<Page>

                          UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549


                          FORM 10-QSB/A
                         ---------------

[X]  Quarterly Report pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934

For the quarterly period ended June 30, 2001

[  ] Transition Report pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

     For the transition period from __________ to __________

     Commission File Number 0-30375

                     LAS VEGAS GAMING, INC.
                     ----------------------
(Exact name of Small Business Issuer as specified in its charter)

Nevada                                    88-0392994
-------------------------------           -------------
(State or other jurisdiction of           (IRS Employer
incorporation)                            Identification
No.)

   3120 SOUTH RAINBOW BLVD. SUITE 204   LAS VEGAS, NEVADA  89146
   -------------------------------------------------------------
          (Address of principal executive offices)
          ----------------------------------------

                          702-733-9703
                          ------------
                  (Issuer's telephone number)
                  ---------------------------

     -----------------------------------------------------
     (Former name, former address and former fiscal year
                if changed since last report)


State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date:
4,225,113 shares of Common Stock as of August 1, 2001.

Transitional Small Business Disclosure Format (check one):  Yes [  ]
No [X]


<Page>

PART I. FINANCIAL INFORMATION

Item 1.   Financial Statements

GENERAL

Form 10-QSB/ Amendment One is filed with the Commission to report the
following: Changes made in the presentation of 1998 and 1999 data contained
in the Financial Statements: Statements of Stockholder's Equity for the year
ended 1999; Change made to the reporting of the amount of Preferred Shares
issued and outstanding as described in the Financial Statements: Balance
Sheets: Stockholder's Equity section.


The Company's unaudited financial statements are included with this
Form 10-QSB as follows:

  (a)  Balance Sheets as of June 30, 2001 and December 31, 2000;

  (b)  Statements of Operations three months and six months ended
       June 30, 2001, three months and six months ended June 30, 2000,
       and inception to June 30, 2001;

  (c)  Statement of Stockholders' Equity - Inception through December
       31, 2000 and from January 1, 2001 to June 30, 2001;

  (d)  Statement of Cash Flows - six months ended June 30, 2001, six
       months ended June 30, 2000, and inception to June 30, 2001;

  (e)  Notes to Unaudited Financial Statements.

The unaudited financial statements have been prepared in accordance
with the instructions to Form 10-QSB and, therefore, include only
information and footnotes necessary for a complete presentation of
financial position, results of operations, cash flows, and
stockholders' equity in conformity with generally accepted accounting
principles applicable to interim financial statements.  In the
opinion of management, all adjustments considered necessary for a
fair presentation of the results of operations and financial position
have been included and all such adjustments are of a normal recurring
nature.  Operating results for the six months ended June 30, are not
necessarily indicative of the results that can be expected for the
year.

                                2

<Page>


LAS VEGAS GAMING, INC.
(A Development Stage Enterprise)
BALANCE SHEETS
              ---------------------------------------------------------
                                          June 30,      December 31,
                                           2001             2000
                                        ------------   ------------
                                         (Unaudited)
ASSETS
Current assets:
Cash                                   $    801,421   $    682,227
Accounts receivable, net of allowance                       16,250
Due from related parties                     10,000         10,000
Jackpot reserve deposits                  7,980,828      4,000,000
                                          ---------      ---------

                                          8,792,249      4,708,477

Equipment and software, net of
 accumulated depreciation                   588,509        428,912

Other Assets:
Patents and other intangibles, net            6,111         42,778
Officer/Shareholder loans                   610,000
Deposits & Other                            160,851         41,291
                                       ------------   ------------

                                       $ 10,157,720   $  5,221,458
                                       ============================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable                       $     47,885         96,493
                                       ------------   ------------

Stockholders' equity:
Common stock, $.001 par,
 25,000,000 shares authorized,
 4,225,113and  3,066,823shares
 issued, issuable and outstanding             4,225          3,067
Preferred stock, $.001 par,
 5,000,000 shares authorized,
 1,995,207 and 1,017,100 shares issued
 and outstanding                              1,995          1,017
Additional paid-in capital               12,358,111      6,874,112
Deficit accumulated during
 development stage                       (2,254,496)     (1,753,231)
                                         -----------     -----------
                                         10,109,835       5,124,965

                                       $ 10,157,720   $   5,221,458
                                       ============   =============
See notes to financial statements.

