 10-QSB filed on May 15, 2007.)
10.33	Registration Rights Agreement dated May 3, 2007. (Incorporated by reference from the registrant’s quarterly report on Form 10-QSB filed on May 15, 2007.)
10.34	Securities Purchase and Product Participation Agreement dated June 12, 2007 between registrant and Elixir Group Limited. (Incorporated by reference from the registrant’s current report on Form 8-K filed on June 13, 2007.)
10.35	Securities Purchase Agreement by and among the registrant and the purchasers identified on the signature pages thereto, dated as of October 19, 2007. (Incorporated by reference from the registrant’s current report on Form 8-K filed on October 23, 2007.)

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10.36	Registration Rights Agreement by and among the registrant and the purchasers identified on the signature pages thereto, dated as of October 19, 2007. (Incorporated by reference from the registrant’s current report on Form 8-K filed on October 23, 2007.)
10.38	Waiver and Amendment to Warrants dated September 7, 2007. (Incorporated by reference from the registrant’s quarterly report on Form 10-QSB filed on November 14, 2007.)
10.39	Warrant Purchase Agreement by and among, Elixir Group Ltd, the registrant and the purchasers identified on the signature pages thereto, dated as of December 11, 2007. (Incorporated by reference from the registrant’s current report on Form 8-K filed on December 11, 2007.)
10.40	Registration Rights Agreement by and among the registrant and the purchasers identified on the signature pages thereto, dated as of December 11, 2007. (Incorporated by reference from the registrant’s current report on Form 8-K filed on December 11, 2007.)
10.41	Distribution, Service and Support Agreement between registrant and Suzo Happ Group. (Incorporated by reference from the registrant’s annual report on Form 10-K filed on March 31, 2008)
10.42	Trade Credit Facility Agreement dated April 25, 2008 between the registrant and Elixir International Limited
14.10	Code of Ethics. (Incorporated by reference from the registrant’s annual report on 10-KSB filed March 30, 2004.)
21.10	List of subsidiaries of registrant. (Incorporated by reference from the registrant’s annual report on Form 10-K filed on March 31, 2008)
23.1	Consent of Ernst & Young, LLP. (Filed as part of registrant’s annual report on Form 10-K filed on March 31, 2008)
23.2	Consent of Consent of Piercy Bowler Taylor & Kern. (Filed as part of registrant’s annual report on Form 10-K filed on March 31, 2008)
23.3	Consent of BDO Kendalls Audit & Assurance (VIC) Pty Ltd. (Filed as part of registrant’s annual report on Form 10-K filed on March 31, 2008)
31.1	Certification under Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification under Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.

*Indicates management compensatory plan, contract or arrangement.

20

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

		ELIXIR GAMING TECHNOLOGIES, INC.
Date: April 29, 2008	By:	/s/ Gordon Yuen
		Gordon Yuen  Chairman of the Board of Directors, President, and
		Chief Executive Officer

21

EX-10.42

EXHIBIT 10.42

TRADE CREDIT FACILITY AGREEMENT

This Trade Credit Facility Agreement (this “Agreement”) is entered into as of April 25, 2008, between Elixir Gaming Technologies, Inc., a Nevada corporation formerly known as VendingData Corporation (the “Borrower”), and Elixir International Limited, a Macau company (the “Lender”) which is a wholly-owned subsidiary of Elixir Group Limited (“Elixir”).

R E C I T A L S

WHEREAS, the Borrower and Elixir have entered into that certain Securities Purchase and Product Participation Agreement dated June 12, 2007, as amended by the certain Securities Amendment and Exchange Agreement dated October 21, 2007 (the “Participation Agreement”), pursuant to which, among other things, the Lender has in the past provided trade credits to the Borrower pursuant to Section 5.2 of Participation Agreement.

WHEREAS, the Lender and Borrower now wish to enter into this loan agreement for purposes of providing for a formal structure pursuant to which Lender may, from time to time at its option, provide trade credits to the Borrower, subject to the terms and conditions hereof.

A G R E E M E N T

NOW THEREFORE, for and in consideration of the trade credits, loans and/or advances to be made or extended by the Lender to the Borrower hereunder, the mutual covenants, promises and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Borrower and the Lender agree as follows:

1.Definitions.

The following terms when used in this Agreement will have the following meanings both in the singular and plural forms thereof, except where the context requires otherwise:

“Advance” means the Lender’s transfer of unrestricted, unsecured title and complete ownership of electronic gaming machines (“EGMs”) to Borrower pursuant to Article V of the Participation Agreement against Borrower’s promise to pay for some or all of the purchase price of the EGMs through its issuance of a Note hereunder.  The exact dollar amount of each Advance, if made by the Lender, shall be agreed to in writing by the parties at the time of such Advance, however it is expected that each Advance shall be calculated based on the costs of the machine to the Lender, exclusive of any mark-up or margin on the cost of the EGMs supplied by a party not Affiliated with the Lender and/or Elixir (for the avoidance of doubt, such mark-up or margin to be paid separately by the Borrower to the Lender and shall not form part of the Advance).

