8-K

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): July 14, 2006

Las Vegas Gaming, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-30375	88-0392994
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

4000 W. Ali Baba Lane Suite D, Las Vegas, Nevada	89118
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: 702-871-7111

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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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

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

SEC873(6-04) Potential   persons   who   are   to   respond to   the   collection   of
information  contained in this form  are not  required  to respond
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TABLE OF CONTENTS

EX-3.1

EX-3.2

EX-3.3

EX-3.4

EX-3.5

EX-3.6

SECTION 5 — CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.03 – Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

     On July 14, 2006, Las Vegas Gaming, Inc. filed a Certificate of Correction (the “Certificate of Correction”) with the Nevada Secretary of State relating to a Certificate of Amendment to Articles of Incorporation that was filed with the Nevada Secretary of State on December 8, 2005 (the “Certificate of Amendment”). The purpose of the Certificate of Correction was to provide for a specific number of shares of the Company’s common stock, $.001 par value, to be designated as “Common Stock Series A.” Accordingly, as stated in the Certificate of Correction, 25,000,000 shares of the Company’s 90,000,000 shares of common stock, $.001 par value, shall be designated as “Common Stock Series A.”

     On July 17, 2006, Las Vegas Gaming, Inc. filed the following documents with the Nevada Secretary of State:

• Certificate of Designation for Series A Convertible Preferred Stock;

• Certificate of Designation for Series B Convertible Preferred Stock;

• Certificate of Designation for Series C Convertible Preferred Stock;

• Certificate of Designation for Series D Convertible Preferred Stock; and

• Certificate of Designation for Common Stock.

     The Certificates of Designation related to the company’s prior issuances of preferred stock. As a result of the Certificates of Designation, the company will have 7,425,000 shares of undesignated preferred stock, $.001 par value, remaining. Through the Certificate of Designation for Common Stock, the Board of Directors designated as a separate series the remaining 65,000,000 shares of common stock as “Common Stock.” As a result of the Certificate of Designation for Common Stock, the company no longer has any shares of undesignated common stock, $.001 par value, remaining. As of the date of this Form 8-K, the company has not issued any shares of Common Stock.

     For additional information concerning the foregoing, reference is made to the Certificate of Correction and the Certificates of Designation, which are attached as exhibits hereto and incorporated by reference herein.

2 of 5

SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 – Financial Statements and Exhibits.

     (c) Exhibits.

Exhibit	Name
Exhibit 3.1	Certificate of Correction, as filed with the Nevada Secretary of State on July 14, 2006.
Exhibit 3.2	Certificate of Designation for Series A Convertible Preferred Stock, as filed with the Nevada Secretary of State on July 17, 2006.
Exhibit 3.3	Certificate of Designation for Series B Convertible Preferred Stock, as filed with the Nevada Secretary of State on July 17, 2006.
Exhibit 3.4	Certificate of Designation for Series C Convertible Preferred Stock, as filed with the Nevada Secretary of State on July 17, 2006.
Exhibit 3.5	Certificate of Designation for Series D Convertible Preferred Stock, as filed with the Nevada Secretary of State on July 17, 2006.
Exhibit 3.6	Certificate of Designation for Common Stock, as filed with the Nevada Secretary of State on July 17, 2006.

3 of 5

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.

	LAS VEGAS GAMING, INC.
Date: July 17, 2006	By:	/s/ Russell R. Roth
		Russell R. Roth, Chief Executive Officer, Chief
		Financial Officer, Secretary, Treasurer and
		Chairman

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INDEX TO EXHIBITS

Exhibit	Name
Exhibit 3.1	Certificate of Correction, as filed with the Nevada Secretary of State on July 14, 2006.
Exhibit 3.2	Certificate of Designation for Series A Convertible Preferred Stock, as filed with the Nevada Secretary of State on July 17, 2006.
Exhibit 3.3	Certificate of Designation for Series B Convertible Preferred Stock, as filed with the Nevada Secretary of State on July 17, 2006.
Exhibit 3.4	Certificate of Designation for Series C Convertible Preferred Stock, as filed with the Nevada Secretary of State on July 17, 2006.
Exhibit 3.5	Certificate of Designation for Series D Convertible Preferred Stock, as filed with the Nevada Secretary of State on July 17, 2006.
Exhibit 3.6	Certificate of Designation for Common Stock, as filed with the Nevada Secretary of State on July 17, 2006.

5 of 5

EX-3.1

Exhibit 3.1

Certificate of Correction
(PURSUANT TO NRS 78,78A, 80, 81,
82, 84, 86, 87, 58, 88A, 89 and 92A)

ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Correction

(Pursuant to NRS 78, 78A, 80, 81, 82, 84, 86, 87, 88, 88A, 89 and 92A)

1. The name of the entity for which correction is being made:

Las Vegas Gaming, Inc.

2. Description of the original document for which correction is being made:

Certificate of Amendment to Articles of Incorporation

3. Filing date of the original document for which correction is being made: December 8, 2005

4. Description of the inaccuracy or defect.

The Certificate of Amendment to Articles of Incorporation (the “Certificate”) states “Article IV — Capital Stock” shall be
amended to establish the total authorized capital stock as 100,000,000 shares, divided into classes as follows:
“10,000,000 shares shall be Preferred Stock, $.001 par value per share (“Preferred Stock”);
90,000,000 shares shall be Common Stock, $.001 par value per share (“Common Stock”);
and,”
The Certificate fails to specify the number of shares of Common Stock to be designated as Common Stock Series A.

5. Correction of the inaccuracy or defect.

Through this Certificate of Correction, the Certificate shall be corrected to establish the total authorized capital stock as
100,000,000 shares, divided into classes as follows:
“10,000,000 shares shall be Preferred Stock, $.001 par value per share (“Preferred Stock”); and
90,000,000 shares shall be Common Stock, $.001 par value per share (“Common Stock”), of which 25,000,000 shares of shall
be designated as “Common Stock Series A”.”

