**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

# **Washington, D.C.20549**

# ** **

**FORM 10-K/A**

 
| **x**      | **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF  THE SECURITIES EXCHANGE**             |
|------------|-----------------------------------------------------------------------------------------------------|
| ** ** | **ACT OF 1934**                                                                                     |
|       | ** **

**For the fiscal year ended December 31, 2007**

** **

**or**

** **    |
| **o**      | **TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF  THE SECURITIES EXCHANGE   ACT OF 1934** |

 

**For the transition period from                    to                    **

** **

**Commission file number: 000-25855**

** **

**Elixir Gaming Technologies, Inc.**

(Name of registrant as specified in its charter)

 

| **Nevada**                                                       | ** ** | **91-1696010**                         |
|------------------------------------------------------------------|------------|----------------------------------------|
| (State or other jurisdiction of   incorporation or organization) |       | (I.R.S. Employer   Identification No.) |

 

**6650 ViaAusti Parkway, Suite 170, Las Vegas, Nevada 89119**

(Address of principal executive offices, including zip code)

 

**Registrant’s telephone number, including areacode:  (702) 733-7195**

**Securities to be registered underSection 12(b) of the Act:**

 

| **Title of each class to be so registered** | ** ** | **Name of each exchange on which registered** |
|---------------------------------------------|------------|-----------------------------------------------|
| Common Stock                                |       | American Stock Exchange                       |

 

Securities to be registered underSection 12(g) of the Act:

**None**

 
| Indicate  by check mark if the registrant is a well-known seasoned issuer, as defined  in Rule 405 of the Securities Act.     Yes o  No x                                                                                                                                                                                                                                             |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                |
| Indicate  by check mark if the registrant is not required to file reports pursuant to Section 13  or 15(d) of the Exchange Act.  Yes o  No x                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                |
| Indicate  by check mark whether the registrant (1) has filed all reports required  to be filed by Section 13 or 15(d) of the Securities Exchange Act  of 1934 during the past 12 months (or for such shorter period that the  registrant was required to file such reports), and (2) has been subject  to such filing requirements for the past 90 days.   Yes x  No o |
|                                                                                                                                                                                                                                                                                                                                                                                                                |
| Indicate  by check mark if disclosure of delinquent filers in response to Item 405 of  Regulation S-K is not contained herein, and will not be contained, to the  best of the registrant’s knowledge, in definitive proxy or information  statements incorporated by reference in Part III of this Form 10-K  or any amendment to this Form 10-K.   o                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                |
| Indicate  by check mark whether the registrant is a large accelerated filer, an  accelerated filer, a non-accelerated filer or a smaller reporting company (as  defined in Rule 12b-2 of the Act):

 

Large  accelerated filer  o  Accelerated  filer  o  Non-accelerated  filer   o  Smaller  reporting company   x

        |
| Indicate  by check mark whether the registrant is a shell company (as defined in Rule 12b-2  of the Exchange Act)     Yes o  No x                                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                |
| State  the aggregate market value of voting and non-voting common equity held by  non-affiliates computed by reference to the price at which the common equity  was last sold, or the average bid and asked price of such common equity, as  of the last business day of the registrant’s most recently completed second  fiscal quarter:  $71,867,413                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                |
| State the number of shares outstanding of each of  the registrant’s classes of common stock, as of the latest practicable date.  114,930,365 shares as of March 26, 2008.                                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                |
| DOCUMENTS INCORPORATED  BY REFERENCE

 

None.                                                                                                                                                                                                                                                                                                                                                                 |

** **

** **

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**EXPLANATORY NOTE:**  Elixir Gaming Technologies, Inc.a Nevada corporation, is amending its Annual Report on Form 10-K, asoriginally filed with the Securities and Exchange Commission on March 31,2008, for purposes of providing the information required by Part III of Form 10-K,as such information will not be incorporated by reference to a proxy statementfor the company’s 2008 Annual Meeting of Stockholders filed with the Securitiesand Exchange Commission within 120 days after December 31,2007.   This amendment does notinclude items from the original Form 10-K that are not being herebyamended.

 

**TABLE OF CONTENTS**

** **
| **PART III** | ** ** |
|-------------------|------------|
| ** **        | ** ** | ** ** | ** ** |
| **Item 10.**      | ** ** | **Directors,  Executive Officers and Corporate Governance** | **1** |
| ** **        | ** ** | ** ** | ** ** |
| **Item 11.**      | ** ** | **Executive  Compensation** | **4** |
| ** **        | ** ** | ** ** | ** ** |
| **Item 12.**      | ** ** | **Security  Ownership of Certain Beneficial Owners and Management and Related Stockholder  Matters** | **9** |
| ** **        | ** ** | ** ** | ** ** |
| **Item 13.**      | ** ** | **Certain  Relationships and Related Transactions, and Director Independence** | **12** |
| ** **        | ** ** | ** ** | ** ** |
| **Item 14.**      | ** ** | **Principal  Accountant Fees and Services** | **16** |
| ** **        | ** ** | ** ** | ** ** |
| **PART IV**  | ** ** |
| ** **        | ** ** | ** ** | ** ** |
| **Item 15.**      | ** ** | **Exhibits and  Financial Statement Schedules** | **17** |

** **

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# ** **

# **PART III**

# ** **

**ITEM  10.**              **DIRECTORS,EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.**

** **

Thenames of our executive officers and directors and their ages, titles andbiographies as of April 28, 2008 are set forth below:

 
| **Name**                  | ** ** | **Age** | ** ** | **Position**                                                                      |
|---------------------------|------------|---------|------------|-----------------------------------------------------------------------------------|
| Gordon  Yuen              |       | 50      |       | Chairman  of the Board of Directors, President   and Chief Executive Officer |
| Joe  Pisano               |       | 50      |       | Executive  Vice President and Director                                            |
| David  Reberger           |       | 35      |       | Treasurer,  Chief Financial Officer, and Secretary                                |
| Lorna  Patajo-Kapunan     |       | 55      |       | Director                                                                          |
| Maj.  Gen. Paul A. Harvey |       | 69      |       | Director                                                                          |
| Vincent  L. DiVito        |       | 48      |       | Director                                                                          |
| Robert  L. Miodunski      |       | 57      |       | Director                                                                          |
| Clarence  (Yuk Man) Chung |       | 45      |       | Director                                                                          |
| John  W. Crawford, J.P.   |       | 65      |       | Director                                                                          |

*** ***

Ourexecutive officers are appointed by, and serve at the discretion of, our boardof directors. Each executive officer is a full-time employee. There is no familyrelationship between any of our executive officers or directors.

 

GordonYuen joined our board of directors in September 2007 and has served aschairman of the board and our president and chief executive officer since September 2007.  Mr. Yuen has served as chief executiveofficer of Elixir Group since 2002. Mr. Yuen has extensive experience inkey management positions in IT companies and financial institutions, includingHong Kong Shanghai Bank (HSBC), American Express International and AmericanExpress Bank. Mr. Yuen graduated from York University, Ontario, Canada,with a Bachelor of Arts with a major in Business Administration.

 

JoePisano joined our board of directors in September 2007 and has served asour senior vice president since September 2007 and executive vicepresident since February 2008. Mr. Pisano has served as generalmanager of gaming for Elixir Group since August 2006. From March 2002to July 2006, Mr. Pisano served as business development manager-AsiaPacific for IGT (Australia) Pty Ltd, a wholly-owned subsidiary of InternationalGame Technology (NYSE:IGT), a designer, developer and manufacturer ofmicroprocessor based gaming products. Mr. Pisano has a Masters degree inBusiness and Technology from the University of New South Wales in Australia.

 

DavidReberger has served as our treasurer, chief financial officer and secretarysince September 2007.   Mr. Rebergerhad served as a consultant to Elixir Group from August 2007 to September 2007.Between April 2001 and August 2007, Mr. Reberger served as amergers and acquisitions adviser in the Sydney, Australia office of CIBC WorldMarkets where he was an executive director and industry head of theAsia-Pacific gaming, lodging and leisure group. Mr. Reberger is a qualified charted accountant and has a Bachelorand Master of Commerce from the University of New South Wales in Australia.

 

LornaPatajo-Kapunan joined our board in September 2007 and she chairs ourNominating Committee. Ms. Patajo-Kapunan has served as a senior partner ofKapunan Lotilla Flores Garcia & Castillo Law Offices, a law firmlocated in Manila, Philippines, since October 2006. From October 2001to September 2006, Ms. Patajo-Kapunan served as a partner of RocoKapunan Migallos & Luna Law Offices, also a Manila based law firm.

 

MajorGeneral Paul Harvey joined our board in October 2005 and he chairs ourConflicts and Compliance Committee. Since November 2007, General Harveyhas served as president and chief executive officer of 

 

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thePearl River Resort, the largest gaming and resort property in the State ofMississippi.  General Harvey spent 32years on active duty in the United States Air Force where he held numerouscommand positions throughout the United States, Europe, Africa and the MiddleEast. Following retirement, he was the executive director of the MississippiGaming Commission from 1993 through 1998. General Harvey serves on the board ofdirectors of the National Center for Responsible Gaming. General Harvey also serveson the boards of directors of Riviera Holdings Corporation and ProgressiveGaming International Corp, both of which are publicly held companies.