“Agreement” means this Trade Credit Facility  Agreement, as originally executed and as may be amended, modified, supplemented, or restated from time to time by written agreement between the Borrower and the Lender.

“Business Day” means any day except Saturday, Sunday and any day which shall be a federal legal holiday in the United States and public holiday in Hong Kong.

“Cause” means any Change of Control and/or Event of Default.

“Change of Control” means the occurrence, after the date hereof and except as specifically provided for in this Agreement, of any of the following circumstances: (i) any person or two or more persons acting in concert (other than the Lender 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 Borrower representing 50% or more (on a fully-diluted basis) of the combined voting power of all securities of the Borrower (other than securities owned by Elixir or its affiliates) entitled to vote in the election of directors; or (ii) the sale of substantially all of the assets of the Borrower; or (iii) any sale of securities of the Borrower by Elixir or its affiliates or any issuance of new securities by the Borrower resulting in the combined voting power of all securities of the Borrower (on a fully-diluted basis) owned by Elixir or its affiliates falls below 30%.

“Event of Default” means any event of default described in Section 4 hereof.

“Loan” means, at any date, the aggregate principal amount of all Advances made by the Lender to the Borrower pursuant to Section 2 hereof and not repaid.

“Note” means the promissory note(s) substantially in the form attached hereto as Exhibit A made by the Borrower payable to the order of the Lender, together with all extensions, renewals, modifications, substitutions and changes in form thereof effected by written agreement between the Borrower and the Lender.

“Maturity” of the Note means the earlier of (a) the date on which the Note becomes due and payable upon or after the occurrence of an Event of Default; or (b) the maturity date set forth in the Note.

“Term” means the period over which the Product Participation Agreement is in force.

2.The Loan.

2.1Loan Advances.  From time to time, as the Borrower may request and the Lender may agree in its sole discretion, the Lender may make Advances to the Borrower during the Term of this Agreement. Each Advance, if made, shall be evidenced by, and be payable in accordance with, the terms of a Note executed by the Borrower and issued to the Lender.

2.1.1Restructuring of Current Trade Credits.  The parties acknowledge and agree that as of the date of this Agreement, the Lender has advanced to the Borrower certain trade credits in respect to the acquisition of gaming machines, casino management systems and accessories (the “Existing Trade Credits”), all of which is unsecured, outstanding and payable upon demand of the Lender in accordance with the payment terms specified in the Product Participation Agreement.  The Lender agrees that no interest has accrued to-date on the Existing Trade Credits. The parties agree that out of the Existing Trade Credits, a sum of $15,000,000 (the “Initial Advance”), shall be extinguished and satisfied through the Borrower’s immediate issuance of a Note, to be dated as of the date of this Agreement, in the principal amount of the Initial Advance.

2.2Payments and Interest on the Note.  The Borrower agrees to repay the principal amount of all Advances, plus accrued interest thereon, in 24 equal monthly installments or as otherwise agreed to by the parties and as set forth in the Note.  Interest on the unpaid principal

balance of each Note will accrue from the date of each Advance (save in the case of Initial Advance where interest will accrue from the date of the Note as set forth in Section 2.1.1 above) at a rate equal to eight percent (8%) per annum.  Interest will be calculated on the basis of 365 days in a year.

2.3Manner of Borrowing .  The Borrower may give the Lender written or telephonic notice of each requested Advance at such time as the Borrower receives and accepts a quote from the Lender for the purchase of an electronic gaming machine which the Borrower intends to accept and raise a purchase order in respect to.

2.4Payments.  Notwithstanding any provision of this Agreement and/or the Note to the contrary (but save and except for the Initial Advance and the Note related thereto), the Lender reserves the right, by written notice, to demand immediate payment without Cause by the  Borrower of all outstanding sums under all Notes or any of the Notes provided that the Lender agrees that it will not exercise such right unless it has a genuine financial need to do so.   Upon receipt of such written notice by the Lender,  the Borrower shall make all payments of principal and accrued interest on each relevant Note in immediately available funds to the Lender at such address or to such account as Lender may specify from time to time. For the avoidance of doubt, the Lender agrees that it will not make any demand for immediate payment of any outstanding sums under the Initial Advance and the Note related thereto save if there is either (i) an Event of Default; or (ii) Change of Control (subject to any waiver by the Lender in its sole and absolute discretion).

2.5Voluntary Prepayments.  The Borrower may prepay the principal and accrued interest on each Note, in whole or in part.  All amounts prepaid will be applied first to accrued and unpaid interest and then to unpaid principal.  The parties agree that there shall be no penalty or charges for any prepayment made by the Borrower.