6. Signature:

/s/ Russell R. Roth	Chief Executive Officer	July 11, 2006
Authorized Signature	Title*	Date

*If entity is a Corporation, it must be signed by an Officer if stock has been issued, OR an Incorporator or Director if stock has not been issued; a Limited-Liability Company, by a manager or managing members; a Limited Partnership or Limited-Liability Limited Partnership, by a General Partner; a Limited-Liability Partnership, by a Managing Partner; a Business Trust, by a Trustee.

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees.	Nevada Secretary of State AM Correction 2003
	Revised on: 10/03/05

EX-3.2

Exhibit 3.2

Certificate of Designation
(PURSUANT TO NRS 78.1955)

Important: Read attached instructions before completing form.

ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Designation
For Nevada Profit Corporations

(Pursuant to NRS 78.1955)

1.	Name of corporation:
	LAS VEGAS GAMING, INC.
2.	By resolution of the board of directors pursuant to a provision in the articles of incorporation, this certificate establishes the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following class or series of stock:
	The following is a statement of the powers, designations, preferences, limitations, restrictions and relative rights of a series of preferred stock of Las Vegas Gaming, Inc., a Nevada corporation (the “Corporation”), as authorized and ratified on July 11, 2006, by the board of directors of the Corporation (the “Board”), for the purposes of confirming a series of the Corporation’s authorized preferred stock, $.001 par value per share (“Preferred Stock”), designated as Series A Convertible Preferred Stock, and identifying the relative rights and preferences thereof:
	See attached for full text of powers, designations, preferences, limitations, restrictions and relative rights.

3.	Effective date of filing (optional):
		(must not be later than 90 days after the certificate is filed)

4. Officer Signature: /s/ Russell R. Roth  

Filing Fee: $175.00

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

SUBMIT IN DUPLICATE

This form must be accompanied by appropriate fees. See attached fee schedule.	Nevada Secretary of State AM 78.1955 Designation 2003
	Revised on: II/03/03

CERTIFICATE OF DESIGNATION
OF
SERIES A CONVERTIBLE PREFERRED STOCK
OF
LAS VEGAS GAMING, INC.

(Pursuant to NRS 78.1955)

(Continued)

     The following is a statement of the powers, designations, preferences, limitations, restrictions and relative rights of a series of preferred stock of Las Vegas Gaming, Inc., a Nevada corporation (the “Corporation”), as authorized and ratified on July 11, 2006, by the board of directors of the Corporation (the “Board”), for the purposes of confirming a series of the Corporation’s authorized preferred stock, $.001 par value per share (“Preferred Stock”), designated as Series A Convertible Preferred Stock, and identifying the relative rights and preferences thereof:

1.	Designation and Number. A series of Preferred Stock is hereby designated as Series A Convertible Preferred Stock (“Series A Convertible Preferred Stock”). The number of authorized shares of Series A Convertible Preferred Stock is two million (2,000,000).
2.	Maturity. The Series A Convertible Preferred Stock has no stated maturity and will not be subject to any sinking fund.
3.	Rank. The Series A Convertible Preferred Stock will, with respect to rights upon liquidation, dissolution or winding up of the Corporation, rank: (1) senior to all classes or series of Corporation’s common stock and to any equity securities issued by the Corporation the terms of which specifically provide that such equity securities rank junior to the Series A Convertible Preferred Stock with respect to rights upon liquidation, dissolution or winding up of the Corporation (the Corporation’s common stock and all other junior ranking classes or series of capital stock being referred to herein collectively as “Junior Stock”); (2) at parity with the Corporation’s Series C Convertible Preferred Stock, except with respect to the Jackpot Security Account (as defined below) and all equity securities issued by the Corporation the terms of which specifically provide that such equity securities rank at parity with the Series A Convertible Preferred Stock with respect to rights upon liquidation, dissolution or winding up of the Corporation; and (3) junior to all existing and future indebtedness of the Corporation and to the Corporation’s Series B Convertible Preferred Stock to be designated, except with respect to the Jackpot Security Account (as defined below).
4.	Dividend Rights. The Series A Convertible Preferred Stock carries no dividend rights. Notwithstanding the foregoing, unless and until holders of each share of Series A Convertible Preferred Stock then outstanding have been paid a total of $4.00 per share in distributions, including dividends, liquidation distributions and any other distributions (“Distributions”), no other holder of any common stock or preferred stock of the Corporation shall be paid any Distribution funded from the Jackpot Security Account. “Jackpot Security Account” means the account established by the Corporation in which $4,000,000.00 is reserved solely to satisfy the Corporation’s jackpot security requirements related to keno games operated by the Corporation in Nevada.
5.	Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up

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of the affairs of the Corporation, the holders of Series A Convertible Preferred Stock are entitled to be paid $5.00 per share of Series A Convertible Preferred Stock (the “Liquidation Preference”) out of the assets of the Corporation legally available for distribution to its stockholders before any distribution of assets is made to holders of Junior Stock.

5.1.

Consolidation or Merger of the Corporation. The consolidation or merger of the Corporation with or into any other corporation, trust or entity or of any other corporation with or into the Corporation, or the sale, lease, exchange offer, tender offer or any other transfer, or conveyance of all or substantially all of the property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporation.

5.2.

No Further Rights. After payment of the full amount of the Liquidation Preference, the holders of Series A Convertible Preferred Stock will have no right or claim to any of the remaining assets of the Corporation by virtue of their ownership in the Series A Convertible Preferred Stock.

6. Redemption. If the Series A Convertible Preferred Stock are not converted after four years from their date of issue, the Corporation has the right to call the Series A Convertible Preferred Stock and convert them into Common Stock Series A on a one to one basis or purchase all of the Series A Convertible Preferred Stock at a price of $5.00 per share (the “Redemption Price”).

