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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                   FORM 10KSB

[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT  OF  1934
        For  the  fiscal  year  ended  December  31,  2001
                                    -------------------

[   ]   TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
        SECURITIES  EXCHANGE  ACT  OF  1934
        For  the  transition  period  from  _________  to  ____________

        Commission  File  No.  0-30375
                               -------

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

     NEVADA                               88-0392994
----------------                          ----------
(State  or  other  jurisdiction  of       (I.R.S.  Employer
incorporation  or  organization)          Identification  Number)

3120  S.  Rainbow  Blvd.,  Suite  204
Las  Vegas,  Nevada                       89146
-------------------                       -----
(Address of principal executive offices)  (Zip Code)

Registrant's  telephone  number,
 including  area  code:                   (702)  733-9703
                                          ---------------

Securities  registered  pursuant  to  Section  12(b)  of  the  Act:  NONE

Securities  registered  pursuant to Section 12 (g) of the Act: 25,000,000 shares
of  common  stock

Check  whether  the  issuer  (l)  has  filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act 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.
[ X ] Yes [  ]  No

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [   ]

Revenues  for  2001  were  $121,602.

The  aggregate  market value of the voting stock held by non-affiliates computed
by  reference  to  the last reported sale price of such stock as of December 31,
2001  is  $20,993,590.

The number of shares of the issuer's Common Stock outstanding as of December 31,
2001  is  5,789,268.

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

                                                                             1

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                                     PART I
                                     ------

ITEM  1.     DESCRIPTION  OF  BUSINESS

Las  Vegas  Gaming,  Inc.  (the  "Company"  or  "LVGI")  is  in  the business of
developing,  marketing  and  distributing  casino  games  and  related supplies.
Currently,  LVGI  owns the rights to a number of games, including, among others,
"Nevada  Numbers",  "Vegas  Numbers(TM)",  "Nevada  Bingo",  "Nevada  Combo" and
"4-Play  Amore".  In  addition,  LVGI  has  purchased the assets of Back to Back
Gaming,  Inc.  ("B2B"),  which  included  the  rights  to  "B2B  Roulette".

LVGI  currently intends to focus its efforts on the development and operation of
its  keno  (Nevada  Numbers  and  a  linked, progressive 10-spot game) and bingo
(Nevada  Bingo)  games in Nevada, Nebraska (Nebraska Numbers and Nebraska Bingo)
and  Native  American  Casinos  (American  Numbers  and  American  Bingo).

In  order to be able to share in any revenues generated in Nevada-based casinos,
a  person or entity must be licensed by the state of Nevada.  Such a license was
awarded to LVGI on March 22, 2001.  It is subject to renewal two years from this
date.  Additional  licenses  have been received from Oregon, Nebraska, New York,
New  Mexico  and  Arizona.

Corporate  Organization  and  History

LVGI  was  incorporated pursuant to the laws of the State of Nevada on April 28,
1998.

LVGI  has  one  subsidiary.

Principal  Services  and  Products

1.  Nevada  Numbers(TM)

Nevada  Numbers(TM)  is  a  variation of keno.   Classic Keno is a game in which
bets  are  made  and  recorded  on  a  keno ticket.  This ticket contains eighty
numbered squares that correspond exactly to the 80 numbered balls in a selection
hopper.  A  player  marks  a  ticket  to  play  between  three and ten different
numbers.  The  keno  operator  then  draws twenty out of the eighty numbers, and
displays  the results throughout the casino.    The more numbers that match, the
more  money  the  player wins.  Payout awards vary from casino to casino and are
affected  by  the  amount  wagered.

Nevada  Numbers(TM)  differs from the classic form of keno in that fewer numbers
(five,  rather  than twenty) are drawn.  In addition, as LVGI plays the game, it
is  "linked"  and  "progressive".  Linking  is  the  process  of  tying together
otherwise  separate  games held at different unassociated casinos (locations not
under  common ownership) into one.  In other words, players at several different
locations  all  choose numbers that are matched to the same five-number draw.  A
game  is  "progressive"  when the jackpot grows each time a ticket is purchased.
After  a  progressive jackpot is won, the winning player may be paid the jackpot
in  the form of an annuity for twenty years or more, or a present-value lump sum
amount.  The  jackpot  resets to a base amount from which it will increase until
it  is  won  again.  The  process  of  linking  games and creating a progressive
jackpot  provides  an  enticement to players because of the potential for larger
winnings.
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2.  Vegas  Numbers(TM)

Vegas  Numbers(TM)  (formerly  known as BonusKeno and Quick Pic Keno) is another
variation  of keno.  The key difference in this game is that the winning numbers
(20  of  them  out of 80) have all been pre-picked before the game is played and
the  player  receives  a  pre-marked ("swiped") card.  The player can buy a card
with  4,  5, 6, 8 or 10 numbers already swiped.  All cards are sealed so that no
one will know the numbers on the cards until they are opened.  Once a player has
unsealed  the  card, he can compare his ticket to the pre-picked winning numbers
to  determine  if  he  is  a  winner.

For security purposes, the cards used in the Vegas Numbers(TM) game are prepared
using  a  process  called  "micro-printing", which is an encrypted bar code.   A
random  swipe  generator  produces  the  card.  Neither the manufacturer nor the
casino  knows  what  swipes  are on the inside of any one card.  These cards are
then  sold  and verified using a point-of-sale system.  The reverse side of each
ticket  bears  the  payout  for  that  particular  game.

Classic  Keno requires players to wait for a game to close and new numbers to be
drawn  before  they  can  play  again.  Vegas  Numbers(TM)  gives  players  the
opportunity  to purchase a ticket, open it and then play again if he so desires.
Winning  cards  can  then  be  immediately  redeemed.  The  faster  turnaround
encourages  players  to  play  more.

LVGI  is  focusing  on  foreign  countries  in marketing this game.  The game is
currently  not  being played anywhere.  Efforts are being made to start the game
in  Peru,  Venezuela,  Australia,  Costa  Rica  and  Panama.

3.  Match  Pair  Bingo  and  Poker

On  May  17, 2000, LVGI purchased a table game called Match Pair Bingo.  In this
game,  the  Casino draws two balls from a population of 10 balls that are placed
in a clear plastic blower, two each marked with the letters: "B", "I", "N", "G",
and  "O".  Each  player  antes a fixed amount to play (the house takes the ante)
and  then  makes three separate bets on three potential outcomes, i.e., (1) what
the  first  ball will be; (2) what the second ball will be; and (3) in the event
the  two balls drawn match, what that match will be.  The player who chooses the
right  outcome  on  each separate bet keeps his bet on that outcome and wins the
bets  placed  by  the  other players.  If no player wins on an outcome, all bets
made on that particular outcome are placed into a progressively building jackpot
that  is  paid  to  the  first  player  who correctly bets on a "Match Pair."  A
variation on this game is Match Pair Poker, played in a similar fashion but with
symbols  of  cards  instead  of  letters  on  the  balls.

LVGI  has  entered  into  an agreement with GameTech International to market and
place  the game for 50% of the royalties, typically $20 - $30 per table per day.
The  game is currently on trial in several Native American casinos.  To date, no
revenue  has  been  earned  in  this  joint  venture.

Software  Development

The  software for the keno games described herein (except for Vegas Numbers(TM))
has  been,  or is being, developed for the Company by Imagineering Systems, Inc.
(ISI).  LVGI  has  agreed  to  pay  ISI  a  fixed amount of $.04 (within certain
limits) per game ticket sold in exchange for developing a game's software.  LVGI
owns  the  proprietary  rights  to  the  software  developed  by  ISI and ISI is
precluded  from  developing, or participating in the development of, any similar
game  that  would  be  offered  to

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the  public.  ISI's role is essentially a work-for-hire arrangement to write the
software  and  upgrade  the  games  as  desired  by  LVGI. At the request of the
Company, ISI's engineers are currently working on a feature rich, much improved,
Windows version of its classic keno game. The Company is reimbursing ISI for the
expenses  incurred  in  developing  the  new  system.

Manufacture,  Installation,  Training  and  Maintenance  of  Games

All  games  owned  by  LVGI  are  manufactured  by  outside  companies.

The  responsibility  for installing and maintaining games depends on the type of
game and the individual arrangement reached with the participating casino.  LVGI
arranges,  through  ISI,  for  the  initial  training of casino personnel on the
various  games.

Casinos  can  have Nevada Numbers(TM) installed on their existing keno equipment
if  they  are  currently  an  ISI Keno System.  ImagePlus currently accounts for
roughly  65%  of  the  keno  installations  in  Nevada.

Government  Regulation

1.  Potential  Legal,  Regulatory  and/or  Compliance Risk.  LVGI is required to
obtain  (and  maintain)  licenses  and product approvals in all jurisdictions in
which  it  distributes  its gaming products.  The licensing and approval process
will  generally  involve  extensive investigations into: (1) the gaming products
produced,  (2)  LVGI  itself,  and (3) LVGI's officers, directors, and principal
shareholders,  and  can  require significant expenditures of time and resources.
In  addition,  gaming regulatory authorities have broad discretionary powers and
may  deny  applications  or  revoke approvals on any basis they deem reasonable.
There  is  no guarantee that LVGI, its products or its personnel will receive or
be  able  to  maintain  all  required  approvals.

LVGI  has  received  a  limited  license  to  operate  and distribute its Nevada
Numbers(TM) game in Nevada.  LVGI's license expires two years from its inception
and  is  subject to renewal at that time.  LVGI has received a temporary license
to  distribute  its Nebraska Numbers(TM) (a variation of Nevada Numbers) game in
Nebraska.  LVGI's  Nebraska license expires in six months from its inception and
is  subject  to  renewal  at that time.  LVGI also has received various types of
licenses  in  Oregon,  New  Mexico, Arizona and New York.  These licenses do not
have  specific  expiration  dates.

Potential  shareholders  should  note  that  any  beneficial holder of an equity
interest  in  LVGI  might be subject to investigation by any gaming authority in
any  or  all jurisdictions in which LVGI does business, if such authorities have
reason  to  believe  that  such  ownership  may be inconsistent with the state's
gaming  policies.  Persons  who  acquire  beneficial  ownership  of  more than a
certain  designated percentage of LVGI's common shares may be subject to certain
reporting and qualification procedures.  In addition, changes in control of LVGI
and  certain  other  corporate  transactions  may not be effectuated without the
prior  approval  of  the gaming authorities in those jurisdictions in which LVGI
does  or anticipates doing business.  Such regulatory provisions could adversely
affect  the  marketability,  if  any  develops,  of  the common shares and could
prevent  certain  corporate  transactions,  including  mergers or other business
combinations.

2.  Gaming  Regulations  and  Licensing  -  Overview.  LVGI and its products are
subject  to  strict  governmental regulations in most jurisdictions in which its
products  are sold or are used by persons or

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entities  licensed  to  conduct  gaming activities. Such gaming regulations vary
from  jurisdiction  to  jurisdiction  and  the  classification  and level of the
regulatory  licensing,  approvals  and compliance to which LVGI and its products
must  conform  also  vary  by  jurisdiction.

In  the  event  gaming  authorities  determine  that  an  officer, director, key
employee,  stockholder  or  other  person of LVGI is unsuitable to act in such a
capacity,  LVGI  will be required to terminate its relationship with such person
or lose its operating rights and privileges in that jurisdiction.  This may have
a material adverse effect on LVGI.  Such a finding of unsuitability could have a
material  adverse  effect  on LVGI's future. There can be no assurance that LVGI
will  obtain  all  the  necessary  licenses  and approvals or that its officers,
directors,  key  employees, their affiliates and certain other stockholders will
satisfy  the suitability requirements in each jurisdiction in which its products
are  sold or used by persons licensed to conduct gaming activities.  The failure
to  obtain  such  licenses  and  approvals in one jurisdiction may affect LVGI's
licensure  and/or  approvals in other jurisdictions.  In addition, a significant
delay  in  obtaining  such  licenses and approvals could have a material adverse
effect  on  the  business  prospects  of  LVGI.

LVGI's  products are generally classified as "associated equipment."  Associated
equipment  is  equipment  that is not classified as a "gaming device," but which
has  such  an  integral  relationship  to  the  conduct  of licensed gaming that
regulatory  authorities  have discretion to require suppliers of such systems to
meet  licensing  suitability requirements prior to or concurrent with the use of
such equipment in the respective jurisdiction.  Regulatory authorities generally
must  approve  associated  equipment  in  advance.

