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):		December 21, 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 December 21, 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 $5,250,000 bridge financing with CAMOFI.  Under the revised terms, the quarterly commitment fee of $256,250 due January 1, 2008 under the Company’s senior secured convertible note (the “Note”) due January 1, 2009 in favor of CAMOFI was deferred until July 1, 2008.  The quarterly commitment fee of $131,250 due on April 1, 2008 was also deferred until July 1, 2008.

Regarding the registration of the Registrable Securities, as defined in the Registration Rights Agreement dated March 31, 2006 between the Company and CAMOFI (the “Registration Rights Agreement”), the Company received an extension to the Filing Date and Effectiveness Date, as those terms are defined in the Registration Rights Agreement.  The Filing Date was extended from February 28, 2008 until the earlier of September 30, 2008 or the closing of a Qualified Financing, as defined in the Securities Purchase Agreement dated March 31, 2006 between the Company and CAMOFI.   The Effectiveness Date was extended from June 30, 2008 until 120 days subsequent to the Filing Date.

The definition of Monthly Redemption Date in the Note was also deleted, and the monthly redemption amounts of $208,233, which were to have originally begun on the first business day of April 2007, have been deferred and are now all due and payable at maturity.  The optional prepayment percentage and mandatory prepayment percentage in the Note were also both increased to 120% from 115% and 110%, respectively.  Under the original terms of the Note, 30% of the aggregate principal amount of the Note was to automatically convert into shares of the Company’s Common Stock Series A upon the completion of a Qualified Financing.  Under the revised terms, the Note is no longer subject to automatic conversion upon the completion of a Qualified Financing.  The Note, however, may still be voluntarily converted by the holder at its option, subject to certain limitations.  The portion of the Note not so converted by the holder at its option is subject to the mandatory prepayment percentage above.  A new Section 8(i) was also added to the Note relating to the Company’s prior agreement to reduce its cash burn to no more than $460,000 per month.

As consideration for the modifications described above, CAMOFI shall receive an additional 300,000 shares of the Company’s Common Stock Series A, which shares shall be covered by the terms of the Registration Rights Agreement.  The definition of Registrable Securities was also amended to include these shares.

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.

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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 December 21, 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:  January 24, 2008	By:	/s/ Bruce Shepard
		Bruce A. Shepard Chief Financial Officer

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EX-10.1

EXHIBIT 10.01

CAMOFI Letter Agreement

December 21, 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 (as amended, the “Note”) in the aggregate principle amount of $5,250,000 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, as amended, between the Company and CAMOFI, and (iii) the additional transactions documents related thereto (as amended, the “Transaction Documents”).  In consideration of CAMOFI agreeing to defer certain payments, the Company and CAMOFI hereby agree as follows:

1.   The “Commitment Fee” payments due on January 1, 2008 of $256,250 as well as the "Commitment Fee" payments due on April 1, 2008 and July 1, 2008 of $131,250 and $131,250, respectively, shall all be payable on July 1, 2008.

2.   The definition of “Monthly Redemption Date” in the Note shall be deleted and such amounts shall be due and payable at maturity.

3.   The percentages set forth in Section 2(a) and Section 2(b) of the Note shall each be replaced by 120%.

4.   Section 5(b) in the Note is hereby deleted in its entirety and replaced by the following new Section 5(b):

b.      Automatic Conversion.  This Note shall not be subject to automatic conversion upon the completion of a Qualified Financing.  The portion of the Note not converted by the Holder at its option shall be subject to the provisions of Section 2(b) hereof.

5.   “Registrable Securities” as such term is defined in the Registrations Rights Agreement shall be amended to include the shares of Common Stock granted to CAMOFI pursuant hereto.  The “Filing Date” and “Effectiveness Date” as such terms are defined in the Registration Rights Agreement shall be amended to (i) the earlier of the closing of Qualified Financing and September 30, 2008 and (ii) 120 days subsequent to the Filing Date, respectively.

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6.   Subparagraphs (i) shall be added to Section 8 of the Notes:  “(i) expend in excess of $460,000 in any one month in regard to its corporate burn.”

7.   In consideration for agreeing to the modifications of the terms of the Notes and the Registration Rights Agreement pursuant hereto, CAMOFI shall receive an additional 300,000 shares of Common Stock of the Company, which shares of Common Stock shall be recovered by the terms of the Registration Rights Agreement.

8.   As a condition to closing, the Company shall deliver to CAMOFI the documents from the Nevada Gaming Authority related to their recent decision to approve AdVision and PlayerVision TV.

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

Very truly yours,

/s/ Jeffrey M. Haas                                 

Jeffrey M. Haas

Portfolio Manager

ACCEPTED AND AGREED TO:

Las Vegas Gaming, Inc.

By: /s/ Bruce A. Shepard                       

             Name:

Title:

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