6.1. Mechanics of Redemption. Not more than 60 nor less than 30 days prior to the redemption date, notice by first class mail, postage prepaid, shall be given to the holders of record of the Series A Convertible Preferred Stock to be redeemed, addressed to such stockholders at their last addresses as shown on the stock books of the Corporation. Each such notice of redemption shall specify the date fixed for redemption, the Redemption Price or the number of shares of Series A Convertible Preferred Stock to be converted, the place or places of tender and that the Redemption Price or the certificate or certificates evidencing the converted shares of Common Stock Series A will be tendered upon presentation and surrender of certificates representing the shares of the Series A Convertible Preferred Stock. Any notice which is mailed as herein provided shall be conclusively presumed to have been duly given, whether or not a holder of the Series A Convertible Preferred Stock receives such notice; and failure to give such notice, or any defect in such notice, to the holders of any shares designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of the Series A Convertible Preferred Stock. On or after the date fixed for redemption as stated in such notice, each holder of the shares called for redemption shall surrender the certificate or certificates evidencing such shares to the Corporation at the place designated in such notice and shall thereupon be entitled to receive the Redemption Price or a certificate or certificates evidencing the converted shares of Common Stock Series A the holder is entitled to. In the case of redemption by conversion into shares of Common Stock Series A, such conversion shall be deemed to have been made immediately prior to the close of business on the date of surrender of the shares of Series A Convertible Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock Series A issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock Series A on such date.

7. Voting Rights. Holders of Series A Convertible Preferred Stock are not entitled to voting rights by virtue of their ownership in the Series A Convertible Preferred Stock.

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8. Conversion. At the election of the holders of the Series A Convertible Preferred Stock, each share of Series A Convertible Preferred Stock is convertible into Common Stock Series A at a rate of one share of Common Stock Series A for one share of Series A Convertible Preferred Stock (the “Conversion Rate”) at any time after: (1) the first anniversary of the issue date, and (2) the Trading Price of the Common Stock Series A has remained at $5.00 per share or greater for a period of 60 consecutive trading days (the “Trading Period”). The “Trading Price” is the average of the bid and ask prices of the Common Stock Series A on the exchange upon which the Common Stock Series A has been traded at the time of measurement for the Trading Period. Upon conversion of the Series A Convertible Preferred Stock into Common Stock Series A, $4.00 per share converted shall be released from the Jackpot Security Account to the Corporation for its general use.

8.1. Mechanics of Conversion. Before any holder of Series A Convertible Preferred Stock shall be entitled to convert the same into shares of Common Stock Series A, such holder shall surrender the certificate or certificates thereof, duly endorsed, at the office of the Corporation or of any transfer agent for such stock, and shall give written notice to the Corporation at such office that it elects to convert the same and shall state therein the number of shares to be converted and the name or names in which it wishes the certificate or certificates for shares of Common Stock Series A to be issued. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder a certificate or certificates for the number of shares of Common Stock Series A to which such holder shall be entitled. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of surrender of the shares of Series A Convertible Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock Series A issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock Series A on such date.

9.

Selling Restrictions. In addition to any limitations provided by law, each holder of Series A Convertible Preferred Stock is entitled to sell no more than 25% of the number of shares of Series A Convertible Preferred Stock held by such holder in a single calendar quarter.

10.

Notice. Except as may otherwise be provided for herein, all notices referred to herein shall be in writing, and all notices hereunder shall be deemed to have been given upon the earlier of receipt of such notice or four business days after the mailing of such notice, if sent by registered mail, with postage pre-paid, addressed: (1) if to the Corporation, to the attention of its corporate secretary or to an agent of the Corporation designated as permitted by the Corporation’s Articles of Incorporation, as amended; (2) if to any holder of the Series A Convertible Preferred Stock, to such holder at the address of such holder as listed in the stock record books of the Corporation (which may include the records of the Corporation’s transfer agent); or (3) to such other address as the Corporation or holder, as the case may be, shall have designated by notice similarly given.

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EX-3.3

Exhibit 3.3

Certificate of Designation
(PURSUANT TO NRS 78.1955)

Important: Read attached instructions before completing form.

ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Designation
For Nevada Profit Corporations

(Pursuant to NRS 78.1955)

1.	Name of corporation:
	Las Vegas Gaming, Inc.
2.	By resolution of the board of directors pursuant to a provision in the articles of incorporation, this certificate establishes the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following class or series of stock:
	The following is a statement of the powers, designations, preferences, limitations, restrictions and relative rights of a series of preferred stock of Las Vegas Gaming, Inc., a Nevada corporation (the “Corporation”), as authorized and ratified on July 11, 2006, by the board of directors of the Corporation (the “Board”), for the purposes of confirming a series of the Corporation’s authorized preferred stock, $.001 par value per share (“Preferred Stock”), designated as Series B Convertible Preferred Stock, and identifying the relative rights and preferences thereof:
	See attached for full text of powers, designations, preferences, limitations, restrictions and relative rights.

3.	Effective date of filing (optional):
		(must not be later than 90 days after the certificate is filed)

4. Officer Signature: /s/ Russell R. Roth  

Filing Fee: $175.00

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

SUBMIT IN DUPLICATE

This form must be accompanied by appropriate fees. See attached fee schedule.	Nevada Secretary of State AM 78.1955 Designation 2003
	Revised on: 11/03/03

CERTIFICATE OF DESIGNATION
OF
SERIES B CONVERTIBLE PREFERRED STOCK
OF
LAS VEGAS GAMING, INC.

(Pursuant to NRS 78.1955)

(Continued)

     The following is a statement of the powers, designations, preferences, limitations, restrictions and relative rights of a series of preferred stock of Las Vegas Gaming, Inc., a Nevada corporation (the “Corporation”), as authorized and ratified on July 11, 2006, by the board of directors of the Corporation (the “Board”), for the purposes of confirming a series of the Corporation’s authorized preferred stock, $.001 par value per share (“Preferred Stock”), designated as Series B Convertible Preferred Stock, and identifying the relative rights and preferences thereof:

