8-K

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): February 12, 2007

Las Vegas Gaming, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-30375	88-0392994
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer 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))

TABLE OF CONTENTS

	Item 3.03 Material Modification to Rights of Security Holders.
	Item 8.01 Other Events.
	Item 9.01 — Financial Statements and Exhibits.
SIGNATURES
Exhibit Index
EX-10.01
EX-10.02

SECTION 3 — SECURITIES AND TRADING MARKETS

Item 3.03 Material Modification to Rights of Security Holders.

          As a result of our agreement with Treasure Island Hotel and Casino (“TI”), a wholly-owned subsidiary of MGM Mirage, whereby TI agreed to maintain the required base jackpot bankroll for our linked, progressive keno game, Nevada Numbers™, the cash resources previously required by the Nevada Gaming Control Board to be maintained as security for the Nevada Numbers™ jackpot will now be available for use in our operations. Since the cash is no longer required to bankroll Nevada Numbers™, we provided notices to holders of our Series A Convertible Preferred Stock of our right to redeem all of the outstanding shares of Series A Convertible Preferred Stock and to holders of our Series B Convertible Preferred Stock of the opportunity to convert one-half of their respective shares for either the return of their original investment or shares of Common Stock Series A.

          On February 12, 2007, we sent a notice to holders of our Series A Convertible Preferred Stock (the “Series A Notice”) in which we provided notice of the exercise of our right to convert all of the outstanding shares of Series A Convertible Preferred Stock into shares of Common Stock Series A on a one-for-one basis. The conversion date will be March 15, 2007.

          On February 12, 2007, we sent a notice to holders of our Series B Convertible Preferred Stock (the “Series B Notice”) in which we advised said holders of their right to exchange one-half of their respective shares of Series B Convertible Preferred Stock for either the return of their original investment (i.e., $5.00 per share) or five shares of Common Stock Series A for each share of Series B Convertible Preferred Stock. We have also notified holders of our Series B Convertible Preferred Stock that they may convert all of their shares into shares of Common Stock Series A on the same basis. We have set May 13, 2007 as the deadline for the receipt of the election of the holders of our Series B Convertible Preferred Stock.

          For additional information concerning the foregoing, reference is made to the Series A Notice and the Series B Notice, which are attached as exhibits hereto and incorporated by reference herein.

SECTION 8 — OTHER EVENTS

Item 8.01 Other Events.

     Reference is made to the disclosure set forth under Item 3.03 of this report, which disclosure is incorporated herein by reference.

SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 — Financial Statements and Exhibits.

          (d) Exhibits.

Exhibit	Name
Exhibit 10.01	Letter to holders of Series A Convertible Preferred Stock.
Exhibit 10.02	Letter to holders of Series B Convertible Preferred Stock.

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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.

	LAS VEGAS GAMING, INC.
Date: February 16, 2007	By:	/s/ Bruce A. Shepard
		Bruce A. Shepard
		Chief Financial Officer

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Exhibit Index

Exhibit	Name	Page
Exhibit 10.01	Letter to holders of Series A Convertible Preferred Stock.		5
Exhibit 10.02	Letter to holders of Series B Convertible Preferred Stock.		6

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EX-10.01

EXHIBIT 10.01

LAS VEGAS GAMING
SERIES A CONVERTIBLE PREFERRED STOCK

To:	Holders of Las Vegas Gaming, Inc. Series A Preferred Stock
From:	Russell Roth — CEO Las Vegas Gaming, Inc.
Date:	February 12, 2007
Subject:	Exchanging Series A Convertible Preferred Stock for Series A Common Stock

Las Vegas Gaming, Inc. (“LVGI” or “the Company”) recently entered into an agreement with Treasure Island Hotel and Casino (“TI”), a wholly-owned subsidiary of MGM Mirage, whereby TI will maintain the required base jackpot bankroll for LVGI’s linked, progressive keno game, Nevada Numbers. Cash resources previously required by the Nevada Gaming Control Board to be maintained as security for the Nevada Numbers jackpot will now be available to the Company for operations in addition to its planned rollout of PortalVision™.

In light of this development, and pursuant to the provisions of the Series A Convertible Preferred Private Placement Memorandum (and the associated Certificate of Designation), the Company is hereby exercising its right to convert all the Series A Convertible Preferred Shares into Series A Common Shares on a one-for-one basis. The redemption date will be March 15, 2007. Accordingly, we respectfully request that you sign the Series A Preferred stock certificate on the reverse side of the certificate, with a gold medallion signature guarantee from your bank or stock broker, and mail it to the Company in the pre-addressed envelope enclosed. In addition, please indicate on the enclosed card the name in which you would like the Series A Common shares to be registered along with the address to which you want the certificate mailed. If you have any questions, please contact our Chief Financial Officer, Bruce Shepherd at 702-871-7111.

We thank you for the confidence that you have shown by your investment in our Company and for your continued patience as we strive to achieve the success that we all anticipated at the time of the Series A Offering.

Sincerely,

/s/ Russell Roth

Russell Roth
CEO
Las Vegas Gaming, Inc.

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EX-10.02

EXHIBIT 10.02

LAS VEGAS GAMING
SERIES B CONVERTIBLE PREFERRED STOCK

To:	Holders of Las Vegas Gaming, Inc. Series B Preferred Stock
From:	Russell Roth — CEO Las Vegas Gaming, Inc.
Date:	February 12, 2007
Subject:	Exchanging Series B Convertible Preferred Stock for Series A Common Stock or Cash

Las Vegas Gaming, Inc. (“LVGI” or “the Company”) recently entered into an agreement with Treasure Island Hotel and Casino (“TI”), a wholly-owned subsidiary of MGM Mirage, whereby TI will maintain the required base jackpot bankroll for LVGI’s linked, progressive keno game, Nevada Numbers. Cash resources previously required by the Nevada Gaming Control Board to be maintained as security for the Nevada Numbers jackpot will now be available to the Company for operations in addition to its planned rollout of PortalVision™.

In light of this development, and pursuant to the Certificate of Designation for Series B Convertible Preferred Stock, the Company is hereby providing notice of your right to exchange one-half of your Series B Preferred Shares for either:

(a)	your original investment in the shares exchanged, i.e., $5 per share, or
(b)	Series A common shares — at the rate of 5 Series A Common Shares for every 1 Series B Preferred Share or
(c)	you may also elect to exchange all of your Series B Preferred Shares, for Series A Common Shares at a rate of 5 Series A Common Shares for every 1 Series B Preferred Share.

The funds represented by the remaining one-half of your Series B Preferred Shares will continue to be held by the Company as security for its linked, progressive keno game, The Million Dollar Ticket.

We respectfully request that you notify the Company of your decision as soon as possible, but not later than May 13, 2007. In so doing, we ask that you complete the accompanying form and return it, along with your Series B Preferred Certificate, which has been signed on the reverse side, with a gold medallion signature guarantee from your bank or stock broker, and mail it to the Company in the pre-addressed envelope provided for your convenience.

If, in making your decision, you desire updated information about LVGI, we encourage you to visit our website at www.LVGI.com or to contact our Chief Financial Officer, Bruce Shepard, at 702-871-7111.

We thank you for the confidence that you have shown by your investment in our Company and for your continued patience as we strive to achieve the success that we all anticipated at the time of the Series B Offering.

Sincerely,

/s/ Russell Roth

Russell Roth
CEO
Las Vegas Gaming, Inc.

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