 

VincentDiVito joined our board in October 2005 and he chairs our Audit Committee.Mr. DiVito has served as chief financial officer and treasurer of LonzaAmerica, Inc., a global life sciences chemical business headquartered inAllendale, New Jersey, since September 2000 and as president of LonzaAmerica, Inc. since January 2008. Lonza America, Inc. is part of Lonza Group, whose stock is tradedon the Swiss Stock Exchange.  From 1990to September 2000, Mr. DiVito was employed by Algroup Wheaton, aglobal pharmaceutical and cosmetics packaging company, first as its Director ofBusiness Development and later as its vice president and chief financialofficer. Mr. DiVito is a certified public accountant and certifiedmanagement accountant. Mr. DiVito is a member of the board of directors ofRiviera Holdings Corporation, a publicly held company.

 

RobertMiodunski joined our board in November 2005 and he chairs our CompensationCommittee. Since 2004, Mr. Miodunski has acted as a consultant to theboard of directors and management of Bally Technologies, Inc., formerlyknown as Alliance Gaming Corporation. Mr. Miodunski was president andchief executive officer of Bally Technologies from 1999 through 2004. From 1994until 2002, Mr. Miodunski served as President of United Coin MachineCompany, a subsidiary of Bally Technologies.

 

Clarence(Yuk Man) Chung joined our board in October 2007. Mr. Chung has beenthe executive director of Melco International Development Ltd since May 2006and the chief operating officer since July 2006. Mr. Chung joinedMelco in December 2003 and assumed the role of the chief financialofficer. Prior to joining Melco, he had been the director and chief financialofficer with Megavillage Group, a vice president at Lazard Asia managing anAsian buy-out fund from 1998 to 2000, and a vice-president at Pacific CenturyRegional Development Limited, a Singapore listed company with businesses ininfrastructure, financial services and technology. Mr. Chung holds aMaster of Business Administration degree from Kellogg School of Management ofNorthwestern University and is a qualified accountant in the United Kingdom andHong Kong.

 

JohnCrawford joined our board in November 2007.  Mr. Crawford hasbeen the chairman of International Quality Education Limited since February 2002. Since 1997, Mr. Crawford has been the managing director of CrawfordConsultants Limited, a company he founded which helps companies in theidentification of acquisition opportunities and provides support assistance inthat regard.  Prior to that, Mr. Crawford was a founding partner ofthe Hong Kong office of Ernst & Young where he acted as engagement orreview partner for many public companies and banks before he retired frompractice in 1997.  Mr. Crawford is a member of the Hong KongInstitute of Certified Public Accountants, a member and honorary president ofthe Macau Society of Certified Practising Accountants, and a member of theCanadian Institute of Chartered Accountants.  Mr. Crawford alsoserves on the boards of directors and is chairman of the audit committees ofe-Kong Group Limited and Titan Petrochemicals Group Limited, both of which arelisted on the Hong Kong Stock Exchange. He is also on the board of directors and chairman of the audit committeeof Regal Portfolio Management Limited, which manages the Regal Real EstateInvestment Trust, the units of which are listed on the Hong Kong StockExchange.

 

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** **

**Additional Information About our Board and its Committees**

 

Wecontinue to monitor the rules and regulations of the SEC and the AmericanStock Exchange to ensure that a majority of our board remains composed of “independent”directors. All of our directors except Gordon Yuen, Joe Pisano and ClarenceChung are considered by our board of directors to be “independent” as definedin Section 803(2)  of the American Stock Exchange Company Guide.  Our board of directors has formed an auditcommittee, a nominating committee, and a compensation committee, all of whichoperate under written charters.  Each of the members of our boardcommittees are considered by our board of directors to be “independent” asdefined in Section 803(2)  of the AMEX Company Guide.

 

***Audit Committee***

 

Duringfiscal 2007, our audit committee was initially comprised of Vincent DiVito,Robert Miodunski and Maj. Gen. Paul Harvey. In November 2007 John Crawford was appointed to serve on the auditcommittee.  Mr. DiVito serves as the audit committee chair.  Our audit committee has the responsibility ofselecting the firm that will serve as our independent public accountants,approving and reviewing the scope and results of the audit and any non-auditservices provided by the independent public accountants and meeting with ourfinancial staff to review internal control, procedures and policies.

 

Wehave identified Mr. DiVito as the audit committee financial expert. Mr. DiVitois the chief financial officer of Lonza America and he is also a certifiedpublic accountant and a certified management accountant. All members of ouraudit committee are independent, as independence for audit committee members isdefined in Section 803(2) of the AMEX Company Guide. In addition, Mr. Miodunski,General Harvey and Mr. Crawford each meet the definition of “financiallysophisticated” as defined in Section 803(2) of the AMEX Company Guide.

 

***Compensation Committee***

 

Duringfiscal 2007, our compensation committee was initially comprised of Maj. Gen.Paul Harvey, Vincent DiVito, and Robert Miodunski.  Mr. Miodunskiserves as compensation committee chair.  In September 2007, Ms. Kapunanwas appointed to serve on our compensation committee.  Our compensation committee has theresponsibility of setting executive compensation guidelines, administering ourstock incentive plans, and approving compensation of our executiveofficers and members of the board of directors. In determining the compensation to be paid to our executive officers,our compensation committee took into consideration the recommendations of PureCompensation LLC, an independent compensation consulting firm retained directlyby the compensation committee, and our chief executive officer.

 

***Compensation Committee Interlocks and Insider Participation***

* *

Nomember of our board of directors is employed by us or our subsidiaries exceptfor Gordon Yuen, who is presently employed as our president and chief executiveofficer, and Joe Pisano, who is presently employed as our executive vicepresident.  None of our executiveofficers serve on the board of directors of another entity, one of whoseexecutive officers serves on the compensation committee of our board ofdirectors.

 

****Codeof Ethics****

**** ****

Wehave adopted a Code of Ethics that applies to our directors and employees(including our principal executive officer, principal financial officer,principal accounting officer or controller, or persons performing similarfunctions), and have filed our Code of Ethics as an exhibit to our annualreport on 

 

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Form 10-KSBfor the year ended December 31, 2003 filed with the SEC on March 30,2004.  If we make any substantiveamendments to our Code of Ethics or grant any waivers, including any implicitwaiver, from a provision of the code to our chief executive officer, chieffinancial officer or chief accounting officer or corporate controller, we willdisclose the nature of such amendments or waivers on that website or in areport on Form 8-K.

 

**ITEM 11.**               **EXECUTIVE COMPENSATION****.**

 

**Summary Compensation Table**

 

Thefollowing table sets forth the compensation awarded to, earned by or paid to,our then chief executive officer during the fiscal year ended December 31,2007 and our other two highest paid executive officers earning in excess of$100,000 for services rendered in all capacities at the end of the fiscal yearended December 31, 2007.  Mr. Newburg served as our chiefexecutive officer from September 2005 to September 10, 2007.  Mr. Yuen, Mr. Pisano and Mr. Rebergercommenced their employment with us on September 10, 2007.

 
| **Name and Principal   Position(a)** | ** ** | **Year   (b)** | ** ** | **Salary   ($)   (c)** | ** ** | **Bonus   ($)  (d)** | ** ** | **Option  Awards  ($)  (e)** | ** ** | **All Other   Compensation   (f)** | ** ** | **Total   (g)** | ** ** |
|-----------------------------------------------------|------------|---------------------|------------|----------------------------------|------------|---------------------------|------------|------------------------------|------------|---------------------------------------------------|------------|----------------------|------------|
| Gordon Yuen, CEO                                    |       | 2007                |       | 115,032                          |       | 350,000                   |       | 194,013                      |       | 18,500                                            |       | 677,545              |       |
|                                                |       | 2006                |       | —                           |       | —                    |       | —                       |       | —                                            |       | —               |       |
| Joe Pisano, Executive VP                            |       | 2007                |       | 89,855                           |       | 195,000                   |       | 87,306                       |       | 27,056                                            |       | 399,217              |       |
|                                                |       | 2006                |       | —                           |       | —                    |       | —                       |       | —                                            |       | —               |       |
| David Reberger, CFO                                 |       | 2007                |       | 84,792                           |       | 195,000                   |       | 32,335                       |       | 18,500                                            |       | 330,627              |       |
|                                                |       | 2006                |       | —                           |       | —                    |       | —                       |       | —                                            |       | —               |       |
| Mark Newburg, CEO                                   |       | 2007                |       | 320,192                          |       | 151,500                   |       | 209,540                      |       | 11,343                                            |       | 692,575              |       |
|                                                |       | 2006                |       | 286,538                          |       | 150,000                   |       | 282,976                      |       | 33,571                                            |       | 753,085              |       |

 

Thedollar amounts in column (e) reflect the dollar amounts recognized forfinancial statement reporting purposes for the fiscal years ended December 31,2007 and 2006, in accordance with FAS 123(R). Assumptions used in thecalculation of these amounts are included in footnote (1) to our auditedfinancial statements for the fiscal year ended December 31, 2007 includedin our annual report on Form 10-K for the year ended December 31,2007 filed with the SEC on March 31, 2008.