1.	Designation and Number. A series of Preferred Stock is hereby designated as Series B Convertible Preferred Stock (“Series B Convertible Preferred Stock”). The number of authorized shares of Series B Convertible Preferred Stock is three hundred fifty thousand (350,000).
2.	Maturity. The Series B Convertible Preferred Stock has no stated maturity and will not be subject to any sinking fund.
3.	Rank. The Series B Convertible Preferred Stock will, with respect to rights upon liquidation, dissolution or winding up of the Corporation, rank: (1) senior to all classes or series of the Corporation’s common stock and to any equity securities issued by the Corporation the terms of which specifically provide that such equity securities rank junior to the Series B Convertible Preferred Stock with respect to rights upon liquidation, dissolution or winding up of the Corporation (the Corporation’s common stock and all other junior ranking classes or series of capital stock being referred to herein collectively as “Junior Stock”); (2) at parity with all equity securities issued by the Corporation the terms of which specifically provide that such equity securities rank at parity with the Series B Convertible Preferred Stock with respect to rights upon liquidation, dissolution or winding up of the Corporation; and (3) junior to all existing and future indebtedness of the Corporation and to the right of each holder of the then outstanding shares of the Corporation’s Series A Convertible Preferred Stock to receive a total of $4.00 per share of Series A Convertible Preferred Stock in distributions, including dividends, liquidity distributions and any other distributions (“Distributions”) funded from the Jackpot Security Account prior to any Distribution to the holders of Series B Convertible Preferred Stock. “Jackpot Security Account” means the Corporation’s separate account in which $4,000,000.00 is reserved solely to satisfy the Corporation’s jackpot security requirements related to keno games operated by the Corporation in Nevada.
4.	Dividend Rights. The Series B Convertible Preferred Stock carries no dividend rights.
5.	Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of Series B Convertible Preferred Stock are entitled to be paid $5.00 per share of Series B Convertible Preferred Stock (the “Liquidation Preference”) out of the assets of the Corporation legally available for distribution to its stockholders before any distribution of assets is made to holders of Junior Stock.

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5.1.

Consolidation or Merger of the Corporation. The consolidation or merger of the Corporation with or into any other corporation, trust or entity or of any other corporation with or into the Corporation, or the sale, lease, exchange offer, tender offer or any other transfer, or conveyance of all or substantially all of the property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporation.

5.2.

No Further Rights. After payment of the full amount of the Liquidation Preference, the holders of Series B Convertible Preferred Stock will have no right or claim to any of the remaining assets of the Corporation by virtue of their ownership in the Series B Convertible Preferred Stock.

6. Redemption.

6.1.

Stockholder Redemption. If, at any time the Corporation determines that the funds provided by the sale of Series B Convertible Preferred Stock are no longer needed or used by the Corporation to provide jackpot security for Nevada Numbers, then each holder of the Series B Convertible Preferred Stock shall have the right to require that the Corporation purchase up to 50% of such holder’s Series B Convertible Preferred Stock owned at the time such shareholder is noticed that the funds are no longer used or needed, for an amount equal to such amount paid by the holder for such stock. If at any time the Corporation determines that the funds provided by the sale of Series B Convertible Preferred Stock are no longer needed or used by the Corporation to provide jackpot security for The Million Dollar Ticket, then each holder of the Series B Convertible Preferred Stock shall have the right to require that the Corporation purchase up to 50% of such holder’s Series B Convertible Preferred Stock owned at the time such shareholder is noticed that the funds are no longer used or needed, for an amount equal to such amount paid by the holder for such stock. The right to require the Corporation to purchase the Series B Convertible Preferred Stock to the Corporation shall remain open for 90 days from the date the holders are noticed that such funds are no longer being used or needed for jackpot security. Additionally, the holders of Series B Convertible Preferred Stock shall have the right, at their election, to sell their shares of Series B Convertible Preferred Stock to the Corporation at any time beginning on July 31, 2008 through and including October 31, 2008 for the amount paid for such stock. Provided, however that in no event shall the holders of Series B Convertible Preferred Stock have the right to sell their shares of Series B Convertible Preferred Stock to the Corporation in exchange for funds paid from the Jackpot Security Account, unless and until the holders of each share of the Corporation’s Series A Convertible Preferred Stock then outstanding have been paid a total of $4.00 per share from the Jackpot Security Account.

6.2.

Corporation Redemption. The Corporation may call the Series B Convertible Preferred Stock at any time the Corporation’s Common Stock Series A is listed and traded on a public stock exchange. In the event the Corporation calls the Series B Convertible Preferred Stock, the holders of the Series B Convertible Preferred Stock shall have the option to either (1) sell their Series B Convertible Preferred Stock to the Corporation at a rate of 125% of the amount such holders paid for the shares plus an additional 10% of the amount such holders paid for the shares for each year, or fraction thereof, such shares have been outstanding beyond two years from the initial issue date of such shares (the redemption prices of the Series B Convertible Preferred Stock in Sections 6.1 and 6.2 of this Certificate of Designation collectively referred to as the “Redemption Price”) or (2) convert the Series B Convertible Preferred Stock into Common Stock Series A at a rate

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of five shares of Common Stock Series A for one share of Series B Convertible Preferred Stock.

6.3.

Mechanics of Redemption. Not more than 60 nor less than 30 days prior to the redemption date, notice by first class mail, postage prepaid, shall be given to the holders of record of the Series B Convertible Preferred Stock to be redeemed, addressed to such stockholders at their last addresses as shown on the stock books of the Corporation. Each such notice of redemption shall specify the date fixed for redemption, the Redemption Price or the number of shares of Series B Convertible Preferred Stock to be converted, the place or places of tender and that the Redemption Price or the certificate or certificates evidencing the converted shares of Common Stock Series A will be tendered upon presentation and surrender of certificates representing the shares of the Series B Convertible Preferred Stock. Any notice which is mailed as herein provided shall be conclusively presumed to have been duly given, whether or not a holder of the Series B Convertible Preferred Stock receives such notice; and failure to give such notice, or any defect in such notice, to the holders of any shares designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of the Series B Convertible Preferred Stock. On or after the date fixed for redemption as stated in such notice, each holder of the shares called for redemption shall surrender the certificate or certificates evidencing such shares to the Corporation at the place designated in such notice and shall thereupon be entitled to receive the Redemption Price or a certificate or certificates evidencing the converted shares of Common Stock Series A the holder is entitled to. In the case of redemption by conversion into shares of Common Stock Series A, such conversion shall be deemed to have been made immediately prior to the close of business on the date of surrender of the shares of Series B Convertible Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock Series A issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock Series A on such date.