LVGI  intends  to  seek  the  necessary  registrations,  licenses, approvals and
findings  of  suitability  for  LVGI,  its  products  and its personnel in those
jurisdictions  throughout  the  world  where  it  anticipates making significant
sales.  However,  there  can  be no assurance that such registrations, licenses,
approvals  or  findings  of suitability will be obtained or will not be revoked,
suspended  or  conditioned,  or  that  LVGI will be able to obtain the necessary
approvals  for  its future products as they are developed in a timely manner, or
at  all.  If  a  registration,  license,  approval  or finding of suitability is
required  by  a  regulatory authority and LVGI fails to seek or does not receive
the  necessary  registration,  license, approval or finding of suitability, LVGI
may  be  prohibited  from  selling  its  products  for  use  in  the  respective
jurisdiction  or  may  be  required  to sell its products through other licensed
entities  at  a  reduced  profit  to  LVGI.

3.  Regulation  and  licensing - Nevada.   The manufacturing and distributing of
gaming  devices  and  the operation of inter-casino linked systems in Nevada are
subject  to:  (i)  the Nevada Gaming Control Act and the regulations promulgated
thereunder  (collectively, "Nevada Act"); and (ii) various local regulations and
ordinances.  The  Company's  manufacturing,  distributing  and gaming operations
(collectively,  "Gaming Operations") are subject to the licensing and regulatory
control  of the Nevada Gaming Commission ("Nevada Commission"), the Nevada State
Gaming  Control  Board  ("Nevada  Board")  and various county and city licensing
agencies.  The  Nevada  Commission,  the Nevada Board and the various county and
city  licensing  agencies  are  collectively  referred  to as the "Nevada Gaming
Authorities."

The  laws,  regulations  and  supervisory  procedures  of  the  Nevada  Gaming
Authorities  are  based  upon  declarations of public policy which are concerned
with,  among  other things: (i) the prevention of unsavory or unsuitable persons
from  having  a direct or indirect involvement with gaming at any time or in any
capacity;  (ii)  the  establishment  and  maintenance  of responsible accounting
practices

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and  procedures;  (iii) the maintenance of effective controls over the financial
practices  of  licensees,  including the establishment of minimum procedures for
internal  fiscal  affairs and the safeguarding of assets and revenues, providing
reliable  record  keeping  and requiring the filing of periodic reports with the
Nevada  Gaming  Authorities;  (iv)  the  prevention  of  cheating and fraudulent
practices;  and  (v)  to  provide  a  source of state and local revenues through
taxation  and  licensing  fees.  Change in such laws, regulations and procedures
could  have  an  adverse  effect  on  the  Company's  Gaming  Operations.

The  Company  is  registered  by  the  Nevada  Commission  as  a publicly traded
corporation  ("Registered Corporation") and as such, it is required periodically
to  submit detailed financial and operating reports to the Nevada Commission and
furnish  any  other  information  that  the  Nevada Commission may require.  The
Company  is  also  licensed  by  the  Nevada  Commission  as  a manufacturer and
distributor  of  gaming  devices,  and  as an operator of an inter-casino linked
system  ("OILS").  The  Company  has  obtained  from  the  Nevada Commission the
various  registrations,  approvals, permits and licenses (individually a "Gaming
License  and  collectively,  "Gaming  Licenses")  required in order to engage in
Gaming  Operations in Nevada.  The Company's Gaming Licenses are limited and are
due  to  expire at midnight of the day of the Nevada Commission meeting in March
2003.  The  Company  must  apply  for  and receive new Gaming Licenses to become
effective  after  such  date  in  March  2003  in  order  to continue its Gaming
Operations in Nevada.  The Company intends to apply for such new Gaming Licenses
but there can be no assurances that such Gaming Licenses will be granted or that
if  granted,  they  will  be  granted  on  a timely basis.  The Company's Gaming
Licenses  are  also conditioned to allow the Chairman of the Nevada Board or his
designee  to  order  the Company to cease any gaming activities if he determines
that the minimum bankroll requirements set forth in the Nevada Act are not being
met.

All  gaming devices and cashless wagering systems that are manufactured, sold or
distributed  for  use  or play in Nevada, or for distribution outside of Nevada,
must  be  manufactured  by  licensed  manufacturers  and  distributed or sold by
licensed  distributors.  The  Nevada  Gaming  Commission must approve all gaming
devices  manufactured  for use or play in Nevada before distribution or exposure
for  play.  The approval process for gaming devices includes rigorous testing by
the  Nevada  Board,  a  field trial and a determination as to whether the gaming
device meets strict technical standards that are set forth in the regulations of
the  Nevada  Commission.  The  Chairman  of  the  Nevada  Gaming  Board  must
administratively  approve  associated equipment before it is distributed for use
in  Nevada.  Inter-casino  linked  systems ("ICLS") must also be approved by the
Nevada  Commission.  The  approval process for an ICLS includes rigorous testing
by  the  Nevada  Board, a field trial and a determination as to whether the ICLS
meets  standards that are set forth in the regulations of the Nevada Commission.
On  November  19,  2001,  the  Company received the final approval of the Nevada
Commission  for its Nevada Numbers ICLS.  There can be no assurances that future
games  will  be  approved  by  the  Nevada  Commission.

The  Nevada  Act requires any person, including an OILS such as the Company, who
is  authorized to receive a share of the revenue from any slot machine or gaming
device  operated  on  the  premises of a licensee, to remit and be liable to the
licensee  for that person's proportionate share of the license fees and tax paid
by  the  licensee.  The gross revenue fees for nonrestricted locations are 6.25%
of  gross revenues (the difference between amounts wagered by casino patrons and
payments  made  to  casino patrons).  Significant increases in the fixed fees or
taxes  currently  levied  per  machine  or  the  fees  currently levied on gross
revenues  could  have  a  material  adverse  effect  on  the  Company.

The  Nevada  Gaming Authorities may investigate an individual who has a material
relationship to, or material involvement with, the Company in order to determine
whether  such  individual  is  suitable  or

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should  be  licensed  as  a  business  associate of a gaming licensee. Officers,
directors  and  certain key employees of the Company must file applications with
the  Nevada  Gaming  Authorities  and  may  be  required to be licensed or found
suitable by the Nevada Gaming Authorities. Officers, directors and key employees
of  the  Company  who are actively and directly involved in gaming activities of
the  Company  may  be  required  to  be licensed or found suitable by the Nevada
Gaming  Authorities.  The  Nevada Gaming Authorities may deny an application for
licensing  for  any cause that they deem reasonable. A finding of suitability is
comparable  to  licensing,  and both require submission of detailed personal and
financial  information  followed  by a thorough investigation. The applicant for
licensing  or  a  finding  of   suitability  must  pay  all  the  costs  of  the
investigation.  Changes  in  licensed  positions  must be reported to the Nevada
Gaming Authorities and in addition to their authority to deny an application for
a  finding  of  suitability  or  licensure,  the  Nevada Gaming Authorities have
jurisdiction  to  disapprove  a  change  in  a  corporate  position.

If  the  Nevada  Gaming  Authorities  were  to  find an officer, director or key
employee  unsuitable  for  licensing  or  unsuitable  to  continue  having  a
relationship with the Company, the Company would have to sever all relationships
with such person.  In addition, the Nevada Commission may require the Company to
terminate  the  employment  of  any  person  who  refuses  to  file  appropriate
applications.  Determinations  of  suitability  or  of  questions  pertaining to
licensing  are  not  subject  to  judicial  review  in  Nevada.

The  Company  is  required to submit detailed financial and operating reports to
the  Nevada  Commission.  Substantially  all  material  loans,  leases, sales of
securities  and  similar  financing transactions by the Company must be reported
to,  or  approved  by,  the  Nevada  Commission.

If  it  were  determined  that  the  Nevada Act was violated by the Company, the
Gaming  Licenses  it  holds could be limited, conditioned, suspended or revoked,
subject  to  compliance  with  certain  statutory and regulatory procedures.  In
addition,  the  Company and the persons involved could be subject to substantial
fines  for  each  separate  violation of the Nevada Act at the discretion of the
Nevada Commission.  Limitation, conditioning or suspension of any Gaming License
could  (and  revocation of any Gaming License would) materially adversely affect
the  Company's  Gaming  Operations.

Any  beneficial  holder  of  the  Company's voting securities, regardless of the
number of shares owned, may be required to file an application, be investigated,
and  have  his  suitability  as  a  beneficial  holder  of  the Company's voting
securities  determined  if the Nevada Commission has reason to believe that such
ownership  would  otherwise  be  inconsistent  with the declared policies of the
state  of Nevada.  The applicant must pay all costs of investigation incurred by
the  Nevada  Gaming  Authorities  in  conducting  any  such  investigation.

The  Nevada  Act  requires  any person who acquires beneficial ownership of more
than  5%  of  the  Company's  voting securities to report the acquisition to the
Nevada  Commission.  The Nevada Act requires that beneficial owners of more than
10%  of  the  Company's  voting  securities apply to the Nevada Commission for a
finding of suitability within thirty days after the Chairman of the Nevada Board
mails the written notice requiring such filing.  Under certain circumstances, an
institutional  investor,  as defined in the Nevada Act, which acquires more than
10%,  but not more than 15%, of the Company's voting securities may apply to the
Nevada  Commission  for  a  waiver  of  such  finding  of  suitability  if  such
institutional investor holds the voting securities for investment purposes only.
An  institutional  investor  shall  not  be deemed to hold voting securities for
investment  purposes  unless the voting securities were acquired and are held in
the  ordinary  course  of  business as an institutional

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investor  and  not  for  the  purpose  of  causing,  directly or indirectly, the
election  of a majority of the members of the board of directors of the Company,
any  change  in the Company's corporate charter, bylaws, management, policies or
operations  of the Company, or any of its gaming affiliates, or any other action
which  the Nevada commission finds to be inconsistent with holding the Company's
voting  securities for investment purposes only. Activities which are not deemed
to  be  inconsistent with holding voting securities for investment purposes only
include:  (i)  voting  on  all  matters  voted  on  by stockholders; (ii) making
financial  and  other  inquiries  of  management  of  the  type normally made by
securities  analysts for informational purposes and not to cause a change in its
management,  policies  or  operations;  and  (iii)  such other activities as the
Nevada Commission may determine to be consistent with such investment intent. If
the  beneficial  holder  of  voting  securities  who must be found suitable in a
corporation,  partnership  or  trust,  it  must  submit  detailed  business  and
financial  information  including  a list of beneficial owners. The applicant is
required  to  pay  all  costs  of  investigation.

Any  person  who  fails  or  refuses  to apply for a finding of suitability or a
license within thirty days after being ordered to do so by the Nevada Commission
or  the  Chairman  of  the  Nevada  Board,  may  be  found unsuitable.  The same
restrictions  apply  to a record owner if the record owner, after request, fails
to  identify  the  beneficial  owner.  Any  stockholder found unsuitable and who
holds, directly or indirectly, any beneficial ownership of the common stock of a
Registered  Corporation  beyond  such period of time as may be prescribed by the
Nevada  Commission  may be guilty of a criminal offense.  The Company is subject
to  disciplinary action if, after it receives notice that a person is unsuitable
to  be  a stockholder or to have any other relationship with the Company, it (i)
pays that person any dividend or interest upon voting securities of the Company,
(ii)  allows  that  person to exercise, directly or indirectly, any voting right
conferred through securities held by that person, (iii) pays remuneration in any
form  to that person for services rendered or otherwise, or (iv) fails to pursue
all  lawful  efforts  to require such unsuitable person to relinquish his voting
securities,  including,  if  necessary,  the  immediate  purchase  of the voting
securities  for  cash  at  fair  market  value.

The  Nevada Commission may, in its discretion, investigate a holder of any  debt
security and require the holder of any debt security of a Registered Corporation
to file an application. If  the  Nevada   Commission determines that a person is
unsuitable to own such security, then pursuant to the Nevada act, the Registered
Corporation  can  be sanctioned, including the loss of its approvals, if without
the  prior  approval  of  the  Nevada Commission, it: (i) pays to the unsuitable
person  any  dividend, interest, or any distribution whatsoever; (ii) recognizes
any  voting  right by such unsuitable person in connection with such securities;
(iii)  pays  the  unsuitable  person remuneration in any form; or (iv) makes any
payment  to  the  unsuitable person by way of principal, redemption, conversion,
exchange,  liquidation,  or  similar  transaction.