 

**Narrative Disclosure to Summary Compensation Table**

** **

***Gordon Yuen***

** **

Theoptions awarded to Mr. Yuen during 2007 include options to purchase3,072,269 shares of our common stock as set forth in the table, “OutstandingEquity Awards at Fiscal Year-End,” below. In January 2008, the compensation committee of our board ofdirectors approved the following compensation for Mr. Yuen, the terms ofwhich are expected to be included in a written employment agreement to beentered into between us and Mr. Yuen:

 

·      an annual salary of $425,000;

 

·      an annual cash bonus of up to $150,000 payable upon the achievement ofcertain objectives set by our compensation committee;

 

·      a housing allowance of $5,000 per month for so long as Mr. Yuenmaintains a home in Hong Kong;

 

·      options to purchase up to 672,269 shares at an exercise price of $4.59which vest in three equal annual installments commencing on November 14,2008; and

 

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·      options to purchase up to 1.2 million shares of common stock atexercise prices ranging from $3.50 to $7.50 per share and vesting in three equalannual installments commencing on February 12, 2009.

 

***Joe Pisano***

* *

Theoptions awarded to Mr. Pisano during 2007 include options to purchase1,876,135 shares of our common stock as set forth in the table, “OutstandingEquity Awards at Fiscal Year-End,” below. In January 2008, the compensation committee of our board ofdirectors approved the following compensation for Mr. Pisano, the terms ofwhich are expected to be included in a written employment agreement to beentered into between us and Mr. Pisano:

 

·      an annual salary of $300,000;

 

·      an annual cash bonus of up to $87,500 payable upon the achievement ofcertain objectives set by our compensation committee;

 

·      a housing allowance of $5,000 per month for so long as Mr. Pisanomaintains a home in the Philippines and an education allowance of $2,500 perchild for up to two children until the child reaches grade 12;

 

·      options to purchase up to 336,135 shares at an exercise price of $4.59which vest in three equal annual installments commencing on November 14,2008; and

 

·      options to purchase up to one million shares of common stock atexercise prices ranging from $3.50 to $7.50 per share and vesting in threeequal annual installments commencing on February 12, 2009.

 

***David Reberger***

*** ***

Theoptions awarded to Mr. Reberger during 2007 include options to purchase1,536,135 shares of our common stock as set forth in the table, “OutstandingEquity Awards at Fiscal Year-End,” below. In January 2008, the compensation committee of our board ofdirectors approved the following compensation for Mr. Reberger, the termsof which are expected to be included in a written employment agreement to beentered into between us and Mr. Reberger:

 

·      an annual salary of $275,000;

 

·      an annual cash bonus of up to $87,500 payable upon the achievement ofcertain objectives set by our compensation committee;

 

·      a housing allowance of $5,000 per month for so long as Mr. Rebergermaintains a home in Australia;

 

·      options to purchase up to 336,135 shares at an exercise price of $4.59which vest in three equal annual installments commencing on November 14,2008; and

 

·      options to purchase up to one million shares of common stock atexercise prices ranging from $3.50 to $7.50 per share and vesting in threeequal annual installments commencing on February 12, 2009,

 

***Mark Newburg***

 

OnSeptember 29, 2005, we entered into a two year employment agreement with Mr. Newburg,the terms of which provided for:

 

·      an annual salary of $250,000;

 

·      a signing bonus of $75,000 split in two equal payments to be made onthe signing of the employment agreement and on December 15, 2005;

 

·      750,000 stock options priced at $1.34 which shall vest and first becomeexercisable upon a change of control;

 

·      in the event of a change of control, a payment equal to 12 months basesalary in effect on the date of the change of control and an amount equal to50% of his annual base pay (however, Mr. Newburg 

 

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waivedany change in control payment triggered by the transactions under theParticipation Agreement); and

 

·      annual bonuses of up to 50% of his salary provided certain performancemilestones are met.

 

InApril 2006, Mr. Newburg’s annual salary was increased to $300,000 andMr. Newburg was granted an additional option to purchase 300,000 shares ofour common stock at an exercise price of $2.48 per share. In March 2007, Mr. Newburg’sannual salary was increased to $325,000. Additionally, he received a $151,500bonus and was granted an additional option to purchase 200,000 shares of ourcommon stock at an exercise price of $2.40 per share.

 

Mr. Newburgwas also entitled to certain perquisites, including the ability to participatein, at our expense, whatever employee benefit plans (medical, dental, vision)we maintain. Additionally, we reimbursed Mr. Newburg for all out-of-pocketmedical, dental and vision expenses not paid under the benefit plans.  In 2006 and 2007, these health benefitsamounted to $15,304 and $11,343 and are included in column (f) in theabove table.

 

**Outstanding Equity Awards at Fiscal Year-End**

 

**Option Awards**

** **
| **Name (a)** | ** ** | **Number of   Securities   Underlying   Unexercised   Options (#)  Exercisable   (b)** | ** ** | **Number of   Securities   Underlying   Unexercised   Options (#)   Unexercisable  (c)** | ** ** | **Equity   Incentive   Plan   Awards:  Number of  Securities   Underlying  Unexercised  Unearned   Options (#)   (d)** | ** ** | **Option   Exercise   Price   ($)   (e)** | ** ** | **Option  Expiration   Date   (f)** | ** ** |
|-------------------|------------|---------------------------------------------------------------------------------------------------------------------------|------------|-----------------------------------------------------------------------------------------------------------------------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|---------------------------------------------------------------|------------|-----------------------------------------------|------------|
| Gordon Yuen       |       | 400,000                                                                                                                   | (1)        | 800,000                                                                                                                     | (1)        |                                                                                                                                                           |       | $                                                             | 2.90       |                                          | 05/17/12   |   |
|              |       |                                                                                                                      |       | 400,000                                                                                                                     | (2)        |                                                                                                                                                           |       | 3.50                                                          |       | 02/12/13                                      |       |
|              |       |                                                                                                                      |       | 200,000                                                                                                                     | (2)        |                                                                                                                                                           |       | 4.00                                                          |       | 02/12/13                                      |       |
|              |       |                                                                                                                      |       | 200,000                                                                                                                     | (2)        |                                                                                                                                                           |       | 5.50                                                          |       | 02/12/13                                      |       |
|              |       |                                                                                                                      |       | 200,000                                                                                                                     | (2)        |                                                                                                                                                           |       | 6.50                                                          |       | 02/12/13                                      |       |
|              |       |                                                                                                                      |       | 200,000                                                                                                                     | (2)        |                                                                                                                                                           |       | 7.50                                                          |       | 02/12/13                                      |       |
|              |       |                                                                                                                      |       | 672,269                                                                                                                     | (3)        |                                                                                                                                                           |       | 4.59                                                          |       | 11/14/17                                      |       |
|              |       |                                                                                                                      |       |                                                                                                                        |       |                                                                                                                                                           |       |                                                          |       |                                          |       |
| Joe Pisano        |       | 180,000                                                                                                                   | (4)        | 360,000                                                                                                                     | (4)        |                                                                                                                                                           |       | 2.90                                                          |       | 05/17/12                                      |       |
|              |       |                                                                                                                      |       | 200,000                                                                                                                     | (5)        |                                                                                                                                                           |       | 3.50                                                          |       | 02/12/13                                      |       |
|              |       |                                                                                                                      |       | 200,000                                                                                                                     | (5)        |                                                                                                                                                           |       | 4.00                                                          |       | 02/12/13                                      |       |
|              |       |                                                                                                                      |       | 200,000                                                                                                                     | (5)        |                                                                                                                                                           |       | 5.50                                                          |       | 02/12/13                                      |       |
|              |       |                                                                                                                      |       | 200,000                                                                                                                     | (5)        |                                                                                                                                                           |       | 6.50                                                          |       | 02/12/13                                      |       |
|              |       |                                                                                                                      |       | 200,000                                                                                                                     | (5)        |                                                                                                                                                           |       | 7.50                                                          |       | 02/12/13                                      |       |
|              |       |                                                                                                                      |       | 336,135                                                                                                                     | (6)        |                                                                                                                                                           |       | 4.59                                                          |       | 11/14/17                                      |       |
|              |       |                                                                                                                      |       |                                                                                                                        |       |                                                                                                                                                           |       |                                                          |       |                                          |       |
| David Reberger    |       | 66,666                                                                                                                    | (7)        | 133,334                                                                                                                     | (7)        |                                                                                                                                                           |       | 2.90                                                          |       | 05/17/12                                      |       |
|              |       |                                                                                                                      |       | 200,000                                                                                                                     | (5)        |                                                                                                                                                           |       | 3.50                                                          |       | 02/12/13                                      |       |
|              |       |                                                                                                                      |       | 200,000                                                                                                                     | (5)        |                                                                                                                                                           |       | 4.00                                                          |       | 02/12/13                                      |       |
|              |       |                                                                                                                      |       | 200,000                                                                                                                     | (5)        |                                                                                                                                                           |       | 5.50                                                          |       | 02/12/13                                      |       |
|              |       |                                                                                                                      |       | 200,000                                                                                                                     | (5)        |                                                                                                                                                           |       | 6.50                                                          |       | 02/12/13                                      |       |
|              |       |                                                                                                                      |       | 200,000                                                                                                                     | (5)        |                                                                                                                                                           |       | 7.50                                                          |       | 02/12/13                                      |       |
|              |       |                                                                                                                      |       | 336,135                                                                                                                     | (6)        |                                                                                                                                                           |       | 4.59                                                          |       | 11/14/17                                      |       |
|                   |            |                                                                                                                           |            |                                                                                                                             |            |                                                                                                                                                                |            |                                                               |            |                                               |            |  |

 

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| (1) |   | We  granted Mr. Yuen 1,200,000 options as of September 10, 2007. The  options vest and become exercisable annually in 400,000 share installments  over three years starting on May 17, 2008. |
|-----|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

