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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,  2002
                                    -------------------

[   ]   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  2002  were  $1,003,534

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,
2002  is:  $20,797,344

The number of shares of the issuer's Common Stock outstanding as of December 31,
2002  is  5,845,455.

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

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                                     PART I
                                     ------

ITEM  1.     DESCRIPTION  OF  BUSINESS

Las  Vegas  Gaming,  Inc.  and  subsidiaries (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",
"Nevada Bonanza" 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 known as The
Million  Dollar  Ticket(TM)) and bingo (Nevada Bingoand Nevada Bonanza) games in
Nevada  and Native American Casinos (American Numbers and American Bingo).  Less
attention will be focused on the LVGI table games, Match Pair Bingo and Poker as
the  marketing  and  placement  of  these  games  have  been  outsourced.

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.  Additional licenses have been received from
Oregon,  Nebraska,  Mississippi,  New  Mexico  and  Arizona.

Corporate  Organization  and  History

LVGI  was  incorporated pursuant to the laws of the State of Nevada on April 28,
1998,  and  has  two inactive subsidiaries, 100% owned Imagineering Gaming, Inc.
and  85%  owned  Las  Vegas  Keno,  Inc.

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 80 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  20  out of the 80 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
(5  rather  than  20)  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 a life
changing  event.


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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  Australia.

3.  Match  Pair  Bingo  and  Poker

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  at one U.S. military post.  To date, little
revenue  has  been  earned  in  this  joint  venture.

Software  Development

The  software  for  the  keno  games  described  herein  has  been, or is being,
developed  for  the  Company  by  Imagineering  Systems,  Inc.  (ISI).  ISI's
remuneration  is  on a case-by-case basis. For example, LVGI agreed to pay ISI a
fixed  amount  of  $.04 (within certain limits) per game ticket sold in exchange
for  developing  Nevada Numbers(TM)  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
the  public.  ISI's role is essentially a work-for-hire arrangement


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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 operating an ISI Image Plus Keno System.  ImagePlus users
currently  account  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: (i) the gaming products
produced,  (ii) LVGI itself, and (iii) 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.


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 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


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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  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.


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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 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  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.


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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 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.


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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 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


                                                                            8


<PAGE>


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 environment 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 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.




                                                                            9


<PAGE>




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 from time to time
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.


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
MegaBucks,  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.


                                                                            10


<PAGE>



Any  one  or a combination of events 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.

Employees

As of December 31, 2002, LVGI had nine employees (compared to 10 at December 31,
2001),  one of whom is an officer of the company.  LVGI plans to hire additional
financial  and  compliance  employees  in  the  near  future  including  a Chief
Financial  Officer  and  a  Compliance Officer.  Engineers will also be hired as
required.  However, new employees will be hired subject to LVGI's ability to pay
them  out  of  operating  cash  flow.

LVGI's  only  officer  is  Mr.  Russell  R. Roth, President, CEO, CFO, Chairman,
Secretary  and  Treasurer.

Gary  Baldwin  resigned  as  a  Director January 27, 2003 (see Item 12 - Certain
Relationships  and  Related  Transactions).

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  can be given that any such
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.

LVGI  owns  a  patent  for  a roulette game and is taking the necessary steps to
secure  intellectual property rights Nevada Bingo and Nevada Bonanza.  LVGI also
owns several other trademarks filed with the State of Nevada and the U.S. Patent
and  Trademark  Office  and  other  intellectual  property  that is protected by
federal  copyright  and  trade  secret  laws.

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

Research  and  Development  Expenditures

LVGI  has  engaged  in  minimal 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.



                                                                            11


<PAGE>



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 14, 2002. Business conducted
at  the  meeting  included  the  following  proposals:

     (1)  To  elect  four  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 18, 2002, were entitled to vote.  The
number  of  outstanding  shares at that time was 5,789,268 held by approximately
340  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, Cane 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.



                                                                            12


<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, 2002, there were 339 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.

During  2002, we converted 2,200 shares of our preferred stock into 2,420 shares
of  common  stock under an agreement with certain of our preferred shareholders.
These  shares were issued pursuant to Section 4(2) of the Securities Act of 1933
and  are  restricted  shares  as  defined  in  the  Act.