The Company is required to maintain a current stock ledger in Nevada that may be
examined  by  the  Nevada Gaming Authorities at any time.  If any securities are
held  in trust by an agent or by a nominee, the record holder may be required to
disclose  the identity of the beneficial owner to the Nevada Gaming Authorities.
A  failure  to make such disclosure may be grounds for finding the record holder
unsuitable.  The  Company  is  also  required  to  render  maximum assistance in
determining the identity of the beneficial owner.  The Nevada Commission has the
power  to  require  the Company's stock certificates to bear a legend indicating
that the securities are subject to the Nevada Act.  However, to date, the Nevada
Commission  has  not  imposed  such  a  requirement  on  the  Company.

The  Company  may not make a public offering of its securities without the prior
approval  of  the Nevada Commission if the securities or the proceeds there from
are  intended  to  be sued to construct, acquire or

                                                                             8
<PAGE>

finance gaming facilities in Nevada, or to retire or extend obligations incurred
for  such  purposes.  Such  approval,  if  given, does not constitute a finding,
recommendation  or  approval  by the Nevada Commission or the Nevada Board as to
the  accuracy  or  adequacy  of  the  prospectus or the investment merits of the
securities  offered.  Any  representation  to  the  contrary  is  unlawful.

Changes  in control of the Company through merger, consolidation, stock or asset
acquisitions,  management  or  consulting agreements, or any act or conduct by a
person  whereby  he obtains control, may not occur without the prior approval of
the  Nevada  Commission.  Entities  seeking  to  acquire control of a Registered
Corporation  must satisfy the Nevada Board and Nevada Commission in a variety of
stringent  standards  prior  to assuming control of such Registered Corporation.
The  Nevada  Commission  may  also  require  controlling  stockholders,  offers,
directors  and  other persons having a material relationship or involvement with
the entity proposing to acquire control, to be investigated and licensed as part
of  the  approval  process  relating  to  the  transaction.

The  Nevada legislature has declared that some corporate acquisitions opposed by
management,  repurchases  of  voting  securities  and  corporate defense tactics
affecting  Nevada  gaming  licensees,  and  Registered  Corporation  that  are
affiliated  with  those  operations,  may  be injurious to stable and productive
corporate  gaming.  The Nevada Commission has established a regulatory scheme to
ameliorate  the  potentially  adverse  effects  of these business practices upon
Nevada's  gaming  industry  and  to  further  Nevada's policy to: (i) assure the
financial  stability  of  corporate  gaming operators and their affiliates; (ii)
preserve  the  beneficial  aspects of conducting business in the corporate form;
and  (iii)  promote  a  neutral  environmental  for  the  orderly  governance of
corporate  affairs.  Approvals  are, in certain circumstances, required from the
Nevada  Commission before the Company can make exceptional repurchases of voting
securities  above  the  current  market  price  thereof  and  before a corporate
acquisition  opposed  by  management  can  be  consummated.  The Nevada Act also
requires  prior approval of a plan of recapitalization proposed by the Company's
Board of Directors in response to a tender offer made directly to the Registered
Corporation's  stockholders  for  the  purposes  of  acquiring of the Registered
Corporation.

License fees and taxes, computed in various ways depending on the type of gaming
or activity involved, are payable to the State of Nevada and to the counties and
cities  in  which  the  Nevada  licensee's  respective operations are conducted.
Depending  upon  the  particular  fee  or tax involved, these fees and taxes are
payable  monthly,  quarterly  or  annually  and  are  based  upon  either: (i) a
percentage  of  the  gross  revenues received; (ii) the number of gaming devices
operated;  or  (iii) the number of table games operated.  A casino entertainment
tax  is  also  paid  by  casino  operations  where entertainment is furnished in
connection  with  the  selling  of  food,  refreshments  or merchandise.  Nevada
licensees  that  hold  a  license  as  an  operator  of  a  slot  route,  or  a
manufacturer's  or distributor's license, also pay certain fees and taxes to the
State  of  Nevada.

Any  person who is licensed, required to be licensed, registered, required to be
registered,  or  is  under  common  control  with  such  persons  (collectively,
"Licensees"), and who proposes to become involved in a gaming venture outside of
Nevada  is required to deposit with the Nevada Board, and thereafter maintain, a
revolving  fund in the amount of $10,000 to pay the expenses of investigation of
the  Nevada  Board of their participation in such foreign gaming.  The revolving
fund  is  subject  to  increase  or  decrease  in  the  discretion of the Nevada
Commission.  Thereafter, Licensees are required to comply with certain reporting
requirements  imposed  by  the  Nevada  Act.  Licensees  are  also  subject  to
disciplinary  action  by the Nevada Commission if it knowingly violates any laws
of the foreign jurisdiction pertaining to the foreign gaming operation, fails to
conduct the foreign gaming operation in

                                                                             9
<PAGE>


accordance with the standards of honesty and integrity required of Nevada gaming
operations,  engages in activities or associations that are harmful to the State
of Nevada or its ability to collect gaming taxes and fees, or employs, contracts
or  associates  with  a  person  in  the foreign operation who has been denied a
license  or  finding  of  suitability in Nevada on the grounds of unsuitability.

Marketing

LVGI  licenses  its  games  directly to casinos.  Initial contact is made either
from mailing of marketing materials, referrals or direct solicitation by Company
employees  and  marketing  agents.  The  Company  has  marketed,  and intends to
continue  to  market, its games via various types of media including billboards,
newspapers,  magazines,  radio  and  television.  Advertising  within  a  casino
property  may include plasma screens, table tents, flyers, slot toppers and show
cards  to  stimulate  curiosity  and  game  play.

Business  Development  Strategy  and  Plan  of  Operations

The  primary objective for LVGI in 2002 will be to bring our operating cash flow
to  a  positive position.  In order to achieve this, we are concentrating on the
successful  rollout  of  Nevada  Numbers (NN).  Over the past year, we have been
successful  in  getting  the  game  into  casinos, with the game currently being
offered  in 20 casinos and another 7 under contract.  We believe we are on track
to  have  NN being played in 50 casinos by the end of the third quarter of 2002.
However,  in order for NN to be the success we envisioned it to be, we must find
a  way  to  get  the ticket sales up to 500 tickets per day per casino.  We have
increased  our  advertising  expenditures  considerably  and  are targeting them
somewhat  differently  then  earlier  in  the  rollout of the game.  We are also
planning  to  launch some new games over the same communications network.  These
games  will  have some synergies with NN, thus we expect the new games to add to
our  revenues,  as  well as to enhance the play of NN.  One of the games, Nevada
Bingo  (NB), is expected to be ready for launch this summer.  Another bingo game
and  two  more  keno  games  should  be  ready  for introduction this fall.  The
combination  of  all  this, should move us toward profits and leverage our brand
names and communication network very effectively.  An additional benefit is that
the barriers to entry for others into our type of linked Nevada-wide progressive
games  will  have  increased  dramatically.

An  additional  goal  for 2002 will be to expand the NN family of games to other
states  (e.g.,  Nebraska  and Mississippi), as well as, Native American casinos.
While  it  is  doubtful  that  meaningful  revenue  will be generated from these
sources  in  2002,  it  is  possible  that we will be positioned to go into 2003
generating  significant  revenues  from  these  non-Nevada  sources.

Another  area  of  focus  will  be  opportunities  outside  the U.S.   Internet,
keno/bingo  club  and  Vegas  Numbers  opportunities  are  the  most  likely
possibilities  for  us here.  Peru, Venezuela, Montenegro, Ghana, Panama, Brazil
and  Poland are all possibilities we are investigating currently.  In each case,
however,  local  partners must be found and deals negotiated.  Again, meaningful
revenue  is unlikely from this area in 2002, but a solid foundation should be in
place  going  into  2003.

LVGI intends, during 2002, to acquire Imagineering Systems, Inc., a manufacturer
of Keno equipment.  Details of the acquisition and approvals from various gaming
jurisdictions  are  still  being worked out.  There can be no guarantee that the
acquisition  will take place, or if it does under what terms and conditions.  If
there  is  an  acquisition,  then  LVGI  will  be  in the additional business of
manufacturing  and  distributing  keno  equipment.

                                                                             10
<PAGE>



Linking  and  Satelliting  of  Games

A fundamental trait of all progressive games is that they are connected to other
machines  such  that a portion of every bet made at each linked game is funneled
electronically  into the progressive jackpot.  LVGI can connect its games in one
of  two  ways:  linking  or  satelliting.

"Linking"  refers  to  the process of connecting games at different locations so
that players are playing the same game and vying for the same jackpot.  Machines
may  be  located  at  unrelated  properties (i.e., gaming properties without any
financial,  management,  or  other  ties  to  each other) or at associated ones.
Numbers  may  be  chosen  from any approved location.  The results of the number
draw  are  transmitted  electronically to all linked properties, immediately and
simultaneously.

LVGI  owns  technology  created  by  ISI  to  link and progress its games and is
licensed  by  the  Nevada Gaming Control Commission to link its games within the
state.

"Satelliting"  refers  to  the  process  by  which  a  game  is  connected among
associated  properties  (i.e., properties under the same ownership or management
group).  For  example,  "satellite  keno"  is one game, run by a master computer
with  several ticket outlets in other locations connected by telephone lines.  A
master  computer,  "ball  draw" equipment and printers are installed at the host
casino.  The  master  computer  runs  the  game.   The  results  of the game are
communicated  through  the  dedicated telephone lines to the satellite computers
located  at  the  associated  properties.  Each  casino  is  responsible for the
results  of  the  tickets  it sells.  LVGI (through ISI) currently possesses the
means to satellite its progressive jackpot games at associated properties.  This
technology  enables  related  casinos  to  realize  some  cost  savings  through
conducting  a  centralized  ball  draw.

Competition

Competition  among  gaming  equipment  suppliers  and  among individual games is
strong  and  presents  a  significant  barrier to entry as well as growth.  LVGI
faces  competition from several progressive slot and table games, including Mega
Bucks,  Quarter  Mania, Nevada Nickels, and Caribbean Stud, all of which provide
the  growing  jackpot  excitement  targeted  by  LVGI's  progressive keno games.

In  recent  years, the market has not been dominated by any single entity.  Some
of  LVGI's existing competitors, as well as many potential new competitors, have
significantly greater financial and technical resources.  Moreover, because LVGI
is  a  relatively  new  enterprise, it may be more sensitive than an established
business  to  the  impact  of  competition.  In  addition,  it  is possible that
existing  or  new  competitors could develop games that prove more attractive to
casino  operators  and  the  gaming  public.  This might have a material adverse
effect  on  the  future  success  of  LVGI.

Any  one  or  a  combination  of the events or other setbacks to LVGI's business
could  cause  LVGI to fail and an investor to lose his or her entire investment.
There  can  be  no  assurance  that  LVGI will be a successful competitor in the
gaming  industry.

Agreement  with  Park  Place  Entertainment  Corporation  and  Other  Operators

LVGI  entered  into  a  5-year license agreement on February 22, 2001, with Park
Place  Entertainment  Corporation ("Park Place"), renewable in 5-year increments
by  mutual  agreement  at  least  90  days  prior

                                                                             11
<PAGE>

to expiration. LVGI granted a non-exclusive license to Park Place for its 5-spot
Nevada Numbers(TM) game. Park Place is allowed to operate the game in its Nevada
casinos  and  broadcast the results on its web site. The license also applies to
New Jersey, Mississippi, Louisiana, and Indiana, subject to regulatory approval;
the license agreement does not apply to Native American gaming operations in any
state.  In  return,  Park Place has agreed to pay a license fee to LVGI on a per
ticket  basis.

Similar  agreements have been entered into with 21 other Nevada-based casinos in
Las  Vegas,  Reno,  Laughlin,  Lake  Tahoe,  and  Fallon.

Employees

As  of  December 31, 2001, LVGI had eight employees, two of whom are officers of
the  company.  LVGI  plans to hire additional employees, particularly engineers,
in  the  foreseeable  future.