                                   3

<Page>


LAS VEGAS GAMING, INC.
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS
FOR THE THREE MONTH PERIODS ENDED JUNE 30 2001 AND 2000 (unaudited)


                                     Three                    Three
                                    Months                   Months
                                     Ended                    Ended
                                    June 30,                 June 30,
                                      2001                     2000
                                 -------------            -------------

Sales                            $          0             $     17,589

General and administrative
 Expenses                            (438,177)                (168,541)

Other income                           89,464
                                 -------------            -------------

Net loss                         $   (348,713)            $   (150,952)
                                 =============            =============

Basic and diluted net loss
 per share                       $      (0.10)            $      (0.05)
                                 =============            =============

Weighted average shares
 Outstanding                        3,491,743                2,760,574
                                 =============            =============

See notes to financial statements.

                                   4

<Page>

LAS VEGAS GAMING, INC.
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS
FOR THE SIX MONTH PERIODS ENDED JUNE 30, 2001 AND 2000 AND THE PERIOD
FROM INCEPTION (APRIL 28, 1998) TO JUNE 30, 2001 (unaudited)


                                   Six               Six             From
                                  Months            Months         Inception
                                  Ended             Ended         (April 1998)
                                 June 30,          June 30,        to June 30,
                                   2001              2000             2001
                             --------------    --------------    --------------
                                                 (Note 5)
Sales                        $         764     $     171,296     $    295,768

General and administrative
 Expenses                         (663,312)         (537,183)      (2,538,291)

Write-down of patents and
 Intangibles                                                         (120,000)

Write-off of purchase option                                          (75,000)

Other income                       161,283                            230,913
                             --------------    ---------------    ------------

Net loss                     $    (501,265)    $     (365,887)    $(2,206,611)
                             ==============    ===============    ============

Basic loss per share$                (0.15)    $         (.13)
                             ==============    ===============

Weighted average shares
 Outstanding                     3,309,635          2,721,620
                             ==============    ===============

See notes to financial statements

                                   5

<Page>

LAS VEGAS GAMING, INC.
(A Development Stage Enterprise)
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE PERIOD FROM JANUARY 1, 2001 TO JUNE 30, 2001 (unaudited)

                                                                      Deficit
                            Number                                  Accumulated
                          Of Shares  Preferred  Common  Additional     During
                          Issued or    Stock     Stock   Paid-In    Development
                           Issuable  Par value Par Value  Capital       Stage
                         ---------- ---------- --------- ---------- -----------

Balances, December 31,
 2000                               $    1,017 $  3,067 $ 6,874,112 $(1,753,231)

Net Loss                                                               (501,265)

Stock - Based
 Compensation                                                10,600

Stock Options Exercised                             911     609,089

Sale of Convertible
 Preferred Shares          978,107        978             5,474,568
                         =========

Common Shares
   Issued or Issuable
   in Connection with
   Preferred Stock
   Offering                248,290                  247        (248)
                         ========= ----------- --------- ---------- -----------
Balances, June 30,
 2001                              $    1,995  $  4,225 $12,358,111 $(2,254,496)
                                   =========== ========= ========== ============

See notes to financial statements.