During  2002,  we  also  issued warrants to purchase 40,000 shares of our common
stock  at  an  exercise  price  of  $4.55 per share in exchange for certain game
rights.  These shares were issued pursuant to Section 4(2) of the Securities Act
of  1933  and  are  restricted  shares  as  defined  in  the  Act.

During  2002, we also issued 44,087 shares of our common stock upon the exercise
of  stock  options.


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 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
Australia.

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


                                                                            13


<PAGE>

Business  Development  Strategy  and  Plan  of  Operations

The  primary objective for LVGI in 2003 will be to bring its operating cash flow
to  a  positive  position.  In  order  to  achieve this, the Company has reduced
operating  expenses  dramatically.  Its  negative  monthly cash flow has dropped
from  approximately  $200,000  to  roughly  $60,000.

The Company also intends to continue its attempt to increase revenues from sales
related  to  its  Nevada  Numbers(TM)  game  (NN).  Over the past two years, the
Company  has  been  successful  in  launching  NN  by  placing  the  game  into
approximately  40  casinos. Management believes it is on track to have NN placed
in  80 casinos by the end of 2003. In order for NN to be more successful, ticket
sales  need  to  increase  significantly.  Mass advertising has had a measurable
impact  on  ticket  sales; however, the costs have out-weighted the benefits. In
2003,  the Company will target the on-site customers of its host casinos. In the
short-term,  revenues  from  NN,  by  itself,  will  not  support  the Company's
overhead.

In  addition,  the Company plans to increase revenues by rolling out several new
games,  including  the  Million  Dollar  Ticket(TM) (TMDT(TM)), Nevada Bingo and
Nevada  Bonanza.  LVGI plans to launch TMDT(TM) in the spring of 2003 and Nevada
Bingo  and  Nevada  Bonanza in the summer of 2003.  These games will be launched
over  the same communications network as NN and will also target Native American
casinos.   The  Company expects the new games to add to its revenues, as well as
to  enhance  the play of NN toward the end of 2003 and into 2004.  An additional
game  that  is expected to launch in the summer of 2003 is Nevada Bingo (NB), is
expected  to  be  ready  for  launch  this  summer.

An  additional  goal for 2003 will be to expand the NN family of games to Native
American  casinos.  While  it  is  doubtful  that  meaningful  revenue  will  be
generated  from  these  sources  in  2003,  the  Company  expects  to enter 2004
generating  revenues  from  these  non-Nevada  sources.

Another  area  of  focus will be income opportunities outside the United States.
Internet  keno  and  Internet bingo clubs are the most likely opportunities LVGI
will  be  looking  at  during  the  coming  year, along with possible markets in
Australia,  Central  and  South  America.  In each case, however, local partners
will  need  to  be  found  and  deals negotiated.  Management thus believes that
meaningful  revenue  is  unlikely from these opportunities during 2003, but will
attempt  to  set  a  foundation  for  2004.

LVGI  intends,  during  the first half of 2003, 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 the acquisition is consummated, then LVGI will be
in  the  additional  business  of manufacturing and distributing keno equipment.
LVGI's  strategic  plans  include identifying a similar acquisition candidate in
the  bingo  industry.

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)



                                                                            15


<PAGE>



game in approximately 40 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 and bingo-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.

5. Financing. LVGI plans another preferred stock offering in order to 1) be able
to  offer  its  new,  approved game - The Million Dollar Ticket, 2) continue the
build-out  of  its  Nevada  Numbers  network and 3) continue to expand in Native
American  casinos.  This  round  will  be similar to the earlier one in that the
funds  will  be  used  to  cover  only insured jackpots.  Management expects the
offering  to  begin in April or May of 2003.  An earlier effort by an investment
banking firm to raise up to $12 million from the issue of common stock failed to
attract  any  investors.

Critical  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 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 are



                                                                            15


<PAGE>


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.

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,  2002), 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.

Jackpot  reserve deposits.  As of December 31, 2002, LVGI had cash of $1,050,610
as  compared  to  $3,930,732  as of December 31, 2001.  LVGI had jackpot reserve
deposits  of  $4,079,806  as  of  December  31,  2002, and $3,602,920 of jackpot
reserve  deposits  as  of  December  31,  2001.  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.

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.