LVGI's  two officers are Mr. Russell R. Roth, President, CEO, CFO, and Chairman,
and  Mr.  Gary  G. Baldwin, Senior Vice President, Compliance Officer, Secretary
and  Treasurer.  Both  LVGI  officers  are  also  directors  of  LVGI.

LVGI  appointed  Rich Irvine as a Director on January 14, 2001, and Michael Cane
as  a  Director  on  July  5,  2001.

Intellectual  Property  and  Other  Proprietary  Rights

Mr.  Mark  Valenti,  former director and officer of LVGI, as inventor/applicant,
made  a  patent  application  for  LVGI's  progressive  keno games.  Mr. Valenti
assigned  his  rights  in  this  application to LVGI.  This application seeks to
obtain  exclusive  rights to conduct the keno style games described hereinabove.
Currently,  this  patent application has the status of "Patent Pending" with the
U.S.  Patent and Trademark Office.  No assurance, however, can be given that any
such  a  patent will ever be issued or, if issued, will withstand a challenge as
to its validity. LVGI has also applied for, and received, certain trademarks and
copyrights  associated  with  these  games.

Through  the purchase of B2B, LVGI obtained the intellectual property rights for
B2B  Roulette.  A  patent  for B2B Roulette was recently issued.  In addition, a
patent  was  issued  covering  the  game  Match  Pair  Bingo.

LVGI is also taking the necessary steps in securing intellectual property rights
in  its game Nevada Bingo.  It is LVGI's intent to be proactive in obtaining and
protecting  all  of  its  intellectual  property.

LVGI also claims and has ownership rights to several other trademarks filed with
the  State  of  Nevada  and  the  U.S. Patent and Trademark Office. It also owns
intellectual  property  that  is  protected  by federal copyright laws and trade
secret  laws.

LVGI intends to protect any future products it develops through a combination of
patents,  trademarks,  copyrights  and  trade  secrets.

                                                                             12
<PAGE>


Research  and  Development  Expenditures

LVGI  has  not  engaged  in any research and development activity directly.  New
games  are  purchased  from  persons  or  entities  that  have developed them in
exchange  for  stock,  cash  or  a combination of both.    In the case of LVGI's
Nevada  Numbers(TM)  game,  LVGI  has  agreed to pay ISI (within certain limits)
$0.04  per  ticket  sold for the development and maintenance of the software and
hardware  to  be  used  in  playing  the  game.

ITEM  2.     DESCRIPTION  OF  PROPERTIES

LVGI owns no real property.  LVGI is headquartered in leased premises at 3120 S.
Rainbow  Blvd.,  Suite  204,  Las  Vegas,  Nevada,  89146.

ITEM  3.     LEGAL  PROCEEDINGS

LVGI  is not a party to any material legal proceedings and, to LVGI's knowledge,
no  such  proceedings  are  threatened  or  contemplated.

ITEM  4.     SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

LVGI held its annual meeting of shareholders on May 16, 2001. Business conducted
at  the  meeting  included  the  following  proposals:


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

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

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

Each  share  of  Common  Stock  was  entitled to one vote.  Only shareholders of
record  at  the close of business on April 16, 2001, were entitled to vote.  The
number  of  outstanding  shares at that time was 3,125,113 held by approximately
180  shareholders.  The  required  quorum  of  shareholders  was present at this
meeting.

With respect to the first matter, the stockholders present at the meeting and in
attendance  by proxy voted unanimously to elect Messrs. Roth, Baldwin and Irvine
to  the  Board  of  Directors.

With  respect  to the second matter, the stockholders present at the meeting and
in  attendance  by proxy voted unanimously to confirm the appointment of Piercy,
Bowler,  Taylor  and  Kern  as  auditors  for  the  Company.

                                                                             13
<PAGE>
                                     PART II
                                     -------

ITEM  5.     MARKET  FOR  REGISTRANT'S  COMMON  EQUITY  AND  RELATED STOCKHOLDER
             MATTERS

Market  Information

Currently,  there  is no public market for the Company's common stock, and there
can  be no assurance that an active public market for this stock will develop or
will  be  sustained.

As  of December 31, 2001, there were 285 shareholders of record of LVGI's Common
Stock.

LVGI  has  not previously declared or paid any dividends on its Common Stock and
does  not  anticipate  declaring  any  dividends  in  the  foreseeable  future.

Recent  Sales  of  Unregistered  Securities

The  following  is  a  list  of equity securities sold by LVGI during the period
covered  by  this  report  that  were  not  registered under the Securities Act.

As  of  May  31,  2001,  LVGI  sold  1,995,207  shares of non-voting Convertible
Preferred  Stock for $5.00 per share pursuant to Rule 506 of Regulation D of the
Act  to  160  investors.  The offering was made to persons known to the officers
and  directors  of  LVGI.  The  maximum  offering  was  2,000,000  shares.

As of June 30, 2001, LVGI issued 910,000 shares of common stock to Russell Roth,
Gary  Baldwin,  and  Kenneth  Maul  incident  to  their  exercise of options and
warrants.

As  of  September  30,  2001,  LVGI  issued  1,572,678 shares of common stock in
exchange for 1,429,707 shares of non-voting Convertible Preferred Stock pursuant
to  an  offering  to the Preferred Shareholders to convert their stock to common
stock  on  a  basis  of  1.1 shares of common stock for each 1.0 share preferred
stock  converted.

As  of  December  31, 2001, LVGI issued 366,737 shares of common stock to Alexus
Capital  Group, LLC (Alexus) for consulting and other services, in part incident
to  the  Preferred  Stock  offering.   Phil Andrews, currently an employee, is a
principal  in  Alexus.

ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
             RESULTS  OF  OPERATIONS  AND  PLAN  OF  OPERATIONS

Overview

LVGI  currently intends to focus its efforts on the development and operation of
its  keno  and  bingo  games  in  Nevada,  Nebraska,  and within Native American
casinos.  LVGI  will  focus,  to  a  somewhat  lesser degree, its efforts on the
development  and  operation  of  its Vegas Numbers(TM) game in Central and South
America  and  its Match Pair Bingo/Poker game throughout the world.  The Company
has  applied  for  licensing  in  Panama  and Venezuela for itself and its Vegas
Numbers  game.  Partners  have  been  identified  in each country and operations
should begin shortly after receiving the necessary

                                                                             14
<PAGE>


approvals. Match Pair Bingo, besides Native American casinos, is being evaluated
for  play  in  Brazil,  Europe  and  U.S.  military  bases  around  the  world.

On  or  about June 21, 2001, the Company commenced a convertible preferred stock
private  conversion  offering  for the purpose of freeing up capital held by the
Company  as  a jackpot reserve. The freed-up cash is being used to introduce new
products,  promote  and  /  or  distribute  existing ones and to expand into new
markets.  It  was  determined  by management that the jackpot reserve created by
the  preferred  offering  was  no longer necessary because of agreements made to
cover  such  contingencies.

In addition to the states where LVGI has a gaming license (Nevada, Nebraska, New
York,  New  Mexico, Arizona and Oregon), it is pursuing licensing in Washington,
Mississippi  and New Jersey.  The Company will also be pursuing various licenses
with  individual  Native  American  casinos.

Distinctive  Characteristics  of the Business That May Have a Material Impact on
Future  Financial  Performance

A number of factors distinctive to LVGI's business may have a material impact on
future  financial  performance,  including:

1.  Competition.  As  noted  previously,  competition  among  gaming  equipment
suppliers  and  games  is  strong  and  presents a significant barrier to entry.
Placing  a game in casinos, given their limited floor space, is a difficult task
with  a  high likelihood of failure.  LVGI's placement of its Nevada Numbers(TM)
game  in  20  casinos  overcomes much of this difficulty, but does not guarantee
future  success.

2.  Marketing.  LVGI's  success is dependent upon the acceptance of LVGI's games
by  casino  operators and customers.  Many of LVGI's products are proprietary in
nature.  Casino  operators  are typically reluctant to place gaming equipment in
their  casinos pursuant to agreements in which they share revenues.  The failure
to attract enough demand from casinos will have a significant negative impact on
the  future  financial  results  of  LVGI.

3.  Products.  The replacement cycle for many games provided by gaming equipment
suppliers  appears  to  be  getting  shorter.  There is mounting pressure in the
industry to distribute the next widely successful game.  LVGI's games may have a
limited  time window within which to be accepted by the gaming public.  This may
force  LVGI  to  continually  develop  new games or run the risk of trailing its
competitors  in the marketplace.  Development of new games is costly and rewards
are  problematic.  The failure to attract enough demand from players will have a
significant  negative  impact  on  the  future  financial  results  of  LVGI.

4. Development of Windows-based Platform. LVGI's primary reason for existence is
to  develop,  market  and  distribute  new  keno-based  games.  Pursuant  to its
mission,  LVGI  has  commissioned  ISI  to develop a new keno platform that will
enhance  the  Company's  competitiveness.  This  platform  will  be developed in
Windows 2000 and be flexible enough to manage all the games LVGI has designed or
can  envision  designing.

Accounting  Policies

The  preparation  of  financial statements in conformity with generally accepted
accounting  principles  requires  the Company's management to make estimates and
assumptions  that  affect  reported  amounts  and disclosures, some of which may
require  revision  in  future periods.  The most significant estimates

                                                                             15
<PAGE>

are  those  involving depreciation and amortization and the present value of the
uninsured  progressive  jackpots.

The  following  is  a  summary  of  what  management  believes  are the critical
accounting  policies related to the Company. See note 2, "Summary of Significant
Accounting  Policies,"  to  the  Company's  Consolidated  Financial  Statements
included  in  Part  IV,  Item 13 for a more detailed discussion of the Company's
accounting policies.  The application of these policies, in some cases, requires
the  Company's  management  to make subjective judgments regarding the effect of
matters  that  are  inherently  uncertain.

Revenue  and  Cost  Recognition.  The  operation  of casino inter-linked systems
varies slightly among jurisdictions as a result of different gaming regulations.
However, in all jurisdictions, the linked progressive jackpot increases based on
the  amount  wagered.    A  percentage of the wagers is recognized as revenue by
the  Company  (and  by  the  participating  casinos)  and the balance is used to
purchase  insurance  to  fund  the  base  progressive  jackpot.    The  Company
recognizes  a  liability and a cost for the present value of the increase in the
progressive  meter  for  jackpots  not  yet  won and any uninsured base jackpot.

The  winner of a progressive jackpot is paid the amount of the progressive meter
in  equal  installments  over a period of 20 years or more.  The Company, at its
sole  discretion,  may  offer the winner an option to receive a discounted value
immediately.  Once  an  inter-linked  progressive  jackpot  is  won  (none as of
December  31,  2001), the Company purchases discounted US Treasury Securities to
meet  the obligation for the annual payments, assuming a discounted value is not
paid  immediately.  The  Company  will  classify  these  investments  as
"held-to-maturity", stated at cost adjusted for the amortization of premiums and
accretion  of discounts over the term of the security using the interest method.

Equipment,  Software, Trademarks and Other Intangibles.  These assets are stated
at  cost  and  are  depreciated or amortized over their estimated economic life,
usually  less  than  10  years.

Assets

As  of December 31, 2001, LVGI had cash of $3,930,732 as compared to $682,227 as
of  December  31,  2000.  LVGI  had jackpot reserve deposits of $3,602,920 as of
December 31, 2001, and $4,000,000 of jackpot reserve deposits as of December 31,
2000.  This  amount  is  used for funding LVGI's various jackpot games.  Because
these funds are used to support operations, they are classified in the financial
statements  as current assets.  The increase in LVGI's cash and jackpot deposits
resulted  from  the  sale  and  conversion  of  preferred  stock.