2.6Mandatory Prepayments.  All unpaid principal and accrued interest will become immediately due and payable upon a Change of Control, unless waived by the Lender in its sole and absolute discretion.

3.Conditions of Lending.

3.1Conditions Precedent to all Loans and Advances.  The obligation of the Lender to make an Advance hereunder is subject to the absolute discretion of Lender and if the Lender agrees to make such Advance, the making of the same will be subject to the satisfaction of each of the following, unless waived in writing by the Lender:

(a)no Event of Default will have occurred and be continuing;

(b)no litigation, arbitration or governmental investigation or proceeding will be pending, or, to the knowledge of the Borrower, threatened, against the Borrower or affecting the business or operations of the Borrower which was not previously disclosed to the Lender which, if determined adversely to the Borrower, would have a material adverse effect on the operation or financial condition of the Borrower;

(c)no Event of Default will result from the making of any such Advance; and

(d)the Borrower shall not have entered into any agreement, and a third party shall not have publicly announced its intention to pursue a transaction, that may give rise to a Change in Control.

4.Events of Default and Remedies.

4.1Events of Default.  The term “Event of Default” will mean any of the following events:

(a)The Borrower defaults in the payment when due of any principal or interest on the Note; or

(b)The Borrower becomes insolvent or generally fails to pay or admit in writing its inability to pay its debts as they become due; or the Borrower 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 Borrower 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 Borrower and be consented to or acquiesced in by the Borrower or remain undismissed for thirty (30) days; or the Borrower will take any corporate action to authorize, or in furtherance of, any of the foregoing; or

(c)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 Borrower 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

(d)the condition set out in Section 3.1 (b) could no longer be fulfilled at any time before the maturity of the Notes or any of them.

4.2Remedies.  If an Event of Default described in Section 4.1 occurs, the full unpaid balance of the Notes and all other obligations of the Borrower to the Lender will automatically be due and payable without declaration, notice, presentment, protest or demand of any kind (all of which are hereby expressly waived) and any obligation of the Lender hereunder will automatically terminate without any liability to the Borrower.  Upon any Event of Default, the Lender will be entitled to exercise any and all rights and remedies available at law or in equity for the collection of the Note and all other obligations of the Borrower to the Lender.

5.Miscellaneous.

5.1Waivers, Amendments.  The provisions of this Agreement and each Note may from time to time be amended, modified, or waived, if such amendment, modification or waiver is in writing and signed by the Lender.  No failure or delay on the part of the Lender or the holder of the Note(s) in exercising any power or right under such documents will operate as a waiver thereof, nor will any single or partial exercise of any such power or right preclude any

other or further exercise thereof or the exercise of any other power or right.  No notice to or demand on the Borrower in any case will entitle it to any notice or demand in similar or other circumstances.

5.2Notices.  Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth in this Section 5.2 prior to 3:00 p.m. (Las Vegas time) on a Business Day, (b) the next Business Day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile number set forth on the signature pages attached hereto on a day that is not a Business Day or later than 3:00 p.m. (Las Vegas time) on any Business Day, (c) the  5^th Business Day following the date of mailing, if sent by U.S. nationally recognized overnight courier service, or (d) upon actual receipt by the party to whom such notice is required to be given.  The address for such notices and communications shall be as follows:

If to the Company:	Elixir Gaming Technologies, Inc.
	6650 Via Austi Parkway, Suite 170
	Las Vegas, NV 89119
	Facsimile: (702) 733-7197
	Attn: David R. Reberger,
	Chief Financial Officer,
If to Elixir:	Elixir International Limited
	19/F., Zhu Kuan Building,
	Avenida Xian Xing Hai, Macau
	Facsimile: (853) 2875 5165
	Attn.: Danny Liu, Regional Finance Officer

or such other address as may be designated in writing hereafter, in the same manner, by such person.

5.3Severability.  Any provision of this Agreement or any Note executed pursuant hereto which is prohibited or unenforceable in any jurisdiction will, as to such jurisdiction, be ineffective to the extent of such portion or unenforceability without invalidating the remaining provisions of this Agreement or such Note or affecting the validity or enforceability of such provisions in any other jurisdiction.

5.4Governing Law; Venue.  This Agreement will be deemed to be a contract made under and governed by the laws of the State of Nevada.  The Borrower and Lender hereby consent to the personal jurisdiction of the state and federal courts located in the State of Nevada in connection with any controversy related to this Agreement, waive any argument that venue in such forums is not convenient and agrees that any litigation in connection herewith will be venued the state or federal courts located in Nevada.

5.5Successors and Assigns.  This Agreement will be binding upon and will inure to the benefit of the parties hereto and their respective successors and assigns, except that Borrower may not assign or transfer its rights hereunder without the prior written consent of the Lender.