7.	Voting Rights. Holders of Series B Convertible Preferred Stock are not entitled to voting rights by virtue of their ownership in the Series B Convertible Preferred Stock.
8.	Conversion. At the election of the holders of the Series B Convertible Preferred Stock, each share of Series B Convertible Preferred Stock is convertible at any time into Common Stock Series A at a rate of five shares of Common Stock Series A for one share of Series B Convertible Preferred Stock (the “Conversion Rate”).

8.1. Mechanics of Conversion. Before any holder of Series B Convertible Preferred Stock shall be entitled to convert the same into shares of Common Stock Series A, such holder shall surrender the certificate or certificates thereof, duly endorsed, at the office of the Corporation or of any transfer agent for such stock, and shall give written notice to the Corporation at such office that it elects to convert the same and shall state therein the number of shares to be converted and the name or names in which it wishes the certificate or certificates for shares of Common Stock Series A to be issued. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder a certificate or certificates for the number of shares of Common Stock Series A to which such holder shall be entitled. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of surrender of the shares of Series B Convertible Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock Series A issuable upon such conversion shall be

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treated for all purposes as the record holder or holders of such shares of Common Stock Series A on such date.

9. Notice. Except as may otherwise be provided for herein, all notices referred to herein shall be in writing, and all notices hereunder shall be deemed to have been given upon the earlier of receipt of such notice or four business days after the mailing of such notice, if sent by registered mail, with postage pre-paid, addressed: (1) if to the Corporation, to the attention of its corporate secretary or to an agent of the Corporation designated as permitted by the Corporation’s Articles of Incorporation, as amended; (2) if to any holder of the Series B Convertible Preferred Stock, to such holder at the address of such holder as listed in the stock record books of the Corporation (which may include the records of the Corporation’s transfer agent); or (3) to such other address as the Corporation or holder, as the case may be, shall have designated by notice similarly given.

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EX-3.4

Exhibit 3.4

Certificate of Designation
(PURSUANT TO NRS 78.1955)

Important: Read attached instructions before completing form.

ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Designation
For Nevada Profit Corporations

(Pursuant to NRS 78.1955)

1.	Name of corporation:
	Las Vegas Gaming, Inc.
2.	By resolution of the board of directors pursuant to a provision in the articles of incorporation, this certificate establishes the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following class or series of stock:
	The following is a statement of the powers, designations, preferences, limitations, restrictions and relative rights of a series of preferred stock of Las Vegas Gaming, Inc., a Nevada corporation (the “Corporation”), as authorized and ratified on July 11, 2006, by the board of directors of the Corporation (the “Board”), for the purposes of confirming a series of the Corporation’s authorized preferred stock, $.001 par value per share (“Preferred Stock”), designated as Series C Convertible Preferred Stock, and identifying the relative rights and preferences thereof:
	See attached for full text of powers, designations, preferences, limitations, restrictions and relative rights.

3.	Effective date of filing (optional):
		(must not be later than 90 days after the certificate is filed)

4. Officer Signature: /s/ Russell R. Roth  

Filing Fee: $175.00

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

SUBMIT IN DUPLICATE

This form must be accompanied by appropriate fees. See attached fee schedule.	Nevada Secretary of State AM 78.1955 Designation 2003
	Revised on: 11/03/03

CERTIFICATE OF DESIGNATION
OF
SERIES C CONVERTIBLE PREFERRED STOCK
OF
LAS VEGAS GAMING, INC.

(Pursuant to NRS 78.1955)

(Continued)

     The following is a statement of the powers, designations, preferences, limitations, restrictions and relative rights of a series of preferred stock of Las Vegas Gaming, Inc., a Nevada corporation (the “Corporation”), as authorized and ratified on July 11, 2006, by the board of directors of the Corporation (the “Board”), for the purposes of confirming a series of the Corporation’s authorized preferred stock, $.001 par value per share (“Preferred Stock”), designated as Series C Convertible Preferred Stock, and identifying the relative rights and preferences thereof:

1.	Designation and Number. A series of Preferred Stock is hereby designated as Series C Convertible Preferred Stock (“Series C Convertible Preferred Stock”). The number of authorized shares of Series C Convertible Preferred Stock is one hundred thousand (100,000).
2.	Maturity. The Series C Convertible Preferred Stock has no stated maturity and will not be subject to any sinking fund.
3.	Rank. The Series C Convertible Preferred Stock will, with respect to rights upon liquidation, dissolution or winding up of the Corporation, rank: (1) senior to all classes or series of the Corporation’s common stock and to any equity securities issued by the Corporation the terms of which specifically provide that such equity securities rank junior to the Series C Convertible Preferred Stock with respect to rights upon liquidation, dissolution or winding up of the Corporation (the Corporation’s common stock and all other junior ranking classes or series of capital stock being referred to herein collectively as “Junior Stock”); (2) at parity with the Corporation’s Series A Convertible Preferred Stock, except with respect to the right of the holders of each share of the Corporation’s Series A Convertible Preferred Stock then outstanding to have been paid a total of $4.00 per share in distributions, including dividends, liquidity distributions and any other distributions (“Distributions”) prior to any Distribution to the holders of any common stock or preferred stock of the Corporation funded from the account established by the Corporation in which $4,000,000.00 is reserved solely to satisfy the Corporation’s jackpot security requirements related to keno games operated by the Corporation in Nevada (the “Jackpot Security Account”), and with all equity securities issued by the Corporation the terms of which specifically provide that such equity securities rank at parity with the Series C Convertible Preferred Stock with respect to rights upon liquidation, dissolution or winding up of the Corporation; and (3) junior to all existing and future indebtedness of the Corporation, to the Corporation’s Series A Convertible Preferred Stock only with respect to the Jackpot Security Account and to the Corporation’s Series B Convertible Preferred Stock.
4.	Dividend Rights. The Series C Convertible Preferred Stock carries no dividend rights.
5.	Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of Series C Convertible Preferred Stock are entitled to be paid $5.00 per share of Series C Convertible Preferred Stock (the “Liquidation Preference”)

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out of the assets of the Corporation legally available for distribution to its stockholders before any distribution of assets is made to holders of Junior Stock.