Equipment  and  Software,  net  of  accumulated  depreciation was $508,423 as of
December  31,  2001,  as  compared  to  $206,245 as of December 31, 2000.  These
amounts  are  comprised  as  follows:

Description                          2001         2000
-----------                        --------     --------
Software                           $195,887     $191,697
Equipment, Furniture, etc.          645,461      222,206
                                   --------     --------
Total                              $841,348     $413,903
Less: Accumulated Depr:            (352,925)    (207,658)

                                                                             16
<PAGE>
                                   --------     --------
Equipment & Software               $508,423     $206,245
(net of accumulated depreciation)

Liabilities and Stockholders' Equity

At  December  31,  2001  and  2000, LVGI had no long-term debt.  At December 31,
2001, LVGI had $53,039 of accounts payable as compared to $96,493 as of December
31,  2000.  Management maintains a general policy of avoiding long-term debt and
making payments on accounts payable on a current basis.  Accordingly, management
does  not  anticipate  incurring  any  long-term  debt.  Other  than for reasons
associated  with  a  greater  volume of business, management does not anticipate
substantially  increasing  accounts  payable.

Operations throughout the year were largely funded through equity financings and
interest  income.  Stockholders'  equity was $8,201,609 as of December 31, 2001,
compared  to  $5,124,965  as  of  December  31,  2000.  The  net  increase  in
stockholders'  equity  resulted  primarily  from the issuance of preferred stock
during  the  year.

Results  of  Operations

In  2001,  LVGI  generated  $  121,602  in  sales  compared to $229,263 in 2000.
However,  during  the same period operating costs increased from $1,119,337 to $
2,179,780.  The  largest  increase  in operating costs was incurred for selling,
general  and  administrative  expenses that increased to $1,255,301 in 2001 from
$853,074  in  2000.  Most  of  this  increase  was due to increased staffing and
increased  promotional  expenses associated with the launch of NN.  In addition,
the  Company  reported depreciation and amortization expense of $278,212 in 2001
as  compared  to  $266,263  in  2000.

Liquidity  and  Capital  Resources

As  of  December  31,  2001,  the Company maintained $3,930,732 in cash and cash
equivalents  versus  $682,227 in the prior year.  The large increase in the cash
balance  is  due to the money raised in the preferred stock offering.  This cash
is  expected  to be used to, among other things, fund additional working capital
needs (see below), fund operating deficits (currently running at nearly $100,000
per month out of a total cash deficit of $200,000 monthly), support new ventures
(e.g.,  Panama  and  Venezuela),  pay  for  licensing  expenditures  in  new
jurisdictions  (Mississippi,  New  Jersey, et al) and purchase capital equipment
for  Nevada  Numbers  and  Nevada  Bingo.

In the past, the Company has spent little of its resources on capital equipment.
However,  currently  management is investing in keno equipment needed to operate
Nevada  Numbers(TM).  This  expenditure  should amount to approximately $ 10,000
per location.  Management expects to add approximately 50 locations during 2002.
Management  also  plans  to continue building its business infrastructure and to
expand  employee  benefits  in  2002.

Forward  Looking  Statements

Many  statements made in this report are forward-looking statements that are not
based  on  historical  facts.  Because  these forward-looking statements involve
risks  and  uncertainties, there are a number of factors that could cause actual
results  to  differ  materially  from  those  expressed  or  implied  by  these

                                                                             17
<PAGE>

forward-looking  statements.  The forward-looking statements made in this report
relate  only  to  events  as  of  the  date  on  which  the statements are made.


ITEM  7.     FINANCIAL  STATEMENTS

The  information  requested by this item is set forth in Item 13 of this Report.


ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS ON ACCOUNING AND
             FINANCIAL  DISCLOSURE

LVGI  has  had  no  disagreements with its independent auditors on accounting or
financial  disclosures.

                                                                             18
<PAGE>
                                    PART III
                                    --------

ITEM  9.     DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

The  following  are  the  names  of  our  officers  and directors, their present
positions,  and some brief information about their background.  The Company does
not  have  a written employment agreement with any of its officers or directors.

Name                           Age        Offices  Held
------------------------       -------    -------------------------------
Russell R. Roth                55         CEO, President, CFO, & Director

Gary G. Baldwin                50         Secretary, Treasurer, & Director

Rich Irvine                    60         Director

Michael Cane                   47         Director

Russell  R.  Roth.   Mr. Roth has been President, Chief Executive Officer, Chief
Financial  Officer  and  Chairman of the Company since April 1998.  From January
1995  until  December  1999,  Mr.  Roth  had been the feature writer, editor and
co-owner of the Las Vegas Investment Report and has managed portfolios for a few
select  individuals.  From  September  1994  to  April  1996, Mr. Roth served as
President  of  National  Investment  &  Tax Managers, Inc.  From January 1987 to
April  1993,  Mr.  Roth served as Chief Financial Officer of Sotheby's Holdings,
Inc., an art auction company.  At Sotheby's Holdings, Inc., Mr. Roth spearheaded
the  Company's  initial  public  offering  in 1988.  From 1983 to 1986, Mr. Roth
served  as  Chief  Financial  Officer  of Cessna Aircraft Company where Mr. Roth
coordinated a successful merger of the Company with General Dynamics Corp.  From
1974  to  1983,  Mr.  Roth  served  in various financial capacities for Rockwell
International  and  the  Bendix Corporation.  Mr. Roth received his Bachelors of
Science  in  Economics  from the University of Kansas in 1968 and his Masters of
Business  Administration  from the University of Michigan in 1973.  He serves on
the  Boards  of  Lincoln International, Inc. and Legal Access Technologies, Inc.
Both  are  public  reporting  companies  traded on the Over-The-Counter Bulletin
Board.

Gary  G.  Baldwin.  Mr.  Baldwin  has  served  as  Executive  Vice President and
Director of the Company since April 1998.  On August 13, 1999, he was voted into
the  position of Treasurer by the board of directors.  On December 28, 2000, Mr.
Baldwin  was  appointed  to the additional position of Secretary of LVGI.  Since
April  1997,  Mr.  Baldwin  has served as General Manager of TJ Wholesale.  From
1995 to 1996, Mr. Baldwin served as General Manager of the Old Chicago Casino in
Cripple  Creek,  Colorado.  From  1993  to  1995,  Mr. Baldwin served as General
Manager  of  the  St. Charles Riverfront Station in St. Charles, Missouri, and a
casino  property  owned by Station Casinos, Inc.  From 1989 to 1993, Mr. Baldwin
served  as  Assistant General Manager of the Imperial Palace Hotel and Casino in
Las  Vegas,  Nevada.  From  1985  to  1989, Mr. Baldwin was co-owner of Norquist
Construction  Company.  From 1984 to 1985, Mr. Baldwin served as General Manager
of  the Nevada Palace where he was licensed to participate in the profits of the
hotel-casino.  From 1978 to 1984, Mr. Baldwin was co-owner and served as General
Manager/Casino  Manager  of  the Landmark Hotel and Casino in Las Vegas, Nevada.
From  1975 to 1978, Mr. Baldwin worked for the Nevada State Gaming Control Board
as  a  Senior  Financial  Investigative  Agent.  In  this  capacity, Mr. Baldwin
conducted  and  supervised major investigations throughout the United States and
Europe  on  behalf  of  the  Nevada

                                                                             19
<PAGE>

State  Gaming  Control  Board  and  worked with various federal, state and local
agencies,  such  as the Federal Bureau of Investigations, the Bureau of Alcohol,
Tobacco  and  Firearms,  and  state  and  local  police  departments.

Over  the  past  twenty  years,  Mr. Baldwin has been active in the hotel-casino
industry.  Mr.  Baldwin  has  been  licensed  on  four separate occasions by the
Nevada Gaming Commission and on one occasion by the Colorado gaming authorities.
In  addition,  Mr.  Baldwin  has  also  served as a gaming consultant to several
Native  American Tribes, such as the Sault Ste. Marie Tribe of Chippewa Indians,
for  the  past  fifteen  years.  Mr.  Baldwin  received his Bachelors of Arts in
Business  Management  from Biscayne College in Miami, Florida.  Mr. Baldwin also
received  his  Bachelors  of  Science  in Accounting and his Masters of Business
Administration  from  the  University  of  Nevada-Las  Vegas  in  1974 and 1976,
respectively.

Rich  Irvine.  Mr.  Irvine has been a director of Las Vegas Gaming since January
14,  2001.  Mr.  Irvine  is  currently  Vice President of Sales for A.C. Coin, a
gaming  company  headquartered  in  Atlantic  City,  New Jersey.  Mr. Irvine was
Executive  Vice President of Planning and Development for GameTech from February
1999  through  November  2001.  Mr.  Irvine  was  President  and Chief Operating
Officer  of  Mikohn  Gaming Corporation from July 1995 until September 1998.  He
had  served  on  the  Mikohn's  corporate  Board  of Directors since it became a
publicly  traded  company in late 1993.  From 1993 to 1995 Mr. Irvine was Senior
Vice  President  -  Marketing and Entertainment for Boomtown, Inc., a Reno-based
owner  and  operator  of  casino properties in Verdi, Nevada; Las Vegas, Nevada;
Biloxi,  Mississippi; and New Orleans, Louisiana.  From 1991 to 1993 he was Vice
President  of  Marketing for worldwide Walt Disney attractions.  His first entry
into  the  gaming  industry came as Executive Vice President Worldwide Sales and
Marketing  for  International  Game  Technology (IGT), a leading manufacturer of
gaming  machines.  During  his  four-year  tenure,  IGT's revenues tripled.  Mr.
Irvine  was co-founder of Aurora Productions.  During an eight-year stint there,
he  was  Executive  Producer of such films as Heart Like a Wheel, Secret of Nihm
and  Eddie  and  the  Cruisers, and also the Broadway show The Suicide.  He also
served  as  President  and Chief Operating Officer of Straight Arrow Publishing,
owners  of  Rolling  Stone  Magazine and as Executive Vice President of Unicorn/
Sovaminco,  a  U.S.  -  (former) U.S.S.R. joint venture.  He began his career in
media  sales  for Time, Inc. (now Time Warner) after attending the University of
Southern  California.

Michael  Cane.  Mr.  Cane became a director of Las Vegas Gaming on July 5, 2001.
From May of 1989 to June of 2001, Mr. Cane was the President and Chief Executive
Officer  of  Tele-Lawyer,  Inc.,  a  Nevada  Corporation that was acquired in an
exchange  agreement  with  Legal Access Technologies, Inc., a publicly reporting
company,  headquartered in Las Vegas, Nevada.  At that time, Mr. Cane became the
Chairman  of the Board and CEO of Legal Access Technologies and continues to act
in  that capacity.  Mr. Cane also maintains a law practice limited to Securities
Law  in  Las  Vegas,  Nevada  with  six  other  attorneys, under the name Cane &
Company,  LLC.  Mr.  Cane attended the University of California, Irvine where he
graduated  top in his class and received a B.A. degree in Economics (June 1975).
He  then  went  on  to  receive  his Jurist Doctor degree from the University of
Southern  California  School  Of Law in May of 1978, also receiving high honors.
Among  these  honors  were  Order  of the Coif, Phi Beta Kappa, Summa Cum Laude,
Dean's Honor List, Who's Who in American Colleges and Universities, Recipient of
Three University of Southern California Scholarships, The American Jurisprudence
Award  in Constitutional Law and member of the University of Southern California
Law  Review.  He  is a licensed member of the Nevada, Washington, California and
Hawaii  State Bars, the U.S. Tax Court and maintains Real Estate Broker licenses
in  Nevada,  California and Hawaii.  During the past three decades, Mr. Cane has
been a Partner with the Newport Beach Law firm of Wellman and

                                                                             20
<PAGE>


Cane,  an  Associate  Professor  of  Business  Law  at the University of Hawaii,
Chairman  of  the  Department  of  Financial  Economics  and Institutions at the
University  of  Hawaii,  College  of  Business,  a  Professor of law at Whittier
College  School  of  Law  and  Western  State  University  School of Law and has
published  articles  on  a  broad  range  of  legal  topics, including Corporate
Takeovers,  Tax  Sheltered  Investments,  The  Tax  and  Economic  Benefits  Of
Structured  Personal Injury Settlements, Equity And Forfeitures In Contracts For
The  Sale  Of Land, Default Under An Agreement Of Sale, The Flat Tax System, and
Restrictive Practices In Accreditation Of Medical Schools. He is also the author
of  four  books  (Divorce,  Taxes,  Bankruptcy  and Estate Planning) in the Five
Minute  Lawyer  books  series  published  by  Dell  in  May  of  1995.

Terms  of  Office

Company  directors  are elected for one-year terms until the next annual general
meeting  of  the  shareholders  or  until removed from office in accordance with
company  by-laws.  Officers  are  appointed  by  the Board of Directors and hold
office  until  removed  by  the  Board.