Results  of  Operations

In  2002,  LVGI  generated  $  1,003,534  in sales compared to $121,602 in 2001.
However,  during  the  same  period operating costs increased to $3,725,949 from
$2,179,779.  The  largest  increase in operating costs was incurred for selling,
general and administrative expenses.  Most of this increase was due to increased
staffing  and  increased  promotional expenses associated with NN.  In addition,
the  Company  reported depreciation and amortization expense of $293,460 in 2002
as  compared to $278,212 in 2001, primarily as a result of increasing the number
of  casinos  hosting  NN  from  6  to  34.

Agreement  with  Park  Place  Entertainment  Corporation

LVGI's  most  significant  agreement  is  its 5-year license agreement with Park
Place  Entertainment  Corporation  ("Park  Place")  dated  February  22,  2001,
renewable  in  5-year  increments  by mutual agreement at least 90 days prior to
expiration.  Under  this agreement, 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.  These sales provide the Company with
approximately  40%  of  its  revenues.

Similar  agreements have been entered into with 36 other Nevada-based casinos in
Las  Vegas,  Reno,  Laughlin,  Lake  Tahoe,  and  Fallon.



                                                                            16


<PAGE>

Related  Party  Agreements

1.  In  2001and  2002,  the  Company  loaned its directors and officers, Messrs.
Roth,  Baldwin  and  Maul  sufficient  funds to exercise all their non-qualified
stock  options  and  pay  the federal income tax due upon exercise.  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.  Interest  is  due  on the loans for the first four years.  At the end of
the  fifth  year  the  full  amount  of  the  loan  is  due  and  payable.

2.  In January of 2003, the Company entered into a separation agreement with Mr.
Baldwin  wherein  Mr.  Baldwin  received  a  cash payment of $30,000, contingent
future consideration of $30,000 and the right, under certain conditions, to have
the  Company  repurchase  up  to  75,000 common shares at prices up to $3.00 per
share.  These rights expire at various times through 2005. The transaction terms
were  determined  by  negotiation  between  the  parties.


Liquidity  and  Capital  Resources

As  of  December  31,  2002, the Company maintained $ 1,050,610 in cash and cash
equivalents  versus  $3,930,732  in  the  prior  year.  The decrease in the cash
balance is due to operating deficits and purchase of equipment and other assets.
Management  believes that its cash balances are sufficient to fund its operating
cash  flow  deficiencies  through  2003.

In  addition the Company is investing in keno equipment needed to operate Nevada
Numbers(TM).  This  expenditure  amounts  to approximately $10,000 per location.
Management expects to add approximately 50 locations during 2003.  The cash flow
requirements  for the incremental 50 casinos are expected to be relatively small
as  most  casinos currently targeted have Imagineering Image Plus keno equipment
or will be offering the games through equipment already in place in their sports
books.  Funds  made  available  as  a result of the preferred stock offering can
also  be  used  for  this  purpose.

The  Company  also intends to introduce new games on its existing platform.  The
incremental  operating  cost  of  the  new  games  is not significant except for
regulatory required jackpot reserve requirements expected to be funded by equity
financing.  The  roll-out  of  some  of  the new games may be deferred until the
equity  financing  has  been  secured.

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
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.



                                                                            17


<PAGE>

ITEM  7.     FINANCIAL  STATEMENTS

The  information  requested by this item is set forth in Item 13 of this Report.
LVGI  maintains  a  website, www.lvgi.com on which we post our most recent 10K's
                             ------------
and  10Q's.


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     56          CEO,  President,  CFO,  &  Director

Rich  Irvine          60          Director

Michael  Cane         48          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, he 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, he served as
Chief  Financial  Officer  of  Cessna  Aircraft  Company  where he 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.


Rich  Irvine.  Mr.  Irvine has been a director of Las Vegas Gaming since January
14,  2001  and  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/



                                                                            19


<PAGE>


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, he 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 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 book 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  one  employee,  Zak  Khal  V.P.  of Operations, who is not an
executive  officer  that  is  expected to make a significant contribution to the
business.