5.1.

Consolidation or Merger of the Corporation. The consolidation or merger of the Corporation with or into any other corporation, trust or entity or of any other corporation with or into the Corporation, or the sale, lease, exchange offer, tender offer or any other transfer, or conveyance of all or substantially all of the property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporation.

5.2.

No Further Rights. After payment of the full amount of the Liquidation Preference, the holders of Series C Convertible Preferred Stock will have no right or claim to any of the remaining assets of the Corporation by virtue of their ownership in the Series C Convertible Preferred Stock.

6. Redemption. At any time after the Corporation’s Common Stock Series A trades on the Nasdaq Global Market, the New York Stock Exchange or the American Stock Exchange at a price in excess of $10.00 per share for a period of thirty consecutive trading days, the Corporation has the option of redeeming each share of Series C Convertible Preferred Stock for five shares of Common Stock Series A.

6.1. Mechanics of Redemption. Not more than 60 nor less than 30 days prior to the redemption date, notice by first class mail, postage prepaid, shall be given to the holders of record of the Series C Convertible Preferred Stock to be redeemed, addressed to such stockholders at their last addresses as shown on the stock books of the Corporation. Each such notice of redemption shall specify the date fixed for redemption, the Redemption Price or the number of shares of Series A Convertible Preferred Stock to be converted, the place or places of tender and that the Redemption Price or the certificate or certificates evidencing the converted shares of Common Stock Series A will be tendered upon presentation and surrender of certificates representing the shares of the Series A Convertible Preferred Stock. Any notice which is mailed as herein provided shall be conclusively presumed to have been duly given, whether or not a holder of the Series C Convertible Preferred Stock receives such notice; and failure to give such notice, or any defect in such notice, to the holders of any shares designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of the Series C Convertible Preferred Stock. On or after the date fixed for redemption as stated in such notice, each holder of the shares called for redemption shall surrender the certificate or certificates evidencing such shares to the Corporation at the place designated in such notice and shall thereupon be entitled to receive the Redemption Price or a certificate or certificates evidencing the converted shares of Common Stock Series A the holder is entitled to. In the case of redemption by conversion into shares of Common Stock Series A, such conversion shall be deemed to have been made immediately prior to the close of business on the date of surrender of the shares of Series C Convertible Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock Series A issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock Series A on such date.

7. Voting Rights. Holders of Series C Convertible Preferred Stock are not entitled to voting rights by virtue of their ownership in the Series C Convertible Preferred Stock.

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8. Conversion. At the election of the holders of the Series C Convertible Preferred Stock, each share of Series C Convertible Preferred Stock is convertible at any time into Common Stock Series A at a rate of five shares of Common Stock Series A for one share of Series C Convertible Preferred Stock (the “Conversion Rate”).

8.1. Mechanics of Conversion. Before any holder of Series C Convertible Preferred Stock shall be entitled to convert the same into shares of Common Stock Series A, such holder shall surrender the certificate or certificates thereof, duly endorsed, at the office of the Corporation or of any transfer agent for such stock, and shall give written notice to the Corporation at such office that it elects to convert the same and shall state therein the number of shares to be converted and the name or names in which it wishes the certificate or certificates for shares of Common Stock Series A to be issued. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder a certificate or certificates for the number of shares of Common Stock Series A to which such holder shall be entitled. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of surrender of the shares of Series C Convertible Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock Series A issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock Series A on such date.

9. Notice. Except as may otherwise be provided for herein, all notices referred to herein shall be in writing, and all notices hereunder shall be deemed to have been given upon the earlier of receipt of such notice or four business days after the mailing of such notice, if sent by registered mail, with postage pre-paid, addressed: (1) if to the Corporation, to the attention of its corporate secretary or to an agent of the Corporation designated as permitted by the Corporation’s Articles of Incorporation, as amended; (2) if to any holder of the Series C Convertible Preferred Stock, to such holder at the address of such holder as listed in the stock record books of the Corporation (which may include the records of the Corporation’s transfer agent); or (3) to such other address as the Corporation or holder, as the case may be, shall have designated by notice similarly given.

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EX-3.5

Exhibit 3.5

Certificate of Designation
(PURSUANT TO NRS 78.1955)

Important: Read attached instructions before completing form.

ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Designation
For Nevada Profit Corporations

(Pursuant to NRS 78.1955)

1.	Name of corporation:
	Las Vegas Gaming, Inc.
2.	By resolution of the board of directors pursuant to a provision in the articles of incorporation, this certificate establishes the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following class or series of stock:
	The following is a statement of the powers, designations, preferences, limitations, restrictions and relative rights of a series of preferred stock of Las Vegas Gaming, Inc., a Nevada corporation (the “Corporation”), as authorized and ratified on July 11, 2006, by the board of directors of the Corporation (the “Board”), for the purposes of confirming a series of the Corporation’s authorized preferred stock, $.001 par value per share (“Preferred Stock”), designated as Series D Convertible Preferred Stock, and identifying the relative rights and preferences thereof:
	See attached for full text of powers, designations, preferences, limitations, restrictions and relative rights.

3.	Effective date of filing (optional):
		(must not be later than 90 days after the certificate is filed)

4. Officer Signature: /s/ Russell R. Roth  

Filing Fee: $175.00

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

SUBMIT IN DUPLICATE

This form must be accompanied by appropriate fees. See attached fee schedule.	Nevada Secretary of State AM 78.1955 Designation 2003
	Revised on: 11/03/03

CERTIFICATE OF DESIGNATION
OF
SERIES D CONVERTIBLE PREFERRED STOCK
OF
LAS VEGAS GAMING, INC.