Significant  Employees

The Company has no employees who are not executive officers that are expected to
make  a  significant  contribution  to  the  business.

Section  16(A)  Beneficial  Ownership  Reporting  Compliance

The  following  persons  have  failed to file, on a timely basis, the identified
reports  required  by  Section  16(a) of the Exchange Act during the most recent
fiscal  year:
                                  Number
Name  and                         of Late
principal  position               Reports     Required  Form
---------------------------     -----------   --------------
Russ Roth, CEO                      0               0
Gary Baldwin, Sec/Treas             1               0
Richard Irvine, Director            1               0
Michael A. Cane, Director           1               0
--------------------------------------------------------------------------------

                                                                             21
<PAGE>

ITEM  10.     EXECUTIVE  COMPENSATION

The  following  table  sets  forth certain information as to the Company's Chief
Executive Officer and the highest paid officers and directors for its last three
fiscal  years.  No other compensation was paid to any such officers or directors
during  this  time  period.

--------------------------------------------------------------------------------

                           ANNUAL  COMPENSATION  TABLE

--------------------------------------------------------------------------------
                         ANNUAL COMPENSATION       LONG TERM COMPENSATION
                    ----------------------------  ------------------------
                                          Other                             All
                                          Annual                           Other
                                            Com-  Restric-                  Com-
                                            pen-  ted     Warrants          pen-
                                            sa-   Stock   &       LTIP      sa-
Name      Title      Year  Salary  Bonus    tion  Awarded Options payouts($)tion
----      -----      ----  ------  ------ ------- ------- ------- --------- ----
Russell   Director   1999      $0      $0     $0      0   130,000     0       0
R. Roth   CEO, CFO   2000       0  47,500      0      0    46,500     0       0
          and        2001  96,000       0      0      0         0     0       0
          President


Gary G.   Director,  1999 $21,250      $0  $15,000    0   100,000     0       0
Baldwin   Secretary  2000  48,000   7,500      0      0     4,400     0       0
          and        2001  84,000  25,000      0      0         0     0       0
          Treasurer

Rich      Director   1999      $0       0      0      0         0     0       0
Irvine               2000       0       0      0      0         0     0       0
                     2001       0       0      0      0    25,000     0       0


Michael              1999      $0       0      0      0         0     0       0
Cane      Director   2000       0       0      0      0         0     0       0
                     2001       0       0      0      0    25,000     0       0


Kenneth   Former     1999      $0       0  $34,500    0    80,000     0       0
Maul      Director   2000       0       0   20,000    0    12,250     0       0
                     2001       0       0   83,000    0         0     0       0

Mark      Former     1999 $22,250      $0  $15,500    0    90,000     0       0
Valenti   Director   2000   8,000       0   35,000    0     4,400     0       0
                     2001       0       0      0      0         0     0       0

                                                                             22
<PAGE>

ITEM  11.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT

The table below provides the beneficial ownership of LVGI's common stock by each
person  known  by  management  to beneficially own more than 5% of the Company's
common  stock  outstanding  as  of  December  31,  2001, and by the officers and
directors  of  LVGI  as  a group.  Except as otherwise indicated, all shares are
owned  directly.
                                                     Amount of
                        Name  and  Address           Beneficial    Percent
Title of Class          of Beneficial Owner          Ownership     of Class
--------------------------------------------------------------------------------
Common  Stock           Ken  Maul
                        1616  Sunridge  Dr.
                        Las  Vegas,  NV  89117       See  table  below
--------------------------------------------------------------------------------
Other  than  management  listed  below, LVGI knows of no other person who is the
beneficial  owner  of  more  than  five  percent  of  LVGI's  common  stock.

Management
                        Name  and  Address           Beneficial    Percent
Title of Class          of Beneficial Owner          Ownership     of Class
--------------------------------------------------------------------------------
Common  Stock           Russell  R.  Roth
                        3120  South  Rainbow  Blvd.
                        Suite  204
                        Las  Vegas,  NV  89146       See  table  below

Common  Stock           Gary  G.  Baldwin
                        3120  South  Rainbow  Blvd.
                        Suite  204
                        Las  Vegas,  NV  89146       See  table  below

Common  Stock           Rich  Irvine
                        1055  Silver  Fox  Circle
                        Reno,  NV  89439             See  table  below

Common  Stock           Michael  Cane
                        2300  W.  Sahara  Ave.
                        Suite  500
                        Las  Vegas,  NV  89102       See  table  below

Common  Stock           All Officers and Directors   See  table  below
                        as  a  Group  (4  persons)

                                                                             23
<PAGE>

Stock  ownership of officers, directors and shareholders holding more than 5% of
the  outstanding  shares  of  common  stock  follows:

                                              12/31/2001   Partially    Fully
                                                            diluted    diluted
                                              ----------   ---------   ---------
               COMMON     OPTIONS   WARRANTS      TOTAL       %(1)       %(2)
               ------     -------   --------   ---------     ------      ------
RUSS ROTH      789,177     21,500     25,000     835,677     14.32%      12.91%
--------------------------------------------------------------------------------
GARY BALDWIN   481,933     4,400           0     486,333      8.39%       7.51%
--------------------------------------------------------------------------------
KEN MAUL       315,940         0           0     315,940      5.46%       4.88%
--------------------------------------------------------------------------------
MICHAEL CANE     3,500    25,000           0      28,500      0.49%        .44%
--------------------------------------------------------------------------------
RICH IRVINE          0    25,000           0      25,000      0.43%        .39%
--------------------------------------------------------------------------------

TOTAL        1,590,550    75,900      25,000   1,691,450     29.09%      26.13%
--------------------------------------------------------------------------------

(1) Based on a denominator of 5,789,268 shares of common stock outstanding as of
December  31,  2001,  plus  the particular beneficial owner's issued options and
warrants  that  were  exercisable  within  60  days.
(2)  Based  on  a  denominator of 6,471,784 shares, which include all the common
stock  outstanding  as  of  December  31, 2001, plus all the issued options, and
warrants  that  were  exercisable  within  60  days.

ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

Except  as  disclosed below, none of the following parties since the date of the
Company's  incorporation  has  had any material interest, direct or indirect, in
any  transaction with the Company or in any presently proposed transaction that,
in  either  case,  has  or  will  materially  affect  the  Company.

-     Director  or  officer  of  LVGI;
-     Proposed  nominee  for  election  as  a  director  of  LVGI;
-     Person who beneficially owns, directly or indirectly, shares carrying more
      than  10%  of  the  voting  rights  attached  to all outstanding shares
      of LVGI;
-     Promoter  of  LVGI;
-     Relative  or  spouse  of  any  of  the  foregoing  persons.

1.  Incentive  Stock Options. Option rights issued to the officers and directors
under  our 2000 Stock Option Plan, including options to purchase an aggregate of
75,900 shares of Common Stock at $3.00 per share.  Russell Roth received options
to  purchase  21,500  shares  of common stock.  Gary Baldwin received options to
purchase  4,400  shares of common stock.   Michael Cane and Rich Irvine received
options  to  purchase  25,000  shares  of  common  stock.

2.  In  2001, the Company loaned Messrs. Roth, Baldwin and Maul sufficient funds
to  exercise all their non-qualified stock options.  The primary intent of these
loans  was  to  allow  the  Company  to  increase  the  number of its issued and
outstanding  common  stock, thereby reducing the percentage ownership of certain
shareholders  and  facilitating and streamlining the license application process
in  jurisdictions  requiring  all  5%  or  greater  shareholders  to  apply.

3.  In September of 2001 the Company accepted 39,560 shares of LVGI common stock
in exchange for the cancellation of the $180,000 debt Mr. Maul incurred pursuant
to  #2  above.  The  Company  also  paid  Mr.  Maul  $36,000 in exchange for the
cancellation  of  12,250  options  (his last remaining options in LVGI stock) he
owned.

                                                                             24
<PAGE>

                                     PART IV
                                     -------

ITEM  13.     EXHIBITS,  FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K

(a)  Financial  Statements

LVGI's  audited  Financial  Statements, as described below, are attached hereto.

1.     Audited  Financial  Statements for Year Ended December 31, 2001 and 2000,
including:
  a.   Report  of  Independent  Auditors
  b.   Balance  Sheets
  c.   Statements  of  Operations
  d.   Statements  of  Stockholders'  Equity
  e.   Statements  of  Cash  Flows
  f.   Notes  to  the  Financial  Statements

(b)  Reports  on  Form  8-K

     1.   On January 31, 2001, LVGI filed Form 8-K to report the resignation of
          Bill Williams and the appointment of Rich Irvine as Director.

     2.   On March 9, 2001, LVGI filed Form 8-K to report the 5-year license
          agreement entered on February 22, 2001 with Park Place Entertainment
          Corporation.

     3.   On April 5, 2001, LVGI filed Form 8-K to report that the State of
          Nevada had granted several important gaming licenses to LVGI.

     4.   On July 5, 2001, LVGI filed Form 8-K to report the appointment of Ken
          Maul and the Appointment of Michael Cane as Directors of the Company.

     5.   On August 29, 2001, LVGI filed Form 8-K to report the resignation of
          Ken Maul as Director and Secretary.


(c)  Exhibits

None
                                                                             25
<PAGE>


                          INDEPENDENT  AUDITORS'  REPORT

Shareholders  and  Board  of  Directors
Las  Vegas  Gaming,  Inc.
Las  Vegas,  Nevada

We  have  audited  the  accompanying  consolidated  balance  sheets of Las Vegas
Gaming,  Inc.  and  subsidiary as of December 31, 2001 and 2000, and the related
consolidated  statements  of operations, stockholders' equity and cash flows for
the  years then ended.  These financial statements are the responsibility of the
Company's  management.  Our  responsibility  is  to  express an opinion on these
financial  statements  based  on  our  audit.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States.  Those  standards  require that we plan and perform the
audits  to  obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audit  provides  a
reasonable  basis  for  our  opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the  financial  position of Las Vegas Gaming, Inc. and
Subsidiary as of December 31, 2001 and 2000, and the results of their operations
and cash flows for the years then ended in conformity with accounting principles
generally  accepted  in  the  United  States.


/s/ Piercy Bowler Taylor & Kern

PIERCY, BOWLER, TAYLOR, & KERN,
Certified Public Accountants & Business Advisors
A Professional Corporation


March  11,  2002
LAS  VEGAS,  NEVADA

                                                                             26

<PAGE>

<TABLE>
<CAPTION>

LAS VEGAS GAMING, INC. AND SUBSIDIARY
BALANCE SHEETS
DECEMBER 31, 2001 AND 2000
================================================================================

              ASSETS                                      2001          2000
                                                      ------------  ------------
<S>                                                  <C>           <C>
Current assets
Cash                                                  $ 3,930,732   $   682,227
Accounts receivable, net of allowance                      50,803        16,250
Due from related parties                                                 10,000
Inventories                                               130,513
Prepaid expenses                                           23,622
Jackpot reserve deposits                                3,602,920     4,000,000
                                                      ------------  ------------
                                                        7,738,590     4,708,477
Equipment and software, net
  of accumulated depreciation                             508,423       206,245

Other assets
Unamortized trademarks, copyrights,
patents and other intangibles                             162,500       265,445
Deposits and other                                         16,754        41,291
                                                      ------------  ------------
                                                      $ 8,426,267   $ 5,221,458
                                                      ============  ============
      LIABILITIES AND STOCKHOLDERS'

Current liabilities
Accounts payable                                      $    53,039   $    96,493
Progressive jackpot liability                             171,619
                                                      ------------  ------------
                                                          224,658        96,493
                                                      ------------  ------------
Stockholders' equity
Convertible preferred stock, $.001 par,
  5,000,000 shares authorized, 552,400 and
  1,017,100 shares issued and outstanding                     552         1,017
Common stock, $.001 par, 25,000,000 shares
  authorized, 5,789,268 and 3,066,823 shares
  issued and outstanding                                    5,789         3,067
Additional paid-in capital                             12,121,104     6,874,112
Due from officers/shareholders                           (420,000)
Deficit                                                (3,505,836)   (1,753,231)
                                                      ------------  ------------
                                                        8,201,609     5,124,965
                                                      ------------  ------------
                                                      $ 8,426,267   $ 5,221,458
                                                      ============  ============
</TABLE>