                                                                            20


<PAGE>

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      Known Failures
                                         of  Late    To File  a
Name and principal position              Reports     Required  Form
---------------------------------------------------------------------------
Russ  Roth,  CEO                            0               0
Gary  Baldwin,  Sec/Treas                   0               0
Richard  Irvine,  Director                  0               0
Michael  A.  Cane,  Director                0               0
---------------------------------------------------------------------------


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  TABLE

                    ----------------------------  ------------------------
                                          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,  2000      $0  47,500      0      0    46,500     0       0
R. Roth   Secretary, 2001  96,000       0      0      0         0     0       0
          Treasurer, 2002  96,000       0      0      0         0     0       0
          CEO, CFO
          and
          President


Gary G.   Director,  2000 48,000   7,500      0      0     4,400      0       0
Baldwin   Secretary  2001 84,000  25,000      0      0         0      0       0
          and        2002 71,750       0      0      0         0      0       0
          Treasurer


Rich      Director   2000      $0       0      0      0         0     0       0
Irvine               2001       0       0      0      0    25,000     0       0
                     2002       0       0      0      0         0     0       0


Michael              2000      $0       0      0      0         0     0       0
Cane      Director   2001       0       0      0      0    25,000     0       0
                     2002       0       0      0      0         0     0       0




                                                                            21


<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,  2002, and by the officers and
directors  of  LVGI  as  a group.  Except as otherwise indicated, all shares are
owned  directly.

<TABLE>
<CAPTION>

Title of             Name  and  Address    Amount  of            Percent
Class                of Beneficial Owner   Beneficial Ownership  of Class
---------------      -------------------   --------------------  --------
<S>                  <C>                    <C>                   <C>
Common Stock         Gary Baldwin
                     305 La Plata Place.
                     Boulder City, NV 89005  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.

Title of             Name  and  Address    Amount  of            Percent
Class                of Beneficial Owner   Beneficial Ownership  of Class
---------------      -------------------   --------------------  --------
Common Stock         Russell R. Roth
                     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 (3 persons)
</TABLE>



                                                                            22


<PAGE>


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

<TABLE>
<CAPTION>


                                                                        Partially Fully
                                                            12/31/2002  diluted  diluted
----------------------------------------------------------------------------------------

              COMMON      OPTIONS            WARRANTS       TOTAL       % (1)   % (2)
------------  ----------  -----------------  -------------  ----------  ------  ------
<S>           <C>         <C>                <C>            <C>         <C>     <C>
RUSS ROTH        789,177             21,500         25,000    835,677   14.18%  10.28%
------------  ----------  -----------------  -------------  ----------  ------  ------
GARY BALDWIN     481,933              4,400              0    486,333    8.31%   5.98%
------------  ----------  -----------------  -------------  ----------  ------  ------
MICHAEL CANE       3,500             25,000              0     28,500    0.49%   0.35%
------------  ----------  -----------------  -------------  ----------  ------  ------
RICH IRVINE            0             25,000              0     25,000    0.43%   0.31%
------------  ----------  -----------------  -------------  ----------  ------  ------
TOTAL          1,274,610             75,900         25,000  1,375,510   23.41%  16.92%
------------  ----------  -----------------  -------------  ----------  ------  ------
</TABLE>

(1) Based on a denominator of 5,845,455 shares of common stock outstanding as of
December  31,  2002,  plus  the particular beneficial owner's issued options and
warrants  that  were  exercisable  within  60  days.
(2)  Based  on  a  denominator of 8,131,464 shares, which include all the common
stock  outstanding as of December 31, 2002, plus all the issued preferred stock,
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.  In  2001and  2002,  the  Company  loaned  Messrs.  Roth,  Baldwin  and  Maul
sufficient  funds  to exercise all their non-qualified stock options and pay the
federal  income tax due upon exercise.  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.  Interest is due on the loans
for  the  first four years.  At the end of the fifth year the full amount of the
loan  is  due  and  payable.

2.  After  the  reported  year,  the Company entered into a separation agreement
with  Mr.  Baldwin  wherein  Mr.  Baldwin  received  a  cash payment of $30,000,
contingent  future  consideration  of  $30,000  and  the  right,  under  certain
conditions,  to have the Company repurchase up to 75,000 common shares at prices
up  to  $3.00  per  share.  These  rights  expire at various times through 2005.



                                                                            23

<PAGE>



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  #1  above.  The  Company  also  paid  Mr.  Maul  $36,000 in exchange for the
cancellation  of  the  last  12,250  options  he  owned.

4.  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.  No options were granted in
2002.




                                                                            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, 2002 and 2001,
       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  February  6,  2003,  LVGI filed Form 8-K to report the resignation of
Gary  Baldwin  as  a  Director.