(Pursuant to NRS 78.1955)

(Continued)

     The following is a statement of the powers, designations, preferences, limitations, restrictions and relative rights of a series of preferred stock of Las Vegas Gaming, Inc., a Nevada corporation (the “Corporation”), as authorized and ratified on July 11, 2006, by the board of directors of the Corporation (the “Board”), for the purposes of confirming a series of the Corporation’s authorized preferred stock, $.001 par value per share (“Preferred Stock”), designated as Series D Convertible Preferred Stock, and identifying the relative rights and preferences thereof:

1.	Designation and Number. A series of Preferred Stock is hereby designated as Series D Convertible Preferred Stock (“Series D Convertible Preferred Stock”). The number of authorized shares of Series D Convertible Preferred Stock is one hundred twenty five thousand (125,000).
2.	Maturity. The Series D Convertible Preferred Stock has no stated maturity and will not be subject to any sinking fund.
3.	Rank. The Series D Convertible Preferred Stock will, with respect to rights upon liquidation, dissolution or winding up of the Corporation, rank: (1) senior to all classes or series of the Corporation’s common stock and to any equity securities issued by the Corporation the terms of which specifically provide that such equity securities rank junior to the Series D Convertible Preferred Stock with respect to rights upon liquidation, dissolution or winding up of the Corporation (the Corporation’s common stock and all other junior ranking classes or series of capital stock being referred to herein collectively as “Junior Stock”); (2) at parity with all equity securities issued by the Corporation the terms of which specifically provide that such equity securities rank at parity with the Series D Convertible Preferred Stock with respect to rights upon liquidation, dissolution or winding up of the Corporation; and (3) junior to all existing and future indebtedness of the Corporation, to the Corporation’s Series A Convertible Preferred Stock, to the Corporation’s Series B Convertible Preferred Stock and to the Corporation’s Series C Convertible Preferred Stock.
4.	Dividend Rights. The Series D Convertible Preferred Stock carries no dividend rights.
5.	Liquidation Preference. Upon any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Corporation, the holders of Series D Convertible Preferred Stock are entitled to be paid $2.00 per share of Series D Convertible Preferred Stock (the “Liquidation Preference”) out of the assets of the Corporation legally available for distribution to its stockholders before any distribution of assets is made to holders of Junior Stock.

5.1. Consolidation or Merger of the Corporation. The consolidation or merger of the Corporation with or into any other corporation, trust or entity or of any other corporation with or into the Corporation, or the sale, lease, exchange offer, tender offer or any other transfer, or conveyance of all or substantially all of the property or business of the

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	Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporation.
5.2.	No Further Rights. After payment of the full amount of the Liquidation Preference, the holders of Series D Convertible Preferred Stock will have no right or claim to any of the remaining assets of the Corporation by virtue of their ownership of the Series D Convertible Preferred Stock.

6. Redemption. At any time after the Corporation’s Common Stock Series A trades on the Nasdaq Global Market, the New York Stock Exchange or the American Stock Exchange at a price in excess of $5.00 per share for a period of thirty consecutive trading days, the Corporation has the option of redeeming each share of Series D Convertible Preferred Stock for one share of Common Stock Series A. Additionally, at any time after July 31, 2006, the Corporation has the right, upon notification as set forth herein, to repurchase any or all of the Series D Convertible Preferred Stock for an amount equal to $2.00 per share.

6.1. Mechanics of Redemption. Not more than 60 nor less than 30 days prior to the redemption date, notice by first class mail, postage prepaid, shall be given to the holders of record of the Series D Convertible Preferred Stock to be redeemed, addressed to such stockholders at their last addresses as shown on the stock books of the Corporation. Each such notice of redemption shall specify the date fixed for redemption, the Redemption Price or the number of shares of Series D Convertible Preferred Stock to be converted, the place or places of tender and that the Redemption Price or the certificate or certificates evidencing the converted shares of Common Stock Series A will be tendered upon presentation and surrender of certificates representing the shares of the Series D Convertible Preferred Stock. Any notice which is mailed as herein provided shall be conclusively presumed to have been duly given, whether or not a holder of the Series D Convertible Preferred Stock receives such notice; and failure to give such notice, or any defect in such notice, to the holders of any shares designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of the Series D Convertible Preferred Stock. On or after the date fixed for redemption as stated in such notice, each holder of the shares called for redemption shall surrender the certificate or certificates evidencing such shares to the Corporation at the place designated in such notice and shall thereupon be entitled to receive the Redemption Price or a certificate or certificates evidencing the converted shares of Common Stock Series A the holder is entitled to. In the case of redemption by conversion into shares of Common Stock Series A, such conversion shall be deemed to have been made immediately prior to the close of business on the date of surrender of the shares of Series D Convertible Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock Series A issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock Series A on such date.

7. Voting Rights. Holders of Series D Convertible Preferred Stock are not entitled to voting rights by virtue of their ownership in the Series D Convertible Preferred Stock.

8. Conversion. At the election of the holders of the Series D Convertible Preferred Stock, each share of Series D Convertible Preferred Stock is convertible at any time into Common Stock Series A at a rate of one share of Common Stock Series A for one share of Series D Convertible Preferred Stock (the “Conversion Rate”).

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8.1. Mechanics of Conversion. Before any holder of Series D Convertible Preferred Stock shall be entitled to convert the same into shares of Common Stock Series A, such holder shall surrender the certificate or certificates thereof, duly endorsed, at the office of the Corporation or of any transfer agent for such stock, and shall give written notice to the Corporation at such office that it elects to convert the same and shall state therein the number of shares to be converted and the name or names in which it wishes the certificate or certificates for shares of Common Stock Series A to be issued. The Corporation shall, as soon as practicable thereafter, issue and deliver at such office to such holder a certificate or certificates for the number of shares of Common Stock Series A to which such holder shall be entitled. Such conversion shall be deemed to have been made immediately prior to the close of business on the date of surrender of the shares of Series D Convertible Preferred Stock to be converted, and the person or persons entitled to receive the shares of Common Stock Series A issuable upon such conversion shall be treated for all purposes as the record holder or holders of such shares of Common Stock Series A on such date.

9. Notice. Except as may otherwise be provided for herein, all notices referred to herein shall be in writing, and all notices hereunder shall be deemed to have been given upon the earlier of receipt of such notice or four business days after the mailing of such notice, if sent by registered mail, with postage pre-paid, addressed: (1) if to the Corporation, to the attention of its corporate secretary or to an agent of the Corporation designated as permitted by the Corporation’s Articles of Incorporation, as amended; (2) if to any holder of the Series D Convertible Preferred Stock, to such holder at the address of such holder as listed in the stock record books of the Corporation (which may include the records of the Corporation’s transfer agent); or (3) to such other address as the Corporation or holder, as the case may be, shall have designated by notice similarly given.