See notes to financial statements.                                           27

<PAGE>

<TABLE>
<CAPTION>

LAS VEGAS GAMING, INC. AND SUBSIDIARY
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2001 AND 2000
================================================================================

                                                          2001         2000
                                                       ------------  -----------
<S>                                                   <C>           <C>
Sales                                                  $   121,602   $  229,263
                                                       ------------  -----------
Operating costs and expenses

Gaming operations                                         581,378
Selling, general, and administrative                    1,255,301       853,074
Research and development                                   64,889
Depreciation and amortization                             278,212       266,263
                                                       ------------  -----------
                                                        2,179,780     1,119,337
                                                       ------------  -----------
Loss from operations                                   (2,058,178)     (890,074)

Other income (expense)
Interest income                                           305,572        78,375
Interest expense                                                         (5,687)
                                                       ------------  -----------
Net loss
                                                       $(1,752,606)  $ (817,386)
                                                       ============  ===========

Net loss per share, basic and diluted                  $     (0.41)  $    (0.29)
                                                       ============  ===========
Weighted average shares
  outstanding, basic and diluted                         4,271,337    2,862,414
                                                       ============  ===========

</TABLE>

See notes to financial statements.                                           28

<PAGE>

<TABLE>
<CAPTION>

LAS VEGAS GAMING, INC. AND SUBSIDIARY
STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2001 AND 2000
======================================================================================================




                                    Preferred     Common      Additional   Due from
                                    stock par    stock par     paid-in     officers/
                                      value        value       capital     shareholders      Deficit
                                   ----------   ----------   ------------  ------------   ------------
<S>                                <C>          <C>          <C>           <C>            <C>
Balance, January 1, 2001           $   1,017    $   3,067    $ 6,874,112                  $(1,753,231)
Net loss                                                                                   (1,752,605)
Stock-based compensation
 (options and warrants)                                          243,600
Stock options exercised and
 910,000 common shares issued,
 officers/shareholders                                910        609,090   $  (610,000)
Sale of 978,107 convertible
 preferred shares                        978                   4,889,057
Conversion of 1,442,707
 preferred shares to 1,586,978
 common shares                        (1,443)       1,587           (144)
Offering costs, other                                           (314,386)
263,017 common shares
 issued in connection with
 preferred stock offering                             263           (263)
Purchase and cancellation of
 39,560 common shares from a
 former officer/shareholder                           (38)      (179,962)      180,000
Non-cash officer compensation                                                   10,000
                                   ----------   ----------   ------------  ------------   ------------
Balance, December 31, 2001         $     552    $   5,789    $12,121,104   $  (420,000)   $(3,505,836)
                                   ==========   ==========   ============  ============   ============


Net loss                                                                                     (817,386)
Stock-based compensation
 (options and warrants)                                          102,000
Stock options exercised,
 155,913 common shares issued                         156         77,801
Sale of 1,017,100 convertible
 preferred shares                  $   1,017                   5,084,483
Sale of 23,700 common shares                           24         71,076
104,410 common shares issued
 in connection with preferred
 stock offering                                       105           (105)
Offering costs, other                                            (89,493)
50,000 common shares issued in
 satisfaction of obligation,
 officers/shareholders                                 50         99,950
20,000 common shares issued in
 satisfaction of obligations,
 others                                                20         59,980
3,500 common shares issued in
 exchange for services                                  3         10,497
90,000 common shares issued in
 exchange for assets, others                           90        269,910
                                   ----------   ----------   ------------                 ------------

Balance, December 31, 2000         $   1,017    $   3,067    $ 6,874,112                  $(1,753,231)
                                   ==========   ==========   ============                 ============
</TABLE>

See notes to financial statements.                                           29

<PAGE>

<TABLE>
<CAPTION>

LAS VEGAS GAMING, INC. AND SUBSIDIARY
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2001 AND 2000
================================================================================

                                                          2001          2000
                                                      ------------  ------------
<S>                                                   <C>           <C>
Operating activities
Net cash used in operating activities                 $(1,256,781)  $  (531,605)
                                                      ------------  ------------
Investing activities
Jackpot reserve (deposits) withdrawals                    397,080    (4,000,000)
Purchase of property and equipment                       (427,444)      (35,729)
Purchase of intangible assets                             (50,000)
Purchase of and investment in other assets                              (15,049)
                                                      ------------  ------------
Net cash used in investing activities                     (80,364)   (4,050,778)
                                                      ------------  ------------
Financing activities
Collection of loans extended, related parties              10,000
Proceeds from borrowings                                                100,000
Sale of convertible preferred stock                     4,890,035     5,085,500
Sale of common stock                                                    149,057
Cash offering costs                                      (314,385)
                                                      ------------  ------------
Net cash provided by financing activities               4,585,650     5,245,064
                                                      ------------  ------------
Net increase in cash                                    3,248,505       662,681
Cash, beginning of year                                   682,227        19,546
                                                      ------------  ------------
Cash, end of year                                     $ 3,930,732   $   682,227
                                                      ============  ============
Reconciliation of net loss to net cash
 used in operating activities
Net loss                                              $(1,752,605)  $  (817,386)
Depreciation and amortization                             278,211       266,263
Stock-based compensation                                  243,600        50,500
Increase in operating (assets) liabilities
    Accounts receivable                                   (23,813)      (16,250)
    Inventories                                          (130,513)
    Other                                                     174       (35,743)
    Accounts payable                                      (43,454)       21,011
    Accrued expenses                                      171,619
                                                      ------------  ------------
Net cash used in operating activities                 $(1,256,781)  $  (531,605)
                                                      ============  ============
Supplemental cash flow information
Cash paid for interest                                              $     5,687

Non-cash investing and financing activities
Equipment and software acquired with
 stock-based compensation                                               132,000
Shareholder debt repaid with common stock                               100,000
Exercise of officer options financed
 by the Company                                       $   610,000
Treasury stock acquired by reducing officer
 obligation                                              (180,000)
Conversion of preferred stock into common stock             1,587

</TABLE>

See notes to financial statements.                                           30

<PAGE>

LAS VEGAS GAMING, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2001 AND 2000

1.     Nature  of  operations  and  background  information:

Business  activities.  Las  Vegas  Gaming,  Inc.,  a  Nevada  Corporation  (the
Company),  is  in the business of developing, marketing, and distributing casino
games and related supplies.  The Company has received Nevada regulatory approval
to  participate in the gaming revenues of its customers from its products and to
manage  and  profit from the operation of casino inter-linked systems (wide-area
jackpot  networks).  A  brief  description  of some of the casino games that the
Company  has  rights  to  and  intends  to  market  follows.

Keno.  The  Company  has  the  rights  to  a  keno-style  game  known as "Nevada
Numbers(TM)"  and  variations  thereof.  Nevada  Numbers(TM)  is  a  wide-area
progressive  jackpot  game  where  players  select five numbers (four in "4-Play
Amore",  a  variation)  instead of 20 as in classic keno.  The Company's primary
business  efforts currently focus on the marketing and operation of this game in
Nevada and, a variation  ("Nebraska Numbers"), in Nebraska casinos.  The Company
granted  Park Place Entertainment Corporation the first non-exclusive license to
operate  Nevada Numbers(TM) in its Nevada casinos.  As of December 31, 2001, the
Company  had  installed  Nevada  Numbers in six casinos in Nevada (currently the
installed  base  is  20).

Other  games.  The  Company  also  has  other  games  including  Nevada Bingo, a
linked-progressive bingo game cleverly tied into Nevada Numbers; a lottery-style
game,  "Vegas  Numbers(TM)";  and  a table game variation of bingo called "Match
Pair  Bingo" (MPB).  The Company intends to market "Vegas Numbers(TM)" (formerly
known  as  "Bonus  Keno"  or  "Quick-Pic Keno") in the Caribbean and third world
countries.  The  Company  has  organized an 85%-owned Panamanian subsidiary (the
Subsidiary)  to  pursue these activities in that country.  The Subsidiary had no
operations  through  December  31,  2001.  The Company currently intends to form
other  foreign subsidiaries to pursue activities in other countries.  Match Pair
Bingo  is  a  game  where  two balls are drawn, each with five possible outcomes
(BINGO),  and the player bets on the various combinations of possibilities.  The
Company  has  also developed a variation of MPB, known as Match Pair Poker, with
the  letters  BINGO  exchanged  for  AKQJ10.  The  final  design of the games is
intended  to  qualify  them  for  "Class  II" gaming in Native American casinos.

Concentrations.  In  general,  there  are  a limited number of customers for the
Company's  products  and the consolidation of casino companies within the gaming
industry  continues  to  be  a  trend.  In  addition,  demand  for the Company's
products  by  these customers is ultimately dependent upon initial and continued
consumer  acceptance.  While  the  Company  has  recently  emerged  from  its
development  stage  and has increased its number of customers, historically, the
Company  has  earned  a substantial portion of its revenues from a few customers
and  has  experienced  significant  nonrecurring revenues in connection with its
business  activities.  In  2001,  approximately 80% of its revenues are from one
customer  in  Nevada related to its Nevada Numbers game.  In 2000, approximately
60%  of  its  revenues related to an international, nonrecurring sale of another
one  of  its products.  This trend is likely to reverse itself if Nevada Numbers
is  successful, however, if it isn't, the Company could continue to be dependent
on  very  few  customers.

Because  the  Company's current operations are concentrated in the Nevada gaming
industry, future operations, unless expanded to other markets, could be affected
by  adverse  changes  in economic conditions in Nevada.   On September 11, 2001,
the  United  States  was subjected to extensive terrorist attacks likely to have
far-reaching  effects  on  economic activity in the country for an indeterminate
period.  The  near-and  long-term  impact  on  the  nation's  economy,  tourism
including the gaming industry, and the Company's business cannot be predicted at
this  time  but  may  be  substantial.

In  addition, the Company depends on relatively few suppliers for components and
programming  for  certain  of its games.  However, management believes that such
suppliers  are  sufficient  so that any disruption of service would be brief and
not  have  a  material  adverse  effect  on  the  Company's  business, financial
condition  and  results  of  operations.

2.     Summary  of  significant  accounting  policies:

Principles  of consolidation.  The consolidated financial statements include the
accounts  of Las Vegas Gaming, Inc. and its 85%-owned subsidiary, LV Keno, Inc.,
a  Panama  corporation.

See notes to financial statements.                                           31

<PAGE>

LAS VEGAS GAMING, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2001 AND 2000

Revenue  and  cost  recognition.  The  operation  of casino inter-linked systems
varies slightly among jurisdictions as a result of different gaming regulations.
However, in all jurisdictions, the linked progressive jackpot increases based on
the  amount  wagered.    A  percentage of the wagers is recognized as revenue by
the  Company  (and  by  the  participating  casinos)  and the balance is used to
purchase  insurance  to  fund  the  base  progressive  jackpot.    The  Company
recognizes  a  liability and a cost for the present value of the increase in the
progressive  meter  for  jackpots  not  yet  won and any uninsured base jackpot.

The  winner of a progressive jackpot is paid the amount of the progressive meter
in  equal  installments  over a period of 20 years or more.  The Company, at its
sole  discretion,  may  offer the winner an option to receive a discounted value
immediately.  Once  an  inter-linked  progressive  jackpot  is  won  (none as of
December 31, 2001), the Company purchases discounted U.S. Treasury securities to
meet  the obligation for the annual payments, assuming a discounted value is not
paid  immediately.  The  Company  will  classify  these  investments  as
"held-to-maturity", stated at cost adjusted for the amortization of premiums and
accretion  of discounts over the term of the security using the interest method.
The  Company  typically  places  its  other  types  of  games subject to royalty
agreements  that  call  for  a  per  game,  per  day  fee.

Use of estimates.  Timely preparation of financial statements in conformity with
generally  accepted  accounting principles requires management to make estimates
and assumptions that affect reported amounts, some of which may require revision
in  future  periods.

Equipment  and  software.  Equipment  and  software  are  stated  at  cost.
Depreciation  is  computed  using  the  straight-line  method over the estimated
useful  lives  of  the  assets.