                                   6

<Page>

LAS VEGAS GAMING, INC.
(A Development Stage Enterprise)
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR YEARS ENDED DECEMBER 31, 2000 AND 1999 AND FROM INCEPTION (APRIL
28, 1998) TO DECEMBER 31, 1998 (unaudited)

                                                                      Deficit
                            Number                                  Accumulated
                          Of Shares  Preferred  Common  Additional     During
                          Issued or    Stock     Stock   Paid-In    Development
                           Issuable  Par value Par Value  Capital       Stage
                         ---------- ---------- --------- ---------- -----------

Balance, January 1,
 2000                                              2,619 $1,188,013 $ (935,845)

Net Loss for the year                                                 (817,386)

Stock - Based Compen-
 sation (options and
 warrants)                                                  102,600

Sale of Convertible
 Preferred Shares         1,017,100      1,017            5,084,483

Sale of Common Shares        23,700                   24     71,076

Sale of Common Shares,
 Officers & Directors       104,410                  105       (105)

Offering Costs, Other                                       (89,493)

Common Shares issued
 in Satisfaction
 of Obligations,
 Related Parties             50,000                   50     99,950


Common Shares issued
 in Satisfaction
 of Obligations, Others      20,000                   20     59,980

Common Shares Issued
 in Exchange for Services     3,500                    3     10,497

Common Shares Issued
 in Exchange for Services    90,000                   90    269,910

Exercise of Stock Options   155,913                  156     77,801
                                    --------- ---------- ---------- ------------
Balances, December 31,
 2000                               $   1,017 $    3,067 $6,874,112 $(1,753,231)
                                    ========= ========== ========== ============
See notes to financial statements.

                              (Continued)
                                   7

<Page>

LAS VEGAS GAMING, INC.
(A Development Stage Enterprise)
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR YEARS ENDED DECEMBER 31, 2000 AND 1999 AND FROM INCEPTION (APRIL
28, 1998) TO DECEMBER 31, 1998 (unaudited)
(Continued)

                                                                      Deficit
                            Number                                  Accumulated
                          Of Shares  Preferred  Common  Additional     During
                          Issued or    Stock     Stock   Paid-In    Development
                           Issuable  Par value Par Value  Capital       Stage
                         ---------- ---------- --------- ---------- -----------
Balance, December 31,
 1998                    $          $          $   2,244 $  744,508 $ (508,125)
Net loss for the year                                                 (427,720)
Stock-based compensation
(options and warrants)                                       85,000
Sales of Common Shares       50,100                   50     25,250
Sales of Common Shares:
Officers and Directors      325,200                  325    413,875
Offering Costs, Other                                       (80,620)
                                    ---------- --------- ---------- -----------
Balance, December 31, 1999,
                                    $          $   2,619 $1,188,013 $ (935,845)
                                    ========== ========= ========== ===========

Net Loss from inception                                             $ (508,125)
Sales of Common Shares    1,000,177 $          $   1,000 $  153,000
Sales of Common Shares:
Officers and Directors    1,243,823                1,244    620,756
Offering Costs, Other                                       (29,248)
                         ---------- ---------- --------- ---------- -----------
Balance, December 31, 1998          $          $   2,244 $  744,508 $ (508,125)
                                    ========== ========= ========== ===========


See notes to financial statements.

                                   8

<Page>


LAS VEGAS GAMING, INC.
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS
FOR THE SIX MONTH PERIODS ENDED JUNE 30, 2001 AND 2000 AND THE PERIOD
FROM INCEPTION (APRIL 28, 1998) TO JUNE 30, 2001 (Unaudited)


                                   Six               Six             From
                                  Months            Months         Inception
                                  Ended             Ended         (April 1998)
                                 June 30,          June 30,        to June 30,
                                   2001              2000             2001
                             --------------    --------------    --------------

Operating activities:
Net cash used in operating
 Activities                  $    (494,427)    $    (203,587)    $  (1,396,275)
                             --------------    --------------    --------------

Investing activities:
Additional Paid In Capital                                           4,875,838
Jackpot Reserves                (3,980,828)                         (7,980,828)
Purchase of intangible assets                                         (350,000)
Purchase option acquisition                                           (111,698)
Purchase of equipment             (281,687)             (912)        ( 431,942)
                             --------------    --------------    --------------
Net cash used in investing
 Activities                     (4,262,515)             (912)       (8,874,468)
                             --------------    --------------    --------------
Financing activities:
Proceeds from sale of
 common stock                                         71,100         1,256,557
Proceeds from sale of
 preferred stock                 4,890,535           920,000         9,976,035
Proceeds from borrowings                 -           150,000           140,814
Repayment of borrowings                              (87,482)          (87,482)
Cash Offering Costs                (14,399)          (30,300)         (213,760)
                             -------------    ---------------    --------------
Net cash provided by
 financing activities            4,876,136         1,023,318        11,872,164

Increase in cash                  119,194            818,819           801,421

Balance, beginning of period      682,227             19,545
                             -------------    ---------------    --------------
Balance, end of period       $    801,421     $      833,364     $     801,421
                             =============    ===============    ==============

See notes to financial statements.