5.6Multiple Counterparts.  This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original and all of which will constitute one and the same instrument.

[Continued on next page]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers thereunto duly authorized as of the day and year first above written.

“Borrower”
ELIXIR GAMING TECHNOLOGIES, INC.,
a Nevada corporation
By:	/s/David R. Reberger
	David R. Reberger
	Chief Financial Officer
“Lender”
ELIXIR INTERNATIONAL LIMITED,
a Macau company
By:	/s/ Daniel Liu
	Danny Liu
	Regional Finance Officer

 EXHIBIT A
to Trade Credit Facility Agreement

FORM OF LOAN NOTE

$	, 2008
	Las Vegas, Nevada

FOR VALUE RECEIVED, the undersigned Elixir Gaming Technologies, Inc., a Nevada corporation (the “Borrower”), promises to pay to the order of Elixir International Limited, a Macau company (the “Lender”), the principal sum of                     Dollars ($                    ), together with interest thereon, in the manner and upon the terms and conditions set forth herein.  All Advances and all payments of principal will be recorded by the Lender in its records which records will be presumed accurate unless such presumption is rebutted by contrary evidence.

This Note shall bear interest on the unpaid principal amount at the rate of eight percent (8%) per annum.  The unpaid principal amount and accrued and unpaid interest thereon shall be paid in 24 equal monthly installments of $             , commencing on               1, 2008 the 1^st day of the month immediately following the date of the Note and continuing on the 1^st day of each of the next 23 months thereafter, with a final payment due on              , 2010 at which time all principal and interest then unpaid shall be due and payable.

All payments of principal and interest under this Note will be made in lawful money of the United States of America in immediately available funds at such place as may be designated by the Lender to the Borrower in writing.

This Note is referred to in, and evidences indebtedness incurred under, the Trade Credit Facility Agreement dated as of April              , 2008 and made effective as at the same date (referred to herein, as it may be amended, modified, supplemented or replaced from time to time, as the “Trade Credit Agreement”) between the Borrower and the Lender.  The terms and conditions under which the Borrower is permitted and required to make prepayments and repayments of principal of such indebtedness and under which such indebtedness may be declared to be immediately due and payable are set forth in the Trade Credit Agreement, the terms and conditions of which are incorporated herein by reference.

All parties hereto, whether as makers, endorsers or otherwise, severally waive presentment, demand, protest and notice of dishonor in connection with this Note.

This Note is made under and governed by the internal laws of the State of Nevada, as provided for in the Trade Credit Agreement.

ELIXIR GAMING TECHNOLOGIES, INC.,
a Nevada corporation
By:
	David R. Reberger
	Chief Financial Officer

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Gordon Yuen, certify that:

1.I have reviewed this annual report on Form 10-K/A of Elixir Gaming Technologies, Inc.;

2.Based on my knowledge, this annual 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 annual report;

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

4.I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and I have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this annual report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this reported my conclusions about the effectiveness of the disclosure controls and procedures, as of the period covered by this annual report based on such evaluation; and

(d) disclosed in this report any change in the company’s internal control over financial reporting that occurred during the company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5.I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of company’s board of directors (or persons performing the equivalent function):

(a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

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

	ELIXIR GAMING TECHNOLOGIES, INC.
Date: April 29, 2008
	By:	/s/ Gordon Yuen
		Gordon Yuen, President and Chief
		Executive Officer

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, David R. Reberger, certify that:

1.I have reviewed this annual report on Form 10-K/A of Elixir Gaming Technologies, Inc.;

2.Based on my knowledge, this annual 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 annual report;

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

4.I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the company and I have:

(a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the company, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this annual report is being prepared;

(b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) evaluated the effectiveness of the company’s disclosure controls and procedures and presented in this reported my conclusions about the effectiveness of the disclosure controls and procedures, as of the period covered by this annual report based on such evaluation; and

(d) disclosed in this report any change in the company’s internal control over financial reporting that occurred during the company’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting; and

5.I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the company’s auditors and the audit committee of company’s board of directors (or persons performing the equivalent function):

(a) all significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the company’s ability to record, process, summarize and report financial information; and

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

	ELIXIR GAMING TECHNOLOGIES, INC.
Date: April 29, 2008
	By:	/s/ David R. Reberger
		David R. Reberger, Chief Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. ss.1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Elixir Gaming Technologies, Inc. (the “Company”) on Form 10-K/A for the period ended December 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Gordon Yuen and David R. Reberger, the Chief Executive Officer and Chief Financial Officer of the Company, respectively, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(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 results of operations of the Company.

By:	/s/Gordon Yuen	Dated:	April 29, 2008
	Gordon Yuen
Title:	Chief Executive Officer, Principal Executive Officer

By:	/s/David R. Reberger	Dated:	April 29, 2008
	David R. Reberger
Title:	Chief 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.