(c)  Exhibits

99.1          Certification  of  Chief  Executive  Officer  and Chief Financial
              Officer  pursuant  to  pursuant  to  18  U.S.C.  Section 1350, as
              adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
              (6)
              ------------------------------------------------------------------


ITEM  14.     CONTROLS  AND  PROCEDURES.

As  required  by  Rule  13a-15  under  the  Securities Exchange Act of 1934 (the
"Exchange Act"), we carried out an evaluation of the effectiveness of the design
and operation of our disclosure controls and procedures within the 90 days prior
to  the  filing  date of this report.  This evaluation was carried out under the
supervision  and with the participation of our Chief Executive Officer and Chief
Financial  Officer,  Mr. Russell R. Roth.  Based upon that evaluation, our Chief
Executive  Officer  and  Chief  Financial  Officer concluded that our disclosure
controls  and procedures are effective in timely alerting management to material
information  relating to us required to be included in our periodic SEC filings.
There  have  been  no  significant  changes in our internal controls or in other
factors that could significantly affect internal controls subsequent to the date
we  carried  out  our  evaluation.

Disclosure  controls  and  procedures are controls and other procedures that are
designed  to  ensure that information required to be disclosed our reports filed
or  submitted  under  the  Exchange  Act  is recorded, processed, summarized and
reported,  within  the  time  periods  specified  in the Securities and Exchange
Commission's  rules  and  forms.  Disclosure  controls  and  procedures include,
without  limitation, controls and procedures designed to ensure that information
required  to  be  disclosed  in  our  reports  filed  under  the Exchange Act is
accumulated  and  communicated  to  management,  including  our  Chief Executive
Officer  and  Chief  Financial  Officer,  to  allow  timely  decisions regarding
required  disclosure.



                                                                            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, 2002 and 2001, 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, 2002 and 2001, 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.



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


March  24,  2003
LAS  VEGAS,  NEVADA


See  notes  to  financial  statements.



<PAGE>

LAS  VEGAS  GAMING,  INC.  AND  SUBSIDIARY
BALANCE  SHEET
DECEMBER  31,  2002  AND  2001
================================================================================

<TABLE>
<CAPTION>


                           ASSETS                  2002      2001
                                                   -----     -----
<S>                                          <C>           <C>
Current assets
Cash                                         $ 1,050,610   $ 3,930,732
Accounts receivable, net of allowance             65,877        16,786
Parts inventory                                  101,734       130,513
Prepaid expenses                                 127,062        23,622
Jackpot reserve deposits                       4,079,806     3,602,920
                                             ------------  ------------
                                               5,425,089     7,704,573
Equipment and software,
net of accumulated depreciation                  623,031       508,423
Other assets
Trademarks, copyrights, patents an
d other intangibles, net of accumulated
amortization of $269,500 and $441,500 (TO)       143,682       162,500
Due from officers                                 60,026        34,017
Deposits and other                                45,152        16,754
                                             ------------  ------------
                                             $ 6,296,980   $ 8,426,267
                                             ============  ============
LIABILITIES AND STOCKHOLDERS'
Current liabilities
Accounts payable                             $    69,194   $    53,039
Progressive jackpot liability                    537,415       171,619
                                             ------------  ------------
                                                 606,609       224,658
                                             ------------  ------------
Stockholders' equity
Convertible preferred stock, $.001 par,
5,000,000 shares authorized, 541,400
 and 552,400 shares issued and outstanding           541           552
Common stock,$.001 par, 25,000,000 shares
 authorized, 5,845,455 and
5,789,268 shares issued and outstanding            5,845         5,789
Additional paid-in capital                    12,214,184    12,121,104
Due from officers and stockholders              (420,000)     (420,000)
Deficit                                       (6,110,199)   (3,505,836)
                                             ------------  ------------
                                               5,690,371     8,201,609
                                             ------------  ------------
                                             $ 6,296,980   $ 8,426,267
                                             ============  ============


</TABLE>



<PAGE>

LAS  VEGAS  GAMING,  INC.  AND  SUBSIDIARY
STATEMENTS  OF  OPERATIONS
YEARS  ENDED  DECEMBER  31,  2002  AND  2001
================================================================================
<TABLE>
<CAPTION>



                                            2002          2001
                                        ------------  ------------
<S>                                     <C>           <C>
Sales                                   $ 1,003,534   $   121,602
                                        ------------  ------------
Operating costs and expenses


