##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-KSB/A
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended December 31, 2005
 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 000-30375
 LAS VEGAS GAMING, INC.
  Nevada
    
    88-0392994(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)4000 West Ali Baba, Suite D, Las Vegas, Nevada
    
    89118(Address of principal executive offices)
    
    (Zip Code)
 (702) 871-7111
  Title of each class
None
    
    Name of each exchange on which registered
Not applicable
   
  
  þ o
 o
 o þ
    Common Stock, $.001 par value
    
    8,540,020 Common Shares as of March 31, 2006
 DOCUMENTS INCORPORATED BY REFERENCE
  o þ
   1




---



TABLE OF CONTENTS  ITEM 13. EXHIBITS AND REPORTS ON FORM 8-KSIGNATURESEXHIBIT INDEXEX-2.3EX-3.3EX-3.5EX-10.2EX-10.3EX-10.5EX-10.6EX-10.7EX-10.8EX-10.9EX-10.10EX-10.12EX-10.13EX-10.14EX-10.15EX-10.16EX-21.1    Table of Contents  EXPLANATORY NOTE:
 
 ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K
 Exhibits




---



##### Table of Contents



SIGNATURES
  LAS VEGAS GAMING, INC.Date: July 18, 2006
    By:
    /s/ Russell R. RothRussell R. Roth, Chief Executive Officer,Chief Financial Officer,
Secretary, Treasurer and Chairman
(Principal Executive and Financial
Officer).  Signature
    
    Title
    
    Date/s/ Russell R. Roth

Russell R. Roth
    
    Chief Executive Officer, Chief
Financial Officer, Secretary,
Treasurer and Chairman
(Principal Executive and Financial
Officer)
    

July 18, 2006/s/ Kyleen Cane
    
    Director
    
    July 18, 2006Kyleen E. Cane/s/ Terry Caudill
    
    Director
    
    July 18, 2006Terry Caudill/s/ Stephen Crystal
    
    Chief Marketing Officer and Director
    
    July 18, 2006Stephen Crystal/s/ Richard H. Irvine
    
    Director
    
    July 18, 2006Richard H. IrvineDirector
    
    July      , 2006George Kelesis
 3




---



##### Table of Contents



EXHIBIT INDEX
 Exhibit
    
    Document Description
    
    Page2.1
    
    Agreement and Plan of Merger dated January 14, 2005,
among the registrant, AdLine Gaming, Inc. and AdLine
Network, LLC, incorporated by reference from the
registrants Current Report on Form 8-K filed January
24, 2005.
    
    2.2.
    
    Agreement and Plan of Merger dated April 30, 2003 among
registrant, Las Vegas Twin, Inc., Triple Win in Nevada,
Inc. and Robert G. Ducaj, II, John Mulligan, Leta K.
Mulligan and Michael Cassidy, incorporated by reference
from the registrants Quarterly Report on Form 10-QSB
filed May 20, 2003.
    
    2.3
    
    Stock Purchase Agreement dated June 30, 2002, by and
among registrant, Imagineering Systems, Inc., Ron Mach
and Alicia Mach and Bill Williams.
    
    **2.4
    
    Closing Agreement for Stock Purchase dated July 1, 2003
by and among the registrant, Imagineering Systems, Inc.,
Ron Mach and Alicia Mach and Bill Williams, incorporated
by reference from the registrants Quarterly Report on
Form 10-QSB filed August 19, 2003.
    
    3.1
    
    Articles of Incorporation, as filed with the Nevada
Secretary of State on April 28, 1998, incorporated by
reference from the registrants registration statement
on Form 10-SB12G/A filed June 19, 2000.
    
    3.2
    
    Certificate of Amendment to Articles of Incorporation,
as filed with the Nevada Secretary of State on June 7,
2000, incorporated by reference from the registrants
Annual Report on Form 10-KSB filed April 12, 2001.
    
    3.3
    
    Certificate of Amendment to Articles of Incorporation,
as filed with the Nevada Secretary of State on December
8, 2005.
    
    **3.4
    
    Bylaws, incorporated by reference from the registrants
registration statement on Form 10-SB12G/A filed June 19,
2000.
    
    3.5
    
    Amended Bylaws dated as of July 23,
2001.
    
    **10.1
    
    Stock Option Plan (2000) of Las
Vegas Gaming, Inc.
    
    

10.2
    
    Consulting Agreement dated March 31, 2005 by and between
registrant and Michael Shillan/Shillan Co., LLC.
    
    **10.3
    
    Gamblers Bonus Sweepstakes Agreement dated March 31,
2005 between registrant and United Coin Machine Company.
    
    **10.4
    
    Securities Purchase Agreement dated March 31, 2006
between registrant and CAMOFI Master LDC, incorporated
by reference from the registrants Current Report on
Form 8-K filed April 7, 2006.
    
    10.5
    
    Senior Secured Convertible Note dated March 31, 2006 in
favor of CAMOFI Master LDC.
    
    **10.6
    
    Registration Rights Agreement dated March 31, 2006
between registrant and CAMOFI Master LDC.
    
    **10.7
    
    Warrant Agreement dated March 31, 2006 between
registrant and CAMOFI Master LDC.
    
    **




---



##### Table of Contents



Exhibit
    
    Document Description
    
    Page10.8
    
    Security Agreement dated March 31, 2006 between
registrant and CAMOFI Master LDC.
    
    **10.9
    
    Subsidiary Guarantee dated March 31, 2006 between
registrant and CAMOFI Master LDC.
    
    **10.10
    
    Consulting Agreement dated April 1, 2006 between
registrant and JMC Investments, L.L.C.
    
    **10.11
    
    Waiver and Release Agreement dated February 1, 2006
between registrant and AdLine Network, LLC.,
incorporated by reference from the registrants Annual
Report on Form 10-KSB filed April 17, 2006.
    
    10.12
    
    Assignment Agreement dated July 7, 2006 between
registrant and AdLine Network, LLC.
    
    **10.13
    
    License Agreement dated July 8, 2005 between registrant
and Leroys Sports and Horse Place.
    
    **10.14
    
    License Agreement dated July 11, 2005 between registrant
and Leroys Sports and Horse Place.
    
    **10.15
    
    Memorandum of Understanding for the Use of PortalVision
for Account Wagering between registrant and Computerized
Bookmaking Systems, Inc.
    
    **10.16
    
    Form of Employment Offer.
    
    **14.1
    
    Code of Business Conduct and Ethics, incorporated by
reference from the registrants Annual Report on Form
10-KSB filed April 15, 2005.
    
    21.1
    
    List of Subsidiaries of Registrant.
    
    **31.1
    
    Certification of Chief Executive Officer pursuant to
Securities Exchange Act Rule 13a-14(a)/15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
    
    31.2
    
    Certification of Chief Financial Officer pursuant to
Securities Exchange Act Rule 13a-14(a)/15d-14(a), as
adopted pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002.
    
    32.1
    
    Certification of Chief Executive Officer and Chief
Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002.
    
    
 
 **
    
    Filed herewith.