                                   9


<Page>

LAS VEGAS GAMING, INC.
(A Development Stage Enterprise)
NOTES TO UNAUDITED FINANCIAL
STATEMENTS
           -----------------------------

1.  Basis of Presentation:

The accompanying financial statements have been prepared by the
Company pursuant to the rules and regulations of the Securities and
Exchange Commission relating to interim financial statements.
Accordingly, certain information and footnote disclosures normally
included in the annual financial statements prepared in accordance
with generally accepted accounting principles have been condensed or
omitted.  For further information, please refer to the annual
financial statements of the Company, and the related notes, included
within the Company's Annual Report on Form 10-KSB for the fiscal year
ended December 31, 2000, previously filed with the Securities &
Exchange Commission, from which the information as of December 31,
2000 is derived.

In the opinion of management, all necessary adjustments (consisting
only of normal recurring adjustments) have been made to present
fairly, in all material respects, the financial position, results of
operations and cash flows of the Company at June 30, 2001, and for
all periods presented.  The results of development stage operations
for the three-month and six month periods ended June 30, 2001, are
not necessarily indicative of the results to be expected for a full
year.

2.  Nature of Business:

The Company is in the business of developing, marketing and
distributing casino games and related supplies.

3.  Stock-Related Transactions:

Preferred Stock.  From June 20, 2000, through May 10, 2001, the
Company conducted a private offering of Series A Preferred Stock.  In
the preferred stock offering the Company sold 1,995,207 preferred
shares at $5.00 per share.

A major purpose of the preferred offering was to create a Jack Pot
Security Account.  The purpose of this account was to satisfy the
jackpot security requirements of the Nevada Gaming Control Board in
allowing the Company to operate its Keno games in Nevada.  The
proceeds of the preferred stock offering totaled $9,976,035.  Of this
amount, 80% or approximately $7,980,828 was placed in the Jack Pot
Security Account.

Terms and conditions of the preferred stock included a preferential
right to receive any money held in the Jack Pot Security Account
prior to any distribution to any other shareholder.  Accordingly, if
it was never necessary to pay any jackpot winnings out of the
account, upon liquidation of the Company, preferred stock holders
would receive 80% of their original investment or $4.00 per share out
of this account.

The preferred shares are non-voting, non-coupon and non-interest
bearing.  They carry no preference rights as to dividends or upon
liquidation, other than as set forth in the preceding paragraph.

                               10
<Page>

The holder(s) of the Series A Convertible Preferred Stock have the
option to convert their shares into the Company's common stock on a
one to one basis at any time after both of the following events have
occurred: (a) one year from the issue date has elapsed; and (b) the
trading price of the Company's common stock for a period of 60 days
has remained at $5 per share or greater.

Holders of the Series A Convertible Preferred Stock are restricted in
the sale of their shares to no more than 25% of their preferred stock
holdings per calendar quarter.  This restriction is in addition to
any limitations in resale provided by law.

The Company has the right to call these preferred shares and convert
them into common stock on a one to one basis or purchase all of the
shares at a price of $5 per share, in the Company's discretion, if
the preferred shares are not converted after four (4) years from
their date of issue. The offering was exempt from registration
pursuant to Rule 506 of Regulation D of the Securities Act of 1933.

In June, the Company made an offer to its preferred shareholders to
convert their preferred shares into common stock at a rate of 1.1
shares of common for each share of preferred stock.  This conversion
offering continues with a number of the preferred shareholders having
converted their shares after the end of the reporting period involved
herein.  The offer is set to expire, unless extended by the Company's
Board of Directors, on August 31, 2001.