Gaming operations                         1,671,170       581,378
Selling, general, and administrative      1,564,554     1,255,301
Research and development                    196,765        64,888
Depreciation and amortization               293,460       278,212
                                        ------------  ------------
                                          3,725,949     2,179,779
                                        ------------  ------------
Loss from operations                     (2,722,415)   (2,058,177)
Other income (expense)
Interest income                             118,052       305,572
Net loss                                $(2,604,363)  $(1,752,605)
                                        ============  ============

Net loss per share, basic and diluted   $     (0.45)  $     (0.41)
                                        ============  ============
Weighted average shares outstanding,
 basic and diluted                      $ 5,830,894   $ 4,271,337
                                        ============  ============
</TABLE>



See  notes  to  financial  statements.

<PAGE>


LAS  VEGAS  GAMING,  INC.  AND  SUBSIDIARY
STATEMENTS  OF  STOCKHOLDERS'  EQUITY
YEARS  ENDED  DECEMBER  31,  2002  AND  2001
================================================================================

<TABLE>
<CAPTION>



                             Preferred     Common        Additional  Due from
                             stock         stock         paid-in     officers
                             par value     par value     capital     /shareholders   Deficit
                             -----------------------------------------------------------------
<S>                           <C>          <C>           <C>             <C>            <C>

Balance, January 1, 2002     $  552     $  5,789         $  12,121,104   $  (420,000)  $ (3,505,836)
Net  loss                                                                                (2,604,363)
Warrants  issued  to  purchase
game rights                                                     46,400
Stock-based compensation                                        24,670
Stock  options  exercised  for
44,000 common shares                          44                22,000
Conversion  of  2,200  preferred
shares to 2,420 common shares  (11)           12                    (1)
                             ----------------------------------------------------------------------
Balance, December 31, 2002   $     541     $  5,845         $ 12,214,173 $  (420,000)  $(6,110,199)
                             ======================================================================


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  for
910,000  common  shares,
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/cancellation  of  39,560
from a former officer/shareholder               (38)            (179,962)    180,000
Receivable  cancellation  /  officer
compensation                                                                  10,000
                             ----------------------------------------------------------------------

Balance, December 31, 2001     $  552     $   5,789        $  12,121,104 $  (420,000) $ (3,505,836)
                             ======================================================================

</TABLE>



See  notes  to  financial  statements.




<PAGE>

LAS  VEGAS  GAMING,  INC.  AND  SUBSIDIARY
STATEMENTS  OF  CASH  FLOWS
YEARS  ENDED  DECEMBER  31,  2002  AND  2001
================================================================================


                                             2002          2001
                                         ------------  ------------
Operating activities
Net cash used in operating activities    $(2,063,632)  $(1,256,781)
                                         ------------  ------------
Investing activities
Jackpot reserve (deposits) withdrawals      (476,886)      397,080
Purchase of property and equipment          (342,235)     (427,444)
Loss on asset dispositions                    13,367
Purchase of intangible assets                 (6,782)      (50,000)
                                         ------------  ------------
Net cash used in investing activities       (812,536)      (80,364)
Financing activities
Loans extended, officers/shareholders        (26,009)     (430,000)
Collection of loans extended,
related parties                                             10,000
Sale of common stock                          22,044
Sale of convertible preferred stock                      4,890,035
Proceeds from stock options
 exercised                                                 610,000
Cash offering costs                                       (314,385)
Cancellation of treasury stock                            (180,000)
                                         ------------  ------------
Net cash provided by financing
 activities                                   (3,954)    4,585,650
                                         ------------  ------------
Net increase  in cash                     (2,880,122)    3,248,505
Cash, beginning of year                    3,930,732       682,227
                                         ------------  ------------
Cash, end of year                        $ 1,050,610   $ 3,930,732
                                         ============  ============
Reconciliation of net loss to net
cash used in operating activities
Net loss                                 $(2,604,363)  $(1,752,605)
Depreciation and amortization                286,260       278,211
Stock-based compensation                      24,681       243,600
Increase or decrease operating (assets)
 liabilities
    Jackpot liability                        365,796
    Accounts receivable                      (49,091)      (23,813)
    Parts inventory                           28,779      (130,513)
    Prepaid expenses                        (103,440)      171,619
    Other                                    (28,398)          174
    Accounts payable                          16,155       (43,454)
Net cash used in operating activities    $(2,063,632)  $(1,256,781)
                                         ============  ============
Non-cash investing and
financing activities
Exercise of officer options
 financed by the Company                                $   610,000
Treasury stock acquired reducing
officer obligation                                         (180,000)
Conversion of preferred stock
 into common stock                                            1,587
Warrants issued to acquire
game rights                              $   (46,400)




See  notes  to  financial  statements.