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| (2)    |   | We  granted Mr. Yuen 1,200,000 options as of April 4, 2008. The options  vest and become exercisable as follows: 399,997 options vest on February 12,  2009; 400,001 options vest on February 12, 2010; and the final 400,002  options vest on February 12, 2011.              |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                    |
| (3)    |   | The options vest and become exercisable as  follows: 224,089 options vest on November 14, 2008; 224,089 options vest  on November 14, 2009; and the final 224,091 options vest on November 14,  2010.                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                    |
| (4)    |   | We  granted Mr. Pisano 540,000 options as of September 10, 2007. The  options vest and become exercisable annually in 189,000 share installments  over three years starting on May 17, 2008.                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                    |
| (5)    |   | We  granted the reporting person 1,000,000 options as of April 4, 2008.  The options vest and become exercisable as  follows: 333,330 options vest on February 12, 2009; 333,335 options vest  on February 12, 2010; and the final 333,335 options vest on February 12,  2011. |
|   |   |                                                                                                                                                                                                                                                                                                    |
| (6)    |   | The  options vest and become exercisable as follows: 112,045 options vest on November 14,  2008; 112,045 options vest on November 14, 2009; and the final 112,045  options vest on November 14, 2010.                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                    |
| (7)    |   | We  granted Mr. Reberger 200,000 options as of September 10, 2007. The  options vest and become exercisable annually in three equal installments over  three years starting on May 17, 2008.                                                                                             |

 

**Director Compensation Table**

 
| **Name**             | ** ** | **Fees   Earned   or Paid  in Cash   ($)  (b)** | ** ** | **Stock   Awards   ($)  (c)** | ** ** | **Option   Awards   ($)  (d)(1)** | ** ** | **Non-Equity   Incentive Plan  Compensation   ($)   (e)** | ** ** | **Change in   Pension   Value and   Nonqualified  Deferred   Compensation  Earnings   ($)   (f)** | ** ** | **All Other   Compensation  ($)   (g)** | ** ** | **Total  ($)   (h)** | ** ** |
|----------------------|------------|--------------------------------------------------------------------------|------------|-----------------------------------------|------------|---------------------------------------------|------------|-------------------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------|------------|---------------------------|------------|
| Vincent DiVito       |       | 45,500                                                                   |       | 154,000                                 |       | 17,643                                      |       | —                                                                        |       | —                                                                                                                                    |       | —                                                 |       | 217,143                   |       |
| Paul Harvey          |       | 22,500                                                                   |       | 154,000                                 |       | 17,643                                      |       | —                                                                        |       | —                                                                                                                                    |       | —                                                 |       | 194,143                   |       |
| Robert Miodunski     |       | 22,500                                                                   |       | 154,000                                 |       | 17,643                                      |       | —                                                                        |       | —                                                                                                                                    |       | —                                                 |       | 194,143                   |       |
| Lorna Patajo-Kapunan |       | —                                                                   |       | —                                  |       | 14,662                                      |       | —                                                                        |       | —                                                                                                                                    |       | —                                                 |       | 14,662                    |       |
| Clarence Chung       |       | —                                                                   |       | —                                  |       | 32,335                                      |       | —                                                                        |       | —                                                                                                                                    |       | —                                                 |       | 32,335                    |       |
| John Crawford        |       | —                                                                   |       | —                                  |       | —                                      |       | —                                                                        |       | —                                                                                                                                    |       | —                                                 |       | —                    |       |

 

Thedollar amounts in column (d) reflect the dollar amount recognized forfinancial statement reporting purposes for the fiscal year ended December 31,2007, in accordance with FAS 123(R). Assumptions used in the calculation ofthese amounts are included in footnote (1) to our audited financialstatements for the fiscal year ended December 31, 2007 included in ourannual report on Form 10-K for the year ended December 31, 2007 filed withthe SEC on March 31, 2008.

 

Non-employeemembers of our board of directors received an initial grant of 100,000 optionsand, effective as of November 2007, an annual grant of 30,000 options. Theexercise price of such options is the market price of our common stock on thedate of grant. Our directors are reimbursed for their out-of-pocket expensesrelated to their services as directors or meeting attendances. Commencing November 2007,members of our board of directors that are not employees receive a quarterlyfee of $15,000. The chairman of our audit committee receives an additional$7,500 per quarter. In addition, upon joining the board, Messrs. DiVito,Harvey and Miodunski each received options to purchase 100,000 shares of commonstock at an exercise price of $1.34 per share over a three year term pursuantto our Amended and Restated 1999 Stock Option Plan; and each received a grantof 50,000 shares of common stock which accrued in increments of 10,000 sharesover the five fiscal quarters beginning in September 2005.

 

7

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** **

**SEC Position on Certain Indemnification Arrangements**

** **

Ourarticles of incorporation obligate us to indemnify our directors and officersto the fullest extent permitted under Nevada law. Chapter 78 of the NevadaRevised Statutes provides for indemnification by a corporation of costsincurred by directors, employees, and agents in connection with an action,suit, or proceeding brought by reason of their position as a director,employee, or agent. The person being indemnified must have acted in good faithand in a manner he reasonably believed to be in or not opposed to the bestinterests of the corporation.

 

Insofaras indemnification for liabilities arising under the Securities Act may bepermitted to our directors, officers or persons controlling us pursuant to theprovisions contained in our amended and restated articles of incorporation, ouramended and restated bylaws, Nevada law or otherwise, we have been informedthat, in the opinion of the SEC, such indemnification is against public policyas expressed in the Securities Act and is therefore unenforceable. If a claimfor indemnification against such liabilities, other than the payment by us ofexpenses incurred or paid by one of our directors, officers or controllingpersons in the successful defense of any action, suit, or proceeding, isasserted by such director, officer or controlling person, we will, unless inthe opinion of our counsel the matter has been settled by controllingprecedent, submit to a court of appropriate jurisdiction the question whethersuch indemnification by us is against public policy as expressed in theSecurities Act and will be governed by the final adjudication of this issue.

 

**Indemnification Agreements**

 

Wehave entered into indemnification agreements with members of our board ofdirectors and certain other employees in which we agreed to hold harmless andindemnify such directors, officers and employees to the fullest extentauthorized under Nevada law, and to pay any and all related expenses reasonablyincurred by the indemnitee. The relevant members of our board of directors areGordon Yuen, Joe Pisano, Lorna Patajo-Kapunan, Vincent L. DiVito, Maj. Gen.Paul A. Harvey, Robert L. Miodunski, Clarence Chung and John Crawford.

 

**Section 16(A) BeneficialOwnership Reporting Compliance**

** **

Rules adoptedby the SEC under Section 16(a) of the Securities Exchange Act of1934, or the Exchange Act, require our officers and directors, and persons whoown more than 10% of the issued and outstanding shares of our equitysecurities, to file reports of their ownership, and changes in ownership, ofsuch securities with the SEC on Forms 3, 4 or 5, as appropriate. Such personsare required by the regulations of the SEC to furnish us with copies of allforms they file pursuant to Section 16(a).

** **

Basedsolely upon a review of Forms 3, 4 and 5 and amendments thereto furnished to usduring our most recent fiscal year, and any written representations provided tous, we believe that all of the officers, directors, and owners of more than tenpercent of the outstanding shares of our common stock complied with Section 16(a) ofthe Exchange Act for the year ended December 31, 2007, except as follows:

 

•      James Crabbe, our former chairman of theboard, conducted a late filing of Form 4 to report the grant of options;

 

•      Vincent DiVito, a member of our board ofdirectors, conducted two late filings of Form 4 to report the grant ofoptions;

 

•      Paul Harvey, a member of our board ofdirectors, conducted two late filings of Form 4 to report the grant ofoptions;

 

•      Robert Miodunski, a member of our board ofdirectors, conducted two late filings of Form 4 to report the grant ofoptions;

 

8

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•      Mark Newburg, at the time our chief executiveofficer, conducted a late filing of Form 4 to report the grant of options;

 

•      Arnaldo Galassi, at the time our chieffinancial officer, conducted a late filing of Form 4 to report the grantof options;

 

•      Peter Zee, at the time our executive vicepresident, conducted two late filings of Form 4 to report the grant ofoptions;

 

•      Clarence Chung, a member of our board ofdirectors, conducted a late filing of Form 3 to report his election to ourboard of directors; and

 

•      Elixir Group and its ultimate parentcorporation, Melco International Development Ltd. conducted a late filing of Form 4to report Elixir Group’s cancellation of options and receipt of common sharespursuant to the Exchange Agreement.

 

**ITEM 12.****               ****SECURITY OWNERSHIP OFCERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS**.

** **

Thetable below sets forth the beneficial ownership of our common stock, as of April 18,2008, by:

 

•      All of our directors and executive officers,individually;

 

•      All of our directors and executive officers,as a group; and

 

•      All persons who beneficially owned more than5% of our outstanding common stock.

 

Thebeneficial ownership of each person was calculated based on 114,956,667 sharesof our common stock outstanding as of April 18, 2008, according to therecord ownership listings as of that date, the beneficial ownership reportsfiled by 5% beneficial owners with the SEC and the verifications we solicitedand received from each director and executive officer. The SEC has defined “beneficialownership” to mean more than ownership in the usual sense. For example, aperson has beneficial ownership of a share not only if he owns it in the usualsense, but also if he has the power to vote, sell or otherwise dispose of theshare. Beneficial ownership also includes the number of shares that a personhas the right to acquire within 60 days of April 18, 2008, pursuant to theexercise of options or warrants or the conversion of notes, debentures or otherindebtedness, but excludes stock appreciation rights. Two or more persons mightcount as beneficial owners of the same share. Unless otherwise noted, theaddress of the following persons listed below is c/o Elixir Gaming Technologies, Inc.,6650 Via Austi Parkway, Suite 170, Las Vegas, Nevada 89119.