Trademarks, copyrights, patents and other intangible assets.  These intangibles,
including  pending  patents,  are  amortized  on  a straight-line basis over the
estimated  economic  life of the asset, usually less than 10 years.   Management
expects  no  material  impact  on  its  financial  statements resulting from its
adoption  of  Statement  of  Accounting  Standards  No.  142, Goodwill and Other
Intangible  Assets,  when  effective  in  the  year  ending  December  31, 2002.

Offering  costs.  The  costs of offering the Company's unregistered common stock
and  preferred  stock  have  been  charged  to  additional  paid-in  capital.

Net  loss  per  share.  Basic  and  diluted  net  loss  per share is computed by
dividing  net  income  loss  by  the  weighted  average  number of common shares
outstanding  during  the  year.  Potentially dilutive securities such as options
and  warrants were not considered outstanding because the effect would have been
anti-dilutive.

Stock compensation.  The Company has adopted Financial Accounting Standard Board
Statement  No.  123,  Accounting  for  Stock-Based  Compensation,  for  valuing
compensatory  stock  and  option  awards.

Advertising.   Costs  for  advertising  are  expensed  as  incurred  and totaled
$192,111  and  $35,107  for  2001  and  2000,  respectively.

Research  and  development.  The Company engages in no research and development
activities directly and, instead, contracts with technical resource companies on
a  fee  basis  (Note  7)  to  develop  needed  components  for its casino games.

Reclassifications.  Certain prior year amounts have been reclassified to conform
with  the  current  year  presentation.

See notes to financial statements.                                           32

<PAGE>

LAS VEGAS GAMING, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2001 AND 2000

3.     Jackpot  reserve  deposits:

$3,602,920  of the Company's cash is set aside for funding the Company's various
jackpot  oriented  games.  Because  these  funds  are  to  be  used  to  support
operations,  they  are  classified  as  current  assets.  For  purposes  of  the
statement  of  cash  flows,  the  funds  are  omitted  from  cash.

4.     Equipment  and  software:

As  of  the balance sheet dates presented, equipment and software consist of the
following:

                                       2001        2000
                                    ----------  ----------
Software                            $ 195,887   $ 191,697
Production equipment                  511,977     211,074
Equipment, furniture, and fixtures    133,484      11,132
                                    ----------  ----------
                                      841,348     413,903

Less accumulated depreciation        (352,925)   (207,658)
                                    ----------  ----------
                                    $ 508,423   $ 206,245
                                    ==========  ==========


5.       Stockholders'  equity:

Initial  capitalization  and  assets  acquired  with  common  stock.  A total of
1,000,177  common  shares and options to purchase an additional 1,310,000 common
shares  were,  at  various  times  during  1998,  either  sold  to the Company's
officers/directors to initially capitalize Company or issued in exchange for the
rights  to  certain  games.  The  value  of  the stock and exercise price of the
options  generally  ranged  from  $.005  to  $.50  per  share.

In  addition,  a  portion  of the cost of acquiring other games was also paid in
common  stock  of  the  Company  including Vegas Numbers (100,000 common shares;
$300,000)  B2B  (75,000  common  shares;  $37,500)  and Match Pair Bingo (10,500
common  shares;  $30,000).

The Company later offered its unregistered common stock to the public to raise a
maximum  of  $1,000,000  annually on a "best efforts" basis; and, it used two of
its  officers/directors  who  are  licensed  security brokers to sell the common
stock.  The  offerings  are  intended  to  be  exempt from registration with the
United  States  Securities  and  Exchange Commission under the Securities Act of
1933  pursuant  to  Rule  504  promulgated  there  under.

Convertible  preferred stock.  In June 2000, the Company amended its articles of
incorporation  to allow for the creation of preferred stock and, pursuant to the
registration  exemption provided by Section 4(2) of the United States Securities
Act  of  1933  and  Rule 506 of Regulation D, offered for sale on a best efforts
basis  2,000,000  share of Series A convertible preferred stock at $5 per share.
Pursuant to the Preferred Stock Offering, 1,995,107 preferred shares were issued
in exchange for $9,975,535.  In connection with the offering and in exchange for
the  consulting and other services, the Company issued 366,737 common shares and
warrants to purchase 435,262 additional shares to a company in which an employee
of  the  Company  is  a  principal.  Additionally, a finder's fee was paid to an
individual.  He  was paid $48,500 in cash and received 9,976 warrants.  Starting
in June 2001, the Company made an offer to its preferred shareholders to convert
their  preferred  shares  into  common  shares at a rate of 1.1 shares of common
stock  for  each  share  of preferred stock.  This conversion offering continued
until  September  30, 2001.  Of the 1,995,107 preferred shares issued, 1,442,707
shares  were converted into 1,586,978 shares of common stock.  See "Common stock
issued  for  services" below for other offering costs paid with common stock and
warrants  of  the  Company.

See notes to financial statements.                                           33

<PAGE>

LAS VEGAS GAMING, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2001 AND 2000


Debt  repaid  with  common  stock  and  warrants.  During  2000,  a
stockholder/officer/director  loaned  the  Company $100,000 then later converted
the  debt  (plus  interest  at 8%) into 50,000 shares of common stock and 25,000
warrants  to purchase common stock at a price of $2.00 per share for five years.

In  addition,  others  converted  $60,000  of  debt into 20,000 shares of common
stock.

Stock  warrants and options.  The Company has from time to time granted warrants
and/or  options  to  employees and others in exchange for employment incentives,
capital-raising,  other  services,  and/or  in  conjunction  with  the  initial
capitalization  of  the  Company  and  product  acquisitions.

The Company established a stock option plan in 1998 (that was replaced in 2000).
For  all  options  issued,  the  exercise  price  was  established  at  the then
prevailing estimated fair value of the stock.  All options are fully vested when
issued.  Under  the  2000  plan,  options  to  purchase 50,000 and 42,550 common
shares  were  issued  to  officers  and  directors  in  2001  and  2000.

Also  during  2000,  a  former  officer  and  director agreed, at no cost to the
Company,  to  forfeit  vested  options  to  purchase  294,400  common  shares.

Since  there  has  been  no public market for the Company's stock, no volatility
factor  has  been considered in estimating the value of the options and warrants
granted  to employees and others for services and the related compensation.  The
principal  assumptions  selected  to  value  the options and warrants, using the
Black-Scholes option-pricing model for calculating the "minimum value," included
a  "risk-free" interest rate of 5%, expected option life of 4 to 10 years and no
expected  dividends.  Total  compensation  cost  recognized  in  operations from
grants  of  options  and  warrants  amounted to $243,600 and $50,500 in 2001 and
2000.

A  summary  of  option  and  warrant  activity  follows:


                 Shares Reserved for Options and
                  Warrants and Weighted Average
                    Exercise Price Per Share
                 -------------------------------
                      2001         2000
                 ------------  -----------
Beginning
balance           1,653,367     1,613,000
                      $1.33         $0.64
Granted             991,609       490,680
                      $3.51         $2.90
Exercised          (922,250)     (155,913)
                       0.53           .50
Forfeited                 0      (294,400)
                                     0.69
                               -----------
Ending balance    1,722,726     1,653,367
                      $3.01         $1.33
                 ============  ===========



The  weighted average exercise prices at December 31, 2001, 2000, 1999, and 1998
were  $3.01,  $0.95,  $0.64,  and  $0.50  respectively.

See notes to financial statements.                                           34

<PAGE>

LAS VEGAS GAMING, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2001 AND 2000


The  following  table  summarizes  stock  options  and  warrants  outstanding at
December  31,  2001:

<TABLE>
<CAPTION>
                                      Average                       Average
                          Number     Remaining        Number       Remaining
Exercise Price         Outstanding  Life in years   Exercisable   Life in years
---------------------  -----------  -------------  -------------  -------------
<S>                    <C>          <C>            <C>            <C>

Non-qualified options
     $0.50                 244,087          7.5         244,087          7.5
  Qualified options
     $3.00                  75,900          9.0          75,900          9.0
  Warrants
     $2.00                  38,000          5.0          38,000          5.0
     $3.00               1,192,752          8.0         370,950          3.0
     $5.00                  11,476          5.0          11,476          5.0
     $6.00                 160,511          5.0          32,102          5.0
                       -----------                 -------------

  Total                  1,722,726                      772,515
                       ===========                 =============

</TABLE>


Due  from  officers/shareholders.  The amount due from officers/shareholders, as
of  the  most  recent  balance  sheet  date  presented,  was  used  by  the
officers/shareholders  during  2001 to exercise all of their non-qualified stock
options  to purchase 630,000 shares of the Company's common stock.  Also, during
2001,  a  former  officer  was  loaned  $180,000  to exercise options to acquire
280,000  common  shares.  Subsequently,  the  Company reacquired from the former
officer  39,560  shares  in  satisfaction  of  the  loan.

The  accounts  receivable  are  due  in  2006  and bear interest at 5% annually.

6.     Commitments  and  contingencies:

Agreement.   The  Company  has  entered into agreements with a developer of keno
systems  for  the development of keno software and hardware required to play the
Company's  various  keno-based,  linked  and  progressive  high jackpot games in
exchange  for  $.04  per ticket issued (within certain limits).  At December 31,
2001,  the  Company  was  negotiating an arrangement with two bingo suppliers in
connection  with  its  proposed  game,  Nevada  Bingo.

Gaming  regulations and licensing.  On March 22, 2001, the Company's application
with  the  State  of Nevada to become an operator of inter-casino-linked systems
was  approved  by  the Nevada Gaming Control Commission.  From time to time, the
Company  will  seek  licensure in other gaming jurisdictions so that the Company
may  similarly participate in the gaming revenues produced by its customers from
its  products in those jurisdictions.  Failure to retain its Nevada licenses and
to obtain and retain the necessary licenses in other jurisdictions would prevent
the  Company  from  fully  implementing  its  business plans and have a material
adverse  effect  on  the  Company.

See notes to financial statements.                                           35

<PAGE>

LAS VEGAS GAMING, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2001 AND 2000


Progressive  jackpots.  The  Company  directly  and  /  or  indirectly purchases
insurance  to  fund  the  base progressive jackpots.  Any uninsured portion plus
increases to the progressive jackpot are funded through operations.  The Company
is ultimately liable for the entire jackpot once it is won.  The following table
illustrates  the  relationship  between  the Company's liability for progressive
jackpots  and its gross commitment at December 31, 2001 and related assumptions:


                                                    Progressive
                                                      Jackpot           Gross
                                                     Liability        Commitment
                                                   -------------     -----------
Present value of $5,000,000 base progressive
Jackpot, payable in 20 equal annual installments
Using a 5.48% discount rate, the prevailing
30-year Treasury bill rate                         $  3,156,552      $ 3,156,552

Less portion insured through:
     Conventional insurance providers                (2,900,000)
     Other participants                                (128,276)
                                                   -------------

Uninsured portion of base progressive jackpot           128,276

Present value of the $68,656 increase to
the progressive jackpot meter                            43,343           43,343
                                                   -------------     -----------

                                                   $    171,619      $ 3,199,895
                                                   =============     ===========

The  effect of changes in the prevailing Treasury bill rate is recognized in the
period  of  the  change.

7.  Income  taxes:

Because  the Company has not yet received a satisfactory level of operations, no
effect  has  been  given  in  the  financial statements to any future income tax
benefit  of  the  net  operating  loss  carryovers  (approximately  $3.5 million
expiring  through  2021)  accumulated  to  date.


See notes to financial statements.                                           36

<PAGE>


                                   SIGNATURES

In  accordance  with  Section  13  or  15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Las Vegas Gaming, Inc.


/s/ Russell Roth
----------------------------------------
By:  Russell Roth, President, CFO, CEO and Director
Date:     April 9, 2002

In  accordance  with  the  Securities  Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in the capacities
and  on  the  dates  indicated.


/s/ Russell Roth

-----------------------------------------
Russell Roth, President, CFO, CEO and Director
Date:     April 9, 2002


/s/ Gary Baldwin
-----------------------------------------
Gary Baldwin, Senior Vice President, and Director
Date:     April 9, 2002


/s/ Rich Irvine
-----------------------------------------
Rich Irvine, Director
Date:     April 9, 2002


/s/ Michael Cane
-----------------------------------------
Michael Cane, Director
Date:     April 9, 2002


                                       37