4.  Contingencies:

Gaming regulations and licensing.  The Company is licensed to conduct
gaming operations in Nevada, certain Native American tribes and Arizona.
The Company is attempting to secure licensure in
Mississippi, Oregon, New Jersey, New York, Iowa and Nebraska.  Failure to
obtain and retain the necessary licenses would prevent the Company
from fully implementing its business plans and have a material
adverse effect on the Company.

Additionally, many of the Company's games must be licensed in various
jurisdictions.  Failure to obtain and retain the necessary licenses
would prevent the Company from fully implementing its business plans
and have a material adverse effect on the Company.

5.  Prior Period Adjustment:

In the Company's previously issued 2000 interim statement of
operations, options granted to officers and others were not valued in
accordance with management's accounting policy.  Therefore, the 2000
interim statements of operations have been retroactively restated to
value these options using the method and assumptions described in
Note 6 to the annual financial statements as of and for the year
ended December 31, 2000, included in form 10-KSB.  The net effect of
the adjustment was to increase general and administrative expense and
decrease net income by $27,000 ($.01 per share) for the six-month
period ending June 30, 2000, and $0 for the three-month period ended
June 30, 2000.

6.  Related Party Transactions

                                11
<Page>

During June 2001, three officers/directors/stockholders were loaned
$610,000 by the Company.  This money was immediately returned to the
Company as a result of the officer/directors/shareholders exercising
non-qualified stock options to purchase 911,000 shares of common
stock.  The exercise of the options enabled the Company to reduce the
percentage of ownership held by certain non-affiliated shareholders,
and thus to apply for gaming licenses in several jurisdictions
without those individuals being directly involved.

Item 2.  Management's Discussion and Analysis or Plan of Operation

This report on Form 10-QSB contains certain forward-looking
statements within the meaning of section 21(e) of the Securities
Exchange Act of 1934, as amended, and other applicable securities
laws.  All statements other than statements of historical fact are
"forward-looking statements" for purposes of these provisions,
including any projections of earnings, revenues, or other financial
items; any statements of the plans, strategies, and objectives of
management for future operation; any statements concerning proposed
new products, services, or developments, any statements regarding
future economic conditions or performance, statements of belief, and
any statement of assumptions underlying any of the foregoing.  Such
forward-looking statements are subject to inherent risks and
uncertainties, and actual results could differ materially from those
anticipated by the forward-looking statements.

Overview

The Company is in the development stage with regard to marketing and
distributing casino games and related supplies.  Operating revenues
to date have been insignificant.  Currently, the Company owns the
rights to a number of games, including, among others, "Nevada
Numbers", "Vegas Numbers", "Match Pair Bingo and Poker" and "Fremont
Street Numbers".  In addition, the Company has purchased the assets
of Back to Back Gaming, Inc. ("B2B"), which included the rights to
"B2B Roulette".

On February 22, 2001 the Company entered into a five-year license
agreement with Park Place Entertainment (PPE) whereby PPE will
provide 5 casinos to test the Company's Nevada Numbers game.  The
test began on June 25, 2001 and should be completed within the next
120 days.

The Company has not expended any funds for Research and Development,
and does not currently expect to expend any in the future.

Plan of operations over the next 12 months

The Company currently intends to focus its primary efforts on the
marketing and operation of its Nevada Numbers game in Nevada.

In addition, the Company intends to operate a game similar to Nevada
Numbers in Nebraska, New Mexico, Arizona and Iowa.   The Company is
also investigating opportunities in Panama and Costa Rica.

                                12
<Page>

The Company has been investigating several possible installations for
Match Pair Games and hopes to have several games in place during the
third quarter, 2001.  The Company recently negotiated a joint venture
arrangement with GameTech in which it intends to market and sell
these games.