 

9

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| **Name of Director, Executive Officer or Nominee** | ** ** | **Shares(1)** | ** ** | **Percentage** | ** ** |
|----------------------------------------------------------------------------------|------------|---------------|------------|----------------|------------|
| Gordon Yuen                                                                      |       | 400,000       | (2)        | *              |       |
| Joe Pisano                                                                       |       | 180,000       | (2)        | *              |       |
| David Reberger                                                                   |       | 66,666        | (2)        | *              |       |
| Paul A. Harvey                                                                   |       | 165,000       | (3)        | *              |       |
| Vincent L. DiVito                                                                |       | 165,000       | (3)        | *              |       |
| Robert L. Miodunski                                                              |       | 100,000       | (4)        | *              |       |
| Lorna Patajo-Kapunan                                                             |       | 115,000       | (2)        | *              |       |
| Clarence Chung                                                                   |       | 166,666       | (2)        | *              |       |
| John Crawford                                                                    |       | 100,000       | (2)        | *              |       |
| All directors and executive officers as a  group (9 persons)                     |       | 1,458,332     |       | 1.3            | %          |
|                                                                             |       |          |       |           |       |
|                                                                                  |       |          |       |           |       |
| * Less than one percent                                                          |       |          |       |           |       |

 
| **Name and Address of 5% Holder**                                  | ** ** | ** ** | ** ** | ** ** | ** ** |
|---------------------------------------------------------------------------------------------|------------|------------|------------|------------|------------|
| Elixir Group Limited   38/F, The Centrium  60 Wyndham Street Central, Hong Kong             |       | 55,800,000 | (5)        | 44.7       | %          |
| Strata Capital Management LP   9665 Wilshire Blvd, Suite 505   Beverly Hills, CA 90212 |       | 9,803,320  |       | 8.5        | %          |
| James E. Crabbe   1305 SW Myrtle CT   Portland, OR  97201                              |       | 6,106,073  | (6)        | 5.3        | %          |

 

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| (1)    |   | Unless  otherwise noted, the persons identified in this table have sole voting and  sole investment power with regard to the shares beneficially owned by them.                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| (2)    |   | Represents  common shares issuable upon the exercise of stock options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| (3)    |   | Includes  50,000 shares held directly and 115,000 shares issuable upon the exercise of  stock options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| (4)    |   | Includes  50,000 shares held directly and 50,000 shares issuable upon the exercise of  stock options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| (5)    |   | Includes 10 million shares underlying vested and immediately  exercisable warrants.  Does not include  66,000,000 shares underlying unvested warrants or the 26.4 million shares  issuable upon cancellation of those warrants pursuant to the terms of the  Securities Amendment and Exchange Agreement dated October 21, 2007 between us  and Elixir Group.  The shares are owned  directly by Elixir Group, which is the indirect wholly-owned subsidiary of  Melco International Development Limited. Melco is the indirect beneficial  owner of the reported securities. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| (6)    |   | Includes  3,565,056 shares held directly by Mr. Crabbe, 80,600 shares issuable  upon the exercise of stock options and 2,460,407 shares held by Mr. Crabbe,  as Trustee of the James E. Crabbe Revocable Trust.                                                                                                                                                                                                                                                                                                                                                               |

 

**Change in Control**

 

OnSeptember 10, 2007, we underwent a change in control and a resultantchange in our business model pursuant to a Securities Purchase and ProductParticipation Agreement (“Participation Agreement”) dated June 12, 2007between us and Elixir Group.  At theinitial closing, we issued to Elixir Group 25 million shares of our commonstock and warrants to purchase an additional 88 million shares of our commonstock. On September 13, 2007, we issued an additional 15 million shares ofour common stock to Elixir Group pursuant to the Participation Agreement basedon Elixir Group’s placement of additional electronic gaming machines. Based onthe aforementioned issuances, as of September 13, 2007, we had 77,552,301

 

10

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shares of our common stock issued and outstanding, of which 41 million(or 52.9%) were held by Elixir Group. The transactions under the Participation Agreement were approved by ourstockholders at a special meeting of stockholders held on September 10, 2007.

 

Inconjunction with our October 2007 private placement of common shares, inOctober 2007 we entered into a Securities Amendment and Exchange Agreement(the “Exchange Agreement”) with Elixir Group, pursuant to which we agreed toissue to Elixir Group up to 31.2 million shares of our common stock in exchangefor Elixir Group’s cancellation of up to 78 million of the 88 million warrantsit received under the above-described Participation Agreement.  At ourannual meeting of shareholders held on December 17, 2007, a majority ofour voting shares (excluding shares held by Elixir Group) voted to approve theExchange Agreement and our issuance of common shares to Elixir Group inexchange for its cancellation of warrants.

 

Theinitial closing under the Exchange Agreement occurred on December 17,2007, at which time we issued 4.8 million shares of our common stock to ElixirGroup in exchange for its cancellation of 12 million warrants that had vestedand were exercisable.  The remaining 66 million warrants subject to theExchange Agreement are unvested as of the date of this report and theirexercise is subject to the achievement of certain performance milestones withrespect to the placement of electronic gaming machines pursuant to theParticipation Agreement.  Pursuant to the Exchange Agreement, Elixir Groupwill cancel the remaining 66 million warrants, subject to their vesting, inreturn for our issuance of common shares at the rate of one common share forevery 2.5 warrants cancelled, or a total of 26.4 million common shares if allof the 66 million warrants vest.

 

Immediatelyfollowing the initial closing of the transactions under the ParticipationAgreement, Elixir Group controlled a majority of our outstanding capitalstock.  After giving effect to our sale of 31 million shares of commonstock in private placements conducted in October and December 2007and the initial closing under the Exchange Agreement, Elixir Group’s percentageownership of our company as of the date of this report has decreased to 44.7%of our outstanding capital stock, however Elixir Group remains a principalstockholder of our company and retains the power to significantly influence allmatters requiring approval by our stockholders, including the election ofdirectors and approval of mergers and other significant corporate transactions.

 

Pursuantto the Participation Agreement, Elixir Group was entitled to appoint to ourboard no less than three directors as of the initial closing under theParticipation Agreement. The Participation Agreement further provides thatElixir Group will at all times be entitled to appoint to our board of directorsa pro rata share of the authorized members of our board based on Elixir Group’spercentage ownership of our outstanding common shares.  At least one Elixir Group nominee is entitledto serve on each committee of our board, provided, such Elixir Group nomineesatisfies the applicable independence requirements. At the September 10,2007 special meeting of stockholders, our stockholders voted to approve theelection to our board of directors the following nominees of Elixir Group:Gordon Yuen, Joe Pisano, and Lorna Patajo-Kapunan.  Ms. Kapunan wasalso appointed to the compensation and nominating committees of our board ofdirectors, and serves as chairperson of our nominating committee.  InOctober 2007, Elixir Group nominated to our board of directorsMr. Clarence Chung pursuant to its nominating rights set forth in theParticipation Agreement.

 

Pursuantto the Participation Agreement, Elixir Group has agreed that until the secondanniversary of the closing, the pre-closing shareholders of our company will beentitled to the benefit of continued representation on our board of directorsof at least two of the three independent directors serving on the board priorto the closing. The three independent directors serving on our board prior tothe closing were Vincent DiVito, Robert Miodunski and Maj. Gen. Paul Harvey,each of whom continues to serve on our board as of the date of thisreport.  In the event of the resignation, termination or death of any twopre-closing independent directors, the remaining pre-closing independentdirector shall be entitled to name a 

 

11

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replacement.  At least one of the pre-closing independentdirectors shall be entitled to serve on each committee of our board ofdirectors, provided such director satisfies the applicable independencerequirements.

 

**Equity Compensation Plan Information**

 

Wehave two stock options plans, the Amended and Restated 1999 Stock Option Planand the Amended and Restated 1999 Directors’ Stock Option Plan, under which15,000,000 shares and 300,000 shares are authorized, respectively, and both ofwhich have been approved by our stockholders. Pursuant to these stock option plans, as of December 31, 2007,there were options outstanding to purchase 3,218,369 shares of our common stockwith a weighted average exercise price per share of $2.04 and options remainingto purchase 9,598,738 shares of our common stock.  In September 2007, our stockholdersapproved the issuance of options to purchase five million shares of our commonstock pursuant to the initial closing of the transactions under theParticipation Agreement to certain employees and non-employees.  Each option had an exercise price of $2.90per share and will vest over a three-year period and have a five-year term.

