8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): August 2, 2010

Entertainment Gaming Asia Inc.

(Exact Name of Registrant as Specified in Its Charter)

Nevada	001-32161	91-1696010
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

Unit 3705, 37/F, The Centrium

60 Wyndham Street

Central, Hong Kong

(Address of principal executive offices)

+ 852-3151-3800

(Registrant’s telephone number, including area code)

Not applicable

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

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

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14d-2(b)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Item 8.01.              Other Events

On August 2, 2010, our Board of Directors, acting upon the recommendation and approval of our Conflicts Committee, approved an amendment to the charter governing the Conflicts Committee of the board.  The primary purpose of the amendment was to change the authorized number of committee members from three to a number no less than two, with the exact number of authorized members to be set by our board.

The purpose of the amendment was to allow our board to reduce the size of the Conflicts Committee in keeping with the board’s recent efforts to downsize the Board of Directors.  There were no other material changes to the existing Conflicts Committee charter.  The charter, as amended, continues to require that all committee members be independent directors and that the Conflicts Committee review and approve all material agreements or transactions, if any, between us and our principal shareholder, EGT Entertainment Holding Limited, a Hong Kong company formerly known as Elixir Group Limited, or its affiliates.

Our Board of Directors also approved that upon the effective date of the amended Conflicts Committee charter, the authorized number of members of the Conflicts Committee shall be two and the members of the Conflicts Committee shall be John W. Crawford, J.P. and Vincent L. DiVito, with Mr. Crawford serving as the committee chair.

The amendment to the Conflicts Committee charter will be effective on the fifth business day following the filing of this current report on Form 8-K with the Securities and Exchange Commission. A copy of the amended charter of the Conflicts Committee is attached to this report as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits Method of Filing

The following exhibit is filed with this report:

Exhibit 99.1 Conflicts Committee Charter Filed Electronically herewith

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SIGNATURES

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

	ENTERTAINMENT GAMING ASIA INC.
	/s/  Clarence Chung
Dated: August 4, 2010	Clarence (Yuk Man) Chung
	Chief Executive Officer

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EX-99.1

Exhibit 99.1

ENTERTAINMENT GAMING ASIA INC.

CHARTER FOR THE

CONFLICTS COMMITTEE

OF THE BOARD OF DIRECTORS

Adopted February 19,  2008; Revised November 5, 2008; Further Revised August 2, 2010

1.PURPOSE

The Conflicts Committee (the “Committee”) shall oversee, review, and approve the agreements and transactions between Entertainment Asia Gaming Inc., a Nevada corporation formerly known as Elixir Gaming Technologies, Inc. (the “Company” or “EGT”), and its subsidiaries, on the one hand (each an “EGT Company” and collectively, the “EGT Companies”), and EGT Entertainment Holding Limited, a Hong Kong company formerly known as Elixir Group Limited (“Elixir”), and its affiliates other than the EGT Companies (each an “Elixir Company” and collectively the “Elixir Companies”) that require the approval of the Board of Directors of the  Company (“Board”) or the Board of Directors of any other EGT Company.  The purpose of the Committee is to oversee, review, and approve all material agreements and transactions between an EGT Company and an Elixir Company for purposes of ensuring that all such agreements and transactions are fair to all stockholders of the Company.

2.COMPOSITION OF THE COMMITTEE

The Committee shall be comprised of not less than two members of the Board, with the exact number of authorized Committee members to be determined by the Board. All members of the Committee (i) shall be an “independent director” under Section 803(A) of the NYSE-Amex Company Guide  or any successor rule and meet the criteria for independence as set forth in Rule 10A-3(b)(1) under the Securities Exchange Act of 1934 or any successor, (ii) shall not be, and shall not have been during the previous three years, an officer, director or employee of, or consultant or advisor to, an Elixir Company, and (iii) shall otherwise not have a relationship that would interfere with the exercise of independent judgment in carrying out the purpose of this Charter and the responsibilities of a member of the Conflicts Committee.

Each Committee member shall be subject to annual reconfirmation and may be removed by the Board.

3.RESPONSIBILITIES AND DUTIES

A.The Committee shall have the exclusive authority on behalf of the Board to approve all agreements and transactions between an EGT Company and an Elixir Company that require the approval of the Board of Directors of any EGT Company.

B.The Committee shall determine that all such agreements and transactions are fair to all stockholders of the Company.  In discharging its responsibilities, the Committee shall be entitled to all rights and presumptions afforded directors under the General Corporation Law of Nevada (the “Law”), including Section 78.138 of the Law or any successor rule.

C.The Committee shall review no less than quarterly the ongoing transactions between the EGT Companies and the Elixir Companies.

D.In discharging its responsibilities, the Committee shall have full access to any relevant records of the Company and may also request that any officer or other employee of the

Company, the Company’s outside counsel or any other person, meet with any members of, or consultants to, the Committee.  The Committee shall also have the authority to, as it deems appropriate, to select, retain and/or replace outside advisors to provide independent advice to the Committee.

4.COMMITTEE MEETINGS

The Committee will meet periodically as necessary to act upon any matter within its jurisdiction.  At all Committee meetings a majority of the total number of authorized members shall constitute a quorum; provided that in the event the authorized number of Committee members is two, both members shall be required to constitute a quorum.  All meetings shall be held subject to and in accordance with the applicable sections of the Law (including without limitation notice, quorum and votes/actions of the committee) and the bylaws of the Company.  Minutes shall be kept of each meeting of the Committee. All approvals and resolutions of the Committee shall be conducted in accordance with the applicable sections of the Law and the bylaws of the Company; provided that in the event the authorized number of Committee members is two, any approval or resolution of the Committee shall require the approval of both members of the Committee.