During the next few months the Company expects to increase staffing
levels to assist in the management of the business.  The Company
expects to hire an additional three individuals over the next six
months, followed by additional hiring as needed.  The Company has
recently leased new office space for its expanding staff and
operations.  The Company anticipates leasing additional office space
in the near term to keep up with the growth of its staff.

There is no public market for the Company's common stock.  The
Company has recently submitted an application to be traded on the
NASDAQ Small Cap market; however, no assurance can be given that such
an application will be granted or that the Company's common stock
will be traded on any exchange.

FINANCING AND LIQUIDITY

Cash Flow and Working Capital Requirements.  As of June 30, 2001, the
Company maintained $801,421 in cash and cash equivalents and
$8,792,249 in jackpot reserve deposits (collectively, Liquid
Resources).  The large increase in Liquid Resources is due to sale of
the Company's preferred stock.  As of the close of its preferred
stock offering, the Company had raised $9,976,035 in its preferred
stock offering.    The Company has committed to reserve 80% of this
money to cover insured jackpots, the primary working capital
requirement of the Company.  Therefore, even though the Company has
significant Liquid Resources, it may be required to raise additional
funds to support the expansion of its games and resultant increased
staffing.  Pursuant to this possibility, the Company has initiated
(on June 30, 2001) an offering to allow preferred shareholders to
convert their shares to common stock at a rate of 1.1 common shares
for each preferred share.  As of August 10, 2001, 322,700 preferred
shares have been converted, freeing up $1,290,800 held in the jackpot
reserve account.

Capital Expenditures.  Since inception, the Company has spent little
of its resources on capital equipment.  However, during the quarter
the Company spent $281,687 for Nevada Numbers equipment and for
furniture and fixtures for its new administrative headquarters.
Going forward, we estimate that it will take about $40,000 in capital
outlay per game.  The Company expects proceeds from the preferred
stock conversion to supply the necessary capital for these hubs.


                    PART II - OTHER INFORMATION

Item 1.    Legal Proceedings

None

Item 2.    Changes in Securities and Use of Proceeds

                                13
<Page>

Through June 30, 2001, the Company issued 1,995,207 shares of
preferred stock to approximately 150 investors at a price of $5.00
per share.  These shares were issued pursuant to Rule 506 of
Regulation D of the 1933 Act and have been marked "restricted".

The Company paid finders fees in relation to the sale of preferred
stock.  In addition to the payment of cash in the amount of $48,500,
the Company issued 350,000 shares of its common stock to 4
individuals, and issued warrants to three individuals to purchase
459,976 shares of common stock.  The exercise price of the warrants
varies as follows: warrants to purchase 150,000 shares are
exercisable at $6 per share; warrants to purchase 9,976 are
exercisable at $5; and the remaining warrants are exercisable at $3
per share.

Item 3.  Defaults Upon Senior Securities

None

Item 4.  Submission of Matters to a Vote of Security Holders

The annual meeting of the shareholders of the Company was held on May
16, 2001 for the following purposes:

  1.  To elect three directors to serve until the next annual meeting or
      until their successors are elected and qualified;

  2.  To confirm the appointment of Piercy, Bowler, Taylor and Kern as
      auditors for the Company;

  3.  To transact any other business that may properly come before the
      meeting or any adjournment of the meeting.

The majority of shareholders of the Company voted to elect the
following three directors: Russell R. Roth, Gary G. Baldwin and
Richard Irvine.

Item 5.  Other Information

None

Item 6.  Exhibits and Reports on Form 8-K.

  (a)  Exhibits

       None

  (b)  Reports on Form 8-K:  Reports on form 8-K were filed on July 5,
       2001 to announce the appointment of Ken Maul and Michael Cane
       to the board.  Reports on form 8K were also filed April 4,
       2001 to announce the receipt of gaming licenses in Nevada.

                                14
<Page>

                           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 thereunto duly authorized.

                                    LAS VEGAS GAMING, INC.
                                    (Registrant)


                                    /s/ Russell R. Roth
Date  August 24, 2001               --------------------------
                                    Russell R. Roth
                                    Chairman of the Board and Chief
                                    Executive and Chief Financial Officer


                                15