 

Thefollowing table sets forth certain information as of December 31, 2007about our stock option plans under which our equity securities are authorizedfor issuance.

 
| **Plan Category**                                       | ** ** | **(a)  Number of Securities   to be Issued Upon   Exercise of   Outstanding   Options, Warrants   and Rights** | ** ** | **(b)  Weighed-Average   Exercise Price of   Outstanding   Options,   Warrants and   Notes Rights** | ** ** | **(c)  Number of Securities   Remaining Available for  Future Issuance Under   Equity Compensation   Plans   (Excluding Securities   Reflected In Column (A))** | ** ** |
|--------------------------------------------------------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
| Equity compensation plans   approved by security holders     |       | 8,218,369                                                                                                                                                                       |       | $                                                                                                                                                | 2.56       |                                                                                                                                                                                                                                            | 9,598,738  |   |
| Equity compensation plans not   approved by security holders | ** ** | **—**                                                                                                                                                                      | ** ** | **—**                                                                                                                                       | ** ** | **—**                                                                                                                                                                                                                                      | ** ** |
| Total                                                        |       | 8,218,369                                                                                                                                                                       |       | $                                                                                                                                                | 2.56       |                                                                                                                                                                                                                                            | 9,598,738  |   |

 

Thefirst column reflects outstanding stock options to purchase (i) 3,098,769shares of common stock pursuant to our Amended and Restated 1999 Stock OptionPlan, (ii) 119,600 shares of common stock pursuant to our Amended andRestated 1999 Directors’ Stock Option Plan and (iii) five million sharesof common stock pursuant to the options approved our stockholders inSeptember 2007.

 

Thethird column reflects 9,573,738 shares remaining for issuance under our Amendedand Restated 1999 Stock Option Plan and 25,000 shares available under ourAmended and Restated 1999 Directors’ Stock Option Plan.

 

**ITEM 13.**                                              **CERTAIN RELATIONSHIPS ANDRELATED TRANSACTIONS**, **AND DIRECTOR INDEPENDENCE.**

** **

**Transaction Review**

 

Wehave adopted a policy that any transactions with directors, officers orentities of which they are also officers or directors or in which they have afinancial interest, will only be on terms consistent with industry standardsand approved by a majority of the disinterested directors of our board. Ourbylaws provide that no such transactions by us shall be either void or voidablesolely because of such relationship or interest of directors or officers orsolely because such directors are present at the meeting of our board 

 

12

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ora committee thereof which approves such transactions, or solely because theirvotes are counted for such purpose if:

 

•                  The fact of such common directorship orfinancial interest is disclosed or known by our board or committee and noted inthe minutes, and our board or committee authorizes, approves or ratifies thecontract or transaction in good faith by a vote for that purpose withoutcounting the vote or votes of such interested directors; or

 

•                  The fact of such common directorship orfinancial interest is disclosed to or known by the stockholders entitled tovote, and they approve or ratify the contract or transaction in good faith by amajority vote or written consent of stockholders holding a majority of theshares of common stock entitled to vote (the votes of the interested directorsor officers shall be counted in any such vote of stockholders); or

 

•                  The contract or transaction is fair andreasonable to us at the time it is authorized or approved.

 

Inaddition, interested directors may be counted in determining the presence of aquorum at a meeting of our board or a committee thereof that approves suchtransactions. If there are no disinterested directors, we shall obtain amajority vote of the stockholders approving the transaction.

 

Withregard to transactions between us and our principal stockholder, Elixir Group,pursuant to the Participation Agreement, our board of directors has establisheda committee of the board, known as the conflicts and compliance committee, madeup exclusively of at least three members of our board who satisfy theindependence requirements of AMEX Section 803(2) and meet thecriteria for independence as set forth in Rule 10A-3(b)(1) under theExchange Act, and who are not then, and during the two years prior to theirappointment or election have not been, an officer, director, employee of orconsultant or advisor to Elixir Group or any affiliate of Elixir Group. ElixirGroup has the right to appoint at least one representative to the conflicts andcompliance committee if that person satisfies the foregoing criteria. Theconflicts and compliance committee operates under a charter, pursuant to whichthe conflicts and compliance committee has the power to veto any agreement ortransaction between us and Elixir Group or any of its affiliates involving anaggregate amount in excess of $200,000 and that has been approved by our boardof directors.

 

Theconflicts and compliance committee charter shall not be amended or modifiedunless (i) such amendment or modification has been approved andrecommended by a majority of the members of the conflicts and compliancecommittee and (ii) at least five business days preceding the effectivedate of such amendment or modification we have filed with the SEC a currentreport on Form 8-K that accurately and fully discloses the proposedamendment or modification and the basis for the conflicts and compliancecommittee’s recommendations.

 

**ElixirGroup Transactions**

 

***Participation Agreement***

 

Asmore fully described under the caption “Security Ownership of CertainBeneficial Owners and Management - Change of Control” on page 10, onSeptember 10, 2007 we underwent a change in control and a resultant changein our business model pursuant to a Securities Purchase and ProductParticipation Agreement (“Participation Agreement”) dated June 12, 2007between us and Elixir Group.  Pursuant to the Participation Agreement, we agreed to issue to ElixirGroup a controlling bock of our common shares and grant Elixir Group the rightto nominate a certain numbers of directors to our board of directors.  Based on the aforementioned issuances, as ofSeptember 13, 2007, we had 77,552,301 shares of our common stock issuedand outstanding, of which 41,000,000 (or 52.9%) were held by Elixir Group.  As of 

 

13

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thedate of this report, four out of the eight sitting members of our board ofdirectors are nominees of Elixir Group, including Gordon Yuen, Joe Pisano,Lorna Patajo-Kapunan and Clarence Chung. Our chief executive officer and chairman of the board, Gordon Yuen, alsoserves as the chief executive officer of Elixir Group, and our executive vicepresident and member of our board, Joe Pisano, also serves as general managerof Elixir Group.

 

***Exchange Agreement***

 

Inconjunction with our October 2007 private placement of common shares, inOctober 2007 we entered into a Securities Amendment and Exchange Agreement(the “Exchange Agreement”) with Elixir Group, pursuant to which we agreed toissue to Elixir Group up to 31.2 million shares of our common stock in exchangefor Elixir Group’s cancellation of up to 78 million of the 88 million warrantsit received under the above-described Participation Agreement.  Theinitial closing under the Exchange Agreement occurred on December 17,2007, at which time we issued 4.8 million shares of our common stock to ElixirGroup in exchange for its cancellation of 12 million warrants that had vestedand were exercisable.

 

Aftergiving effect to our sale of 31 million shares of common stock in privateplacements conducted in October and December 2007 and the initialclosing under the Exchange Agreement, Elixir Group’s percentage ownership ofour common shares as of the date of this report has decreased to 44.7% of ouroutstanding capital stock, however Elixir Group remains a principal stockholderof our company and retains the power to significantly influence all mattersrequiring approval by our stockholders, including the election of directors andapproval of mergers and other significant corporate transactions.

 

Pleasesee “Security Ownership of Certain Beneficial Owners and Management - Change ofControl” on page 10, for a more complete discussion of the terms of theParticipation Agreement and Exchange Agreement.

 

***Purchase and Sale of Gaming Machines***

 

ElixirGroup participates in our gaming business pursuant to certain exclusive rightsgranted by us to Elixir Group in the Participation Agreement.  Pursuant tothe Participation Agreement, we have granted Elixir Group the exclusive rights,for a six-year period ending on September 10, 2013, to identify on ourbehalf potential venue owners throughout the general Asian territory. Elixir Group has agreed to use its reasonable best efforts to identify andsecure venues on our behalf, and not engage directly or indirectly in theplacement of electronic gaming machines on a participation basis in the definedterritories except on our behalf.

 

Pursuantto the Participation Agreement, we have agreed to buy from Elixir Group, andElixir Group has agreed to sell to us, all of the electronic gaming machinesand the casino management systems to be used in our gaming businesscontemplated by the Participation Agreement.  In the event of ElixirGroup’s purchase of electronic gaming machines or systems for resale to us froma party not affiliated with Elixir Group, our purchase price is Elixir Group’scost plus 15 percent (15%). In the event of the manufacture of electronicgaming machines or systems by Elixir Group or Elixir Group’s purchase ofelectronic gaming machines or systems for resale to us from an affiliate ofElixir Group, our purchase price will be the same price at which Elixir Groupwould sell such machines or systems in an arm’s length transaction with anunrelated third party.

 

Asdescribed above, Elixir Group designs and constructs the gaming floors andprovides for the related signage and peripheral fixtures.  We reimburseElixir Group for its costs actually incurred in the set-up of the gamingoperations in amounts equal to Elixir Group’s out-of-pocket costs plus 15percent (15%) excluding any costs associated with labor to perform theirobligations.

 

14

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***Elixir Trade Credit Facility***

 

OnApril 21, 2008, we entered into a Trade Credit Facility Agreement (the“Facility Agreement”) with Elixir International Limited (“ElixirInternational”),  a wholly-ownedsubsidiary of Elixir Group.  Pursuant tothe Facility Agreement,  ElixirInternational may, from time to time at its option, provide trade credits to usfor our purchase of electronic gaming machines from Elixir International inexchange for our issuance of unsecured notes to Elixir International bearinginterest at a fixed rate of eight percent (8%) per annum.  Title of any gaming machines offered inexchange for the notes passes to us upon issuance of the notes.

 

Uponentering into the Agreement, we immediately issued the first note pursuant tothe terms of the Facility Agreement in the principal amount of $15,000,000 (the“Initial Advance”).  The Initial Advanceextinguished an existing current trade payable of an equivalent amount toElixir International in respect to gaming machines previously acquired.

 

Weare obligated to repay the principal, plus any accrued interest thereon, of theInitial Advance in 24 equal monthly installments after the date of issue.  However, the Initial Advance is subject todemand by Elixir International for immediate payment of any outstanding sumsowed under it to Elixir International if there is either an event of default ora change of control, as those terms are defined in the Facility Agreement.  Any further notes, if issued, will be subjectto demand by Elixir International for immediate payment of any outstanding sumsowed under them to Elixir International at anytime and at the sole discretionof Elixir International.