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EX-3.6

Exhibit 3.6

Certificate of Designation
(PURSUANT TO NRS 78.1955)

Important: Read attached instructions before completing form.

ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Designation
For Nevada Profit Corporations

(Pursuant to NRS 78.1955)

1.	Name of corporation:
	Las Vegas Gaming, Inc.
2.	By resolution of the board of directors pursuant to a provision in the articles of incorporation, this certificate establishes the following regarding the voting powers, designations, preferences, limitations, restrictions and relative rights of the following class or series of stock:
	The following is a statement of the powers, designations, preferences, limitations, restrictions and relative rights of a series of common stock of Las Vegas Gaming, Inc., a Nevada corporation (the “Corporation”), as determined on July 11, 2006, by the board of directors of the Corporation (the “Board”), for the purposes of confirming a series of the Corporation’s common stock, $.001 par value per share, designated as Common Stock, and identifying the relative rights and preferences thereof:
	See attached for full text of powers, designations, preferences, limitations, restrictions and relative rights.

3.	Effective date of filing (optional):
		(must not be later than 90 days after the certificate is filed)

4. Officer Signature: /s/ Russell R. Roth  

Filing Fee: $175.00

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

SUBMIT IN DUPLICATE

This form must be accompanied by appropriate fees. See attached fee schedule.	Nevada Secretary of State AM 78.1955 Designation 2003
	Revised on: 11/03/03

CERTIFICATE OF DESIGNATION
OF
COMMON STOCK
OF
LAS VEGAS GAMING, INC.

(Pursuant to NRS 78.1955)

(Continued)

     The following is a statement of the powers, designations, preferences, limitations, restrictions and relative rights of a series of common stock of Las Vegas Gaming, Inc., a Nevada corporation (the “Corporation”), as determined on July 11, 2006, by the board of directors of the Corporation (the “Board”), for the purposes of authorizing a series of the Corporation’s common stock, $.001 par value per share, designated as common stock, and identifying the relative rights and preferences thereof:

1.	Designation and Number. A series of the Corporation’s common stock is hereby designated as common stock (the “Common Stock”). The number of authorized shares of the Common Stock is sixty five million (65,000,000).
2.	Maturity. The Common Stock has no stated maturity and will not be subject to any sinking fund or mandatory redemption. All Common Stock when issued are fully paid and non-assessable.
3.	Rank. The Common Stock will, with respect to dividend rights and rights upon liquidation, dissolution or winding up of the Corporation, rank: (1) senior to any equity securities issued by the Corporation the terms of which specifically provide that such equity securities rank junior to the Common Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of the Corporation (all junior ranking classes or series of capital stock being referred to herein collectively as “Junior Stock”); (2) at parity with the Corporation’s Common Stock Series A and all equity securities issued by the Corporation the terms of which specifically provide that such equity securities rank at parity with the Common Stock with respect to dividend rights or rights upon liquidation, dissolution or winding up of the Corporation; and (3) junior to all existing and future indebtedness of the Corporation, to the Corporation’s Series A Convertible Preferred Stock, to the Corporation’s Series B Convertible Preferred Stock, to the Corporation’s Series C Convertible Preferred Stock and to the Corporation’s Series D Convertible Preferred Stock.
4.	Dividend Rights. Holders of the Corporation’s Common Stock Series A and Common Stock are entitled to receive dividends pro rata based on the number of shares held, when, and if declared by the Board, from funds legally available therefore, subject to the rights of holders of any outstanding preferred stock.
5.	Liquidation Preference. In the event of liquidation, dissolution or winding up of the affairs of the Corporation, all assets and funds of the Corporation remaining after the payment of all debts and other liabilities, subject to the rights of the holders of any outstanding preferred stock, shall be distributed, pro rata, among the holders of the Corporation’s Common Stock Series A and Common Stock up to the amount paid for such shares before any distribution of assets is made to holders of Junior Stock.

5.1. Consolidation or Merger of the Corporation. The consolidation or merger of the

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Corporation with or into any other corporation, trust or entity or of any other corporation with or into the Corporation, or the sale, lease, exchange offer, tender offer or any other transfer, or conveyance of all or substantially all of the property or business of the Corporation, shall not be deemed to constitute a liquidation, dissolution or winding up of the Corporation.

6. Voting Rights. Holders of Common Stock have the right to cast one vote for each share held of record on all matters submitted to a vote of holders of the Corporation’s common stock, including the election of directors, and all other matters as required by law. There is no right to cumulative voting in the election of directors. Stockholders holding a majority of the voting power of the capital stock issued and outstanding and entitled to vote, represented in person or by proxy, are necessary to constitute a quorum at any meeting of the Corporation’s stockholders, and the vote of the holders of a majority of such outstanding shares is required to effect certain fundamental corporate changes such as liquidation, merger or amendment of the Corporation’s articles of incorporation. The holders of the Common Stock shall vote together with all other classes and series of common stock of the Corporation as a single class on all actions to be taken by the common stock holders of the Corporation except to the extent that voting as a separate class or series is required by law.

7. Limitation of Rights. Holders of Common Stock are not entitled to any pre-emptive, subscription or conversion rights.

8. Notice. Except as may otherwise be provided for herein, all notices referred to herein shall be in writing, and all notices hereunder shall be deemed to have been given upon the earlier of receipt of such notice or four business days after the mailing of such notice, if sent by registered mail, with postage pre-paid, addressed: (1) if to the Corporation, to the attention of its corporate secretary or to an agent of the Corporation designated as permitted by the Corporation’s Articles of Incorporation, as amended; (2) if to any holder of the Common Stock, to such holder at the address of such holder as listed in the stock record books of the Corporation (which may include the records of the Corporation’s transfer agent); or (3) to such other address as the Corporation or holder, as the case may be, shall have designated by notice similarly given.

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