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):		September 28, 2007
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))

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SECTION 1 – REGISTRANT’S BUSINESS AND OPERATIONS

Item 1.01 – Entry Into a Material Definitive Agreement

(a)           On September 28, 2007, Las Vegas Gaming, Inc. (the “Company”) entered into a letter agreement with CAMOFI Master LDC (“CAMOFI”) whereby the Company revised the terms of its $5,000,000 bridge financing with CAMOFI.  Under the revised terms, the quarterly commitment fee of $125,000 due October 1, 2007 under the Company’s senior secured convertible note due January 1, 2009 in favor of CAMOFI (the “Note”) was deferred until January 1, 2008.  The monthly principal payments of $208,333 due on October 1, 2007, November 1, 2007 and December 1, 2007 were also deferred until April 1, 2008.  The Company also received an extension to February 28, 2008 and June 30, 2008 on the filing and effectiveness dates, respectively, for registration rights for any shares of Common Stock Series A issuable to CAMOFI.  The principal balance of the Note was increased by $250,000 to $5,250,000 with this additional principal amount due on the maturity date.

The Company and CAMOFI also clarified that CAMOFI has the right to convert up to 100% of the Note into Common Stock Series A and that the Company will give CAMOFI at least ten business days notice prior to any prepayments or repayments under the Note, during which time CAMOFI has the right to convert any portion of the Note into Common Stock Series A.  The Company also agreed to reduce its cash burn to no more than $460,000 per month and adhere to additional cash burn limitations proposed by CAMOFI from time to time.

The foregoing summary is qualified in its entirety by reference to the complete text of the letter agreement between the Company and CAMOFI, a copy of which is attached hereto as Exhibit 10.01 and is incorporated herein by reference.

SECTION 9 — FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 – Financial Statements and Exhibits.

(d) Exhibits.

Exhibit	Name
10.01	Letter Agreement with CAMOFI Master LDC dated September 28, 2007

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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:  October 4, 2007	By:	/s/ Bruce Shepard
		Bruce A. Shepard Chief Financial Officer

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EX-10.1

EXHIBIT 10.01

CAMOFI Letter Agreement

September 28, 2007

Las Vegas Gaming, Inc.

4000 W. Ali Baba Lane

Las Vegas, Nevada  89118

Attn:    Jon D. Berkley, Chief Executive Officer

              Bruce Shepard, Chief Financial Officer

Gentlemen:

Reference is hereby made to (i) the Senior Secured Convertible Note due January 1, 2009 (the “Note”) in the aggregate principal amount of $5,000,000 made by Las Vegas Gaming, Inc. (the “Company”) in favor of CAMOFI Master LDC (“CAMOFI”), (ii) the Registration Rights Agreement (the “Registration Rights Agreement”) dated as of March 31, 2006 between the Company and CAMOFI, and (iii) the additional transactions documents related thereto (the “Transaction Documents”).  In consideration of CAMOFI agreeing to defer certain payments, the Company and CAMOFI hereby agree as follows:

1.   The “Commitment Fee” payment due on October 1, 2007 pursuant to the Note shall be deferred until January 1, 2008, at which time such full amount shall be due and payable.  The Commitment Fee that is due and payable on January 1, 2008 shall remain due and payable on such date.

2.   The Monthly Redemption Amounts due on October 1, 2007, November 1, 2007 and December 1, 2007 pursuant to the Note shall each be deferred until April 1, 2008.  The Monthly Redemption Amount due and payable on April 1, 2008 shall remain due and payable on such date.

3.   The Aggregate Principal Amount of the Note shall be increased by $250,000 to $5,250,000.  The additional principal amount shall be due on the Maturity Date.

4.   The “Filing Date” and “Effectiveness Date” as such terms are defined in the Registration Rights Agreement shall be amended to read February 28, 2008 and June 30, 2008, respectively.

5.   Anything to the Contrary in the Note or other agreement notwithstanding, CAMOFI shall have the right to convert up to 100% of the Note into Common Stock.  The Company further agrees to give CAMOFI at least ten Business Day’s prior notice prior to any prepayments or repayments pursuant to the Note, during which time CAMOFI shall have the right to convert any portion of its Note into Common Stock.

6.   The Company shall reduce its cash burn to no more than $460,000 per month by October 10, 2007.  Additionally, the Company shall adhere to cash burn limitations proposed by CAMOFI from time to time.

7.   The Company shall make available to CAMOFI (or its representatives) its executive officers and its financial personnel for an on-site review of the financial condition of the Company (including a detailed analysis of its expenses).  The Company shall reimburse CAMOFI for all costs and expenses related to such review.

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Based on the foregoing, the Company and CAMOFI acknowledge and agree that, as of the date hereof, each party is in good standing under the Note, the Registration Rights Agreement and the Transaction Documents and that, as of the date hereof, there are no defaults under the Note, the Registration Rights Agreement or any of the Transaction Documents by either party.

If this letter is accordance with your understanding, please sign your name in the space provided below.

Very truly yours,

/s/ Keith D. Wellner                   

Keith D. Wellner

General Counsel

ACCEPTED AND AGREED TO:

Las Vegas Gaming, Inc.

By: /s/ Bruce Shepard                 

Name:   Bruce Shepard

Title:    Chief Financial Officer

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