 

TheFacility Agreement does not include a commitment on the part of ElixirInternational and all further borrowings by us are subject to the approval ofElixir International at its sole discretion. There can be no assurance of any further amount of credit obtainable byus under the Facility Agreement.

 

An“event of default” occurs pursuant to the Facility Agreement if, among otherthings, we default in the payment when due of any principal or interest on anynote issued pursuant to the Facility Agreement; or we become insolvent orgenerally fail to pay or admit in writing our inability to pay our debts asthey become due; or we apply for, consent to, or acquiesce in the appointmentof a trustee, receiver or other custodian for our self  or any of our property, or make a generalassignment for the benefit of our creditors; or a trustee, receiver or othercustodian will otherwise be appointed for us or any of our assets and not bedischarged within 30 days; or any bankruptcy, reorganization, debt arrangement,or other case or proceeding under any bankruptcy or insolvency law, or anydissolution or liquidation proceeding is commenced by or against us and beconsented to or acquiesced in by us or remains undismissed for 30 days; or wetake any corporate action to authorize, or in furtherance of, any of theforegoing; or any judgments, writs, warrants of attachment, executions orsimilar process (not undisputedly covered by insurance) in an aggregate amountin excess of $100,000 is issued or levied against us or any of our assets andwill not be released, vacated or fully bonded prior to any sale and in anyevent within 30 days after its issue or levy; or we become subject to pendingor threatened litigation, arbitration or a governmental litigation orproceeding, not previously disclosed to Elixir International, and such actioncould have a material adverse affect on our operations or financial condition.

 

A“change of control” occurs pursuant to the Facility Agreement if, among otherthings, after April 21, 2008: (i) any person or two or more personsacting in concert (other than Elixir International or its affiliates) acquirebeneficial ownership (within the meaning of Rule 13d-3 under theSecurities Exchange Act of 1934), directly or indirectly, of securities of ourcompany representing 50% or more (on a fully-diluted basis) of the combinedvoting power of all our securities (other than securities owned by Elixir Groupor its affiliates) entitled to vote in the election of directors; or(ii) our sale of substantially all of our assets; or (iii) any saleof our securities by Elixir Group or its affiliates or any issuance of newsecurities 

 

15

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byus resulting in the combined voting power of all our securities (on afully-diluted basis) owned by Elixir Group or its affiliates falls below 30%.

 

**ITEM 14.****                                             ****PRINCIPAL ACCOUNTANT FEES ANDSERVICES.**

 

Thefollowing table sets forth the aggregate fees billed to us for servicesrendered to us for the years ended December 31, 2007 and 2006 by ourindependent registered public accounting firms for such years, Ernst &Young LLP and Piercy Bowler Taylor & Kern, respectively, fees for theaudit of our consolidated financial statements for the years endedDecember 31, 2007 and 2006, and assistance with the reporting requirementsthereof, the review of our condensed consolidated financial statements includedin our quarterly reports on Form 10-QSB, and accounting and auditingassistance relative to acquisition accounting and reporting.

 
| ** **         | ** ** | **2007** | ** ** | **2006** | ** ** |
|--------------------|------------|----------|------------|----------|------------|
| Audit Fees         |       | $        | 355,994    |     | $          | 218,600 |   |
| Audit-Related Fees |       | 10,864   |       | 4,708    |       |
| Tax Fees           |       | 13,168   |       | 20,000   |       |
| All Other Fees     |       | 97,238   |       | —   |       |
|               |       | $        | 477,264    |     | $          | 243,308 |   |

 

**AuditCommittee Pre-Approval Policies**

 

Ouraudit committee approves all audit fees, audit-related fees, tax fees andspecial engagement fees.  The auditcommittee approved 100% of such fees for the year ended December 31, 2007.

 

16

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**PART IV**

 

**ITEM 15.  EXHIBITS AND FINANCIALSTATEMENT SCHEDULES.**

 

**(a) Financialstatements**

 

Referenceis made to the Index and Financial Statements under Item 8 in Part II ofour annual report on Form 10-K filed on March 31, 2008, where thesedocuments are listed.

 

**(b) Financialstatement schedules**

 

Financialstatement schedules are either not required or the required information isincluded in the consolidated financial statements or notes thereto filed underItem 8 in Part II of our annual report on Form 10-K filed onMarch 31, 2008.

 

**(c) ****Exhibits**

 

Theexhibits to this Amendment No. 1 to Annual Report on Form 10-K areset forth below. The exhibit index indicates each management contract orcompensatory plan or arrangement required to be filed as an exhibit.

 

**Exhibit Index**

 
| **Number** | ** ** | **Exhibit Description**                                                                                                                                                                                                                                  |
|------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                    |
| 3.1        |       | Amended and Restated Articles of Incorporation dated  June 7, 2003. (Incorporated by reference from the registrant’s current  report on Form 8-K filed on June 18, 2003.)                                                                 |
|       |       |                                                                                                                                                                                                                                                          |
| 3.2        |       | Amended and Restated Bylaws of the registrant dated  November 13, 2002. (Incorporated by reference from the registrant’s  current report on Form 8-K filed on January 8, 2003.)                                                           |
|       |       |                                                                                                                                                                                                                                                          |
| 3.3        |       | Certificate of Amendment to Articles of  Incorporation dated August 23, 2005. (Incorporated by reference from the  registrant’s annual report on Form 10-KSB filed on April 13, 2007.)                                                    |
|       |       |                                                                                                                                                                                                                                                          |
| 3.4        |       | Certificate of Amendment to Articles of  Incorporation dated January 9, 2007. (Incorporated by reference from the  registrant’s annual report on Form 10-KSB filed on April 13, 2007.)                                                    |
|       |       |                                                                                                                                                                                                                                                          |
| 3.5        |       | Certificate of Amendment to Articles of  Incorporation dated September 10, 2007. (Incorporated by reference from  the registrant’s quarterly report on Form 10-QSB filed on  November 14, 2007.)                                          |
|       |       |                                                                                                                                                                                                                                                          |
| 10.1       |       | Shareholder Agreement dated December 14, 1998,  by and between registrant and Richard Huson, Bob Smith and Ron Keil.  (Incorporated by reference from the registrant’s annual report on  Form 10-KSB filed on March 26, 1999.)            |
|       |       |                                                                                                                                                                                                                                                          |
| 10.2       |       | Form of Warrant Associated with 9.5%  Convertible Note Due 2004. (Incorporated by reference from the registrant’s  quarterly report on Form 10-QSB filed on May 17, 1999.)                                                                |
|       |       |                                                                                                                                                                                                                                                          |
| 10.3       |       | Lease Agreement dated December 29, 2006, by and  between the registrant and Howard Hughes Properties, Limited Partnership.  (Incorporated by reference from the registrant’s annual report on  Form 10-KSB/A filed on November 13, 2007.) |
|       |       |                                                                                                                                                                                                                                                          |
| 10.4       |       | Form of Indemnification Agreement, incorporated  by reference from the registrant’s quarterly report on 10-QSB/A filed on  August 19, 2003.                                                                                                    |
|       |       |                                                                                                                                                                                                                                                          |
| 10.5       |       | Amended and Restated 1999 Stock Option Plan.*  (Incorporated by reference from the registrant’s quarterly report on 10-QSB/A  filed on August 19, 2003.)                                                                                            |

 

17

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| 10.6   |   | Philadelphia Brokerage Corporation Warrant to  Purchase 25,000 Shares of Common Stock. (Incorporated by reference from the  registrant’s quarterly report on 10-QSB/A filed on August 19, 2003.)                                                                                                          |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                |
| 10.7   |   | Triage Capital Management LP Warrant to Purchase  50,000 Shares of Common Stock. (Incorporated by reference from the  registrant’s quarterly report on 10-QSB/A filed on August 19, 2003.)                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                |
| 10.8   |   | Mellon HBV SBV, LLC Warrant to Purchase Shares of  Common Stock. (Incorporated by reference from the registrant’s quarterly  report on 10-QSB/A filed on August 19, 2003.)                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                |
| 10.9   |   | Amended and Restated 1999 Directors’ Stock Option  Plan.* (Incorporated by reference from the registrant’s registration  statement on Form S-8 filed on September 10, 2003.)                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                |
| 10.10  |   | Philadelphia Brokerage Corporation warrant to  Purchase 75,000 Shares of Common Stock. (Incorporated by reference from the  registrant’s registration statement on Form SB-2 filed on  September 25, 2003.)                                                                                          |
|   |   |                                                                                                                                                                                                                                                                                                                |
| 10.11  |   | Distribution Agreement by and between the registrant  and TCS Aces Pty Limited. (Incorporated by reference from the registrant’s  registration statement on Form SB-2/A filed on December 10, 2003.)                                                                                                 |
|   |   |                                                                                                                                                                                                                                                                                                                |
| 10.12  |   | Distribution Agreement by and between the registrant  and Technical Casino Supplies Ltd. (Incorporated by reference from the  registrant’s current report on Form 8-K filed on February 15,  2005.)                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                |
| 10.13  |   | License and Manufacturing Agreement dated  February 27, 2006, between registrant and Dolphin Products Pty Limited.  (Incorporated by reference to Exhibit 10.26 to the registrant’s annual  report on Form 10-KSB filed on March 31, 2006.)                                                |
|   |   |                                                                                                                                                                                                                                                                                                                |
| 10.14  |   | Patent Purchase Agreement dated October 1, 2005  among registrant, William Westmore Purton, Dolphin Products Pty Ltd. and  Dolphin Advanced Technologies Pty Ltd. (Incorporated by reference to  Exhibit 10.27 to the registrant’s annual report on Form 10-KSB  filed on March 31, 2006.) |
|   |   |                                                                                                                                                                                                                                                                                                                |
| 10.15  |   | Form of Warrant. (Incorporated by reference to  Exhibit 10.3 to the registrant’s Quarterly Report on Form 10-QSB  filed on November 14, 2005.)                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                |
| 10.16  |   | Employment Agreement dated September 29, 2005  between registrant and Mark Newburg.* (Incorporated by reference to  Exhibit 10.4 to the registrant’s Quarterly Report on Form 10-QSB  filed on November 14, 2005.)                                                                         |
|   |   |                                                                                                                                                                                                                                                                                                                |
| 10.17  |   | Employment Agreement dated September 29, 2005  between registrant and Arnaldo Galassi.* (Incorporated by reference to  Exhibit 10.5 to the registrant’s Quarterly Report on Form 10-QSB  filed on November 14, 2005.)                                                                      |
|   |   |                                                                                                                                                                                                                                                                                                                |
| 10.18  |   | Employment Agreement dated October 3, 2005  between registrant and Peter Zee.* (Incorporated by reference from the  registrant’s annual report on Form 10-KSB/A filed on November 13,  2007.)                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                |
| 10.19  |   | Senior Secured Note Purchase Agreement dated May 2,  2006 among registrant and the Bricoleur Funds. (Incorporated by reference to  Exhibit 10.1 to the registrant’s Current Report on Form 8-K dated  May 2, 2006.)                                                                        |

 

18

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| 10.20  |   | Securities Put Agreement dated May 2, 2006  among registrant and the Bricoleur Funds. (Incorporated by reference to  Exhibit 10.2 to the registrant’s Current Report on Form 8-K dated  May 2, 2006.)                                                             |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                       |
| 10.21  |   | Security Agreement dated May 2, 2006 among  registrant and the Bricoleur Funds. (Incorporated by reference to  Exhibit 10.3 to the registrant’s Current Report on Form 8-K dated  May 2, 2006.)                                                                   |
|   |   |                                                                                                                                                                                                                                                                                       |
| 10.22  |   | Registration Rights Agreement dated May 2, 2006  among registrant and the Bricoleur Funds. (Incorporated by reference to  Exhibit 10.3 to the registrant’s Current Report on Form 8-K dated  May 2, 2006.)                                                        |
|   |   |                                                                                                                                                                                                                                                                                       |
| 10.23  |   | Share Sale Agreement dated July 5, 2006 among  registrant and William Westmore Purton, and Synwood Pty Ltd. (Incorporated by  reference to Exhibit 10.8 to the registrant’s Quarterly Report on  Form 10-QSB filed on August 14, 2006.)                           |
|   |   |                                                                                                                                                                                                                                                                                       |
| 10.24  |   | Registration  Rights Agreement dated July 11, 2006 among registrant and William  Westmore Purton, and Synwood Pty Ltd. (Incorporated by reference to  Exhibit 10.8 to the registrant’s Quarterly Report on Form 10-QSB  filed on August 14, 2006.)                |
|   |   |                                                                                                                                                                                                                                                                                       |
| 10.25  |   | Alliance  Agreement dated October 11, 2006 between registrant and Elixir Group  Limited. (Incorporated by reference to Exhibit 10.1 to the registrant’s  Quarterly Report on Form 10-QSB filed on November 14, 2006.)                                             |
|   |   |                                                                                                                                                                                                                                                                                       |
| 10.26  |   | Amended  and Restated Sales Representative Agreement dated October 11, 2006  between registrant and Elixir Group Limited. (Incorporated by reference to  Exhibit 10.2 to the registrant’s Quarterly Report on Form 10-QSB  filed on November 14, 2006.)           |
|   |   |                                                                                                                                                                                                                                                                                       |
| 10.27  |   | Securities  Purchase Agreement dated October 11, 2006 between registrant and Elixir  Group Limited. (Incorporated by reference to Exhibit 10.3 to the  registrant’s quarterly report on Form 10-QSB filed on November 14,  2006).                                 |
|   |   |                                                                                                                                                                                                                                                                                       |
| 10.29  |   | Securities  Purchase Agreement dated March 27, 2007. (Incorporated by reference from  the registrant’s current report on Form 8-K filed on March 30,  2007.)                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                       |
| 10.30  |   | Registration  Rights Agreement dated March 28, 2007. (Incorporated by reference from  the registrant’s current report on Form 8-K filed on March 30,  2007.)                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                       |
| 10.31  |   | Common  Stock Purchase Warrant dated March 28, 2007. (Incorporated by reference  from the registrant’s current report on Form 8-K filed on March 30,  2007.)                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                       |
| 10.32  |   | Securities  Purchase Agreement dated May 3, 2007. (Incorporated by reference from  the registrant’s quarterly report on Form 10-QSB filed on May 15,  2007.)                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                       |
| 10.33  |   | Registration  Rights Agreement dated May 3, 2007. (Incorporated by reference from the  registrant’s quarterly report on Form 10-QSB filed on May 15,  2007.)                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                       |
| 10.34  |   | Securities  Purchase and Product Participation Agreement dated June 12, 2007 between  registrant and Elixir Group Limited. (Incorporated by reference from the  registrant’s current report on Form 8-K filed on June 13, 2007.)                                       |
|   |   |                                                                                                                                                                                                                                                                                       |
| 10.35  |   | Securities  Purchase Agreement by and among the registrant and the purchasers identified  on the signature pages thereto, dated as of October 19, 2007.  (Incorporated by reference from the registrant’s current report on  Form 8-K filed on October 23, 2007.) |

 

19

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| 10.36  |   | Registration  Rights Agreement by and among the registrant and the purchasers identified on  the signature pages thereto, dated as of October 19, 2007. (Incorporated  by reference from the registrant’s current report on Form 8-K filed on  October 23, 2007.)                   |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                         |
| 10.38  |   | Waiver and Amendment to Warrants dated  September 7, 2007. (Incorporated by reference from the registrant’s  quarterly report on Form 10-QSB filed on November 14, 2007.)                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                         |
| 10.39  |   | Warrant  Purchase Agreement by and among, Elixir Group Ltd, the registrant and the  purchasers identified on the signature pages thereto, dated as of  December 11, 2007. (Incorporated by reference from the registrant’s  current report on Form 8-K filed on December 11, 2007.) |
|   |   |                                                                                                                                                                                                                                                                                                         |
| 10.40  |   | Registration Rights Agreement by and among the  registrant and the purchasers identified on the signature pages thereto,  dated as of December 11, 2007. (Incorporated by reference from the  registrant’s current report on Form 8-K filed on December 11,  2007.)                 |
|   |   |                                                                                                                                                                                                                                                                                                         |
| 10.41  |   | Distribution, Service and Support Agreement between  registrant and Suzo Happ Group. (Incorporated by reference from the  registrant’s annual report on Form 10-K filed on March 31, 2008)                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                         |
| 10.42  |   | Trade Credit Facility Agreement dated April 25,  2008 between the registrant and Elixir International Limited                                                                                                                                                                                           |
|   |   |                                                                                                                                                                                                                                                                                                         |
| 14.10  |   | Code of Ethics. (Incorporated by reference from the  registrant’s annual report on 10-KSB filed March 30, 2004.)                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                         |
| 21.10  |   | List of subsidiaries of registrant. (Incorporated by  reference from the registrant’s annual report on Form 10-K filed on  March 31, 2008)                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                         |
| 23.1   |   | Consent of Ernst & Young, LLP. (Filed as  part of registrant’s annual report on Form 10-K filed on March 31,  2008)                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                         |
| 23.2   |   | Consent of Consent of Piercy Bowler Taylor & Kern. (Filed as  part of registrant’s annual report on Form 10-K filed on March 31,  2008)                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                         |
| 23.3   |   | Consent of BDO Kendalls Audit & Assurance  (VIC) Pty Ltd. (Filed as part of registrant’s annual report on Form 10-K  filed on March 31, 2008)                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                         |
| 31.1   |   | Certification under Section 302 of the  Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                         |
| 31.2   |   | Certification under Section 302 of the  Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                         |
| 32.1   |   | Certifications Pursuant to Section 906 of the  Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350.                                                                                                                                                                                                 |

 

----

*****Indicatesmanagement compensatory plan, contract or arrangement.

 

20

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** **

**SIGNATURES**

** **

Pursuant to the requirementsof Section 13 or 15(d) of the Securities Exchange Act of 1934, theRegistrant has duly caused this Amendment No. 1 to Annual Report onForm 10-K to be signed on its behalf by the undersigned, thereunto dulyauthorized.

 
| ** **                 | ** ** | ** **      | **ELIXIR GAMING TECHNOLOGIES, INC.**                                          |
|----------------------------|------------|-----------------|-------------------------------------------------------------------------------|
|                       |       |            |                                                                          |
|                       |       |            |                                                                          |
| Date:  April 29, 2008 |       | By:   | * /s/  Gordon Yuen*                                                      |
|                       |       |            |  Gordon  Yuen   Chairman of the Board of  Directors, President, and |
|                       |       |            | Chief Executive Officer                                                       |

 

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