<PAGE>

LAS  VEGAS  GAMING,  INC.  AND  SUBSIDIARY
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2002  AND  2001
================================================================================


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).  The  United  States  is involved in a war against terrorism
that  is likely to continue to have far-reaching effects on economic activity in
the  country  for an indeterminate period. The near- and long-term impact on the
Nevada  and  US  economy  and the Company's business cannot be predicted at this
time  but may be substantial. 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. 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
more",  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  (American  Numbers) in Native American 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,
2002,  the  Company had installed Nevada Numbers in 32 casinos in Nevada and had
contracts  to  install  eight  more.

Other  games.  The Company also has other games including Nevada Bonanza, 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 Australia
and  third  world  countries.  The Company has organized an 85%-owned Panamanian
subsidiary  to  pursue  these activities in that country.  The Subsidiary had no
operations  through  December  31,  2002.  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 emerged from its development stage in
2001  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  2002,  approximately 40% of its revenues were from one customer
in Nevada related to its Nevada Numbers game.  In 2001, approximately 80% of its
revenues  came  from  this  same  customer.  This concentration will decrease as
Nevada Numbers expands to more Nevada casinos and a variation of it expands into


Native  American  casinos.

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.

<PAGE>

2.     Summary  of  significant  accounting  policies:

Principles  of consolidation.  The consolidated financial statements include the
accounts  of  Las  Vegas  Gaming, Inc. and its inactive 85%-owned subsidiary, LV
Keno,  Inc.,  a  Panama corporation.  All significant inter-company transactions
and  balances  have  been  eliminated  in  consolidation.

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.   There has
been no material impact on the Company's 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.

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  utilizes 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 $
633,039  and  $192,111  for  2002  and  2001,  respectively.

Reclassifications.  Certain  amounts,  as  previously  reported,  have  been
reclassified  to  conform  with  the  current  year  presentation.




<PAGE>


3.     Jackpot  reserve  deposits:

At  December  31, 2002 and 2001, $4,079,806 and $3,602,920 of the Company's cash
is  set  aside and restricted 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,
these  funds  are  omitted  from  cash.

4.     Equipment  and  software:

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

                                                              2002         2001
                                                        ------------------------
                 Software                                $  206,695  $  195,887
                 Production equipment                       815,667     511,977
                 Equipment, furniture, and fixtures         155,044     133,484
                                                        ------------------------
                                                          1,777,416     841,348
                   Less accumulated depreciation            554,385    (352,925)
                                                        ------------------------
                                                         $   623,031  $  508,423
                                                        ------------------------

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 settled 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 qualified investors
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.

<PAGE>



Convertible  preferred stock.    Pursuant to the registration exemption provided
by  Section  4(2)  of  the  United States Securities Act of 1933 and Rule 506 of
Regulation  D,  the  Company  offered for sale on a registration exempt and best
efforts basis 2,000,000 shares 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
(and/or  the  employees  thereof)  in  which  an  employee  of  the Company is a
principal.  Additionally,  a  finder's fee was paid to an individual, consisting
of  $48,500  in  cash  and  warrants  to  purchase 9,976 shares of common stock.
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,
1,453,707  shares  were  converted  into  1,599,078 shares of common stock.  See
"Common  stock  issued  for  services"  below for other offering costs paid with
common  stock  and  warrants  of  the  Company.

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 under either plan, 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 0 and 50,000
common  shares  were  issued  to  officers  and  directors  in  2002  and  2001.


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 $24,670 and $243,600 in 2002 and
2001.

A  summary  of  option  and  warrant  activity  follows:

                      Shares Reserved for Options and
                      Warrants and Weighted Average
                      Exercise Price Per Share
                          2002        2001
                      ------------------------
Beginning balance     1,527,463     1,348,237
                      $    3.62     $    0.95
Granted                 261,263     1,101,476
                      $    4.55     $    3.39
Exercised               -44,087      -922,250
                      $    0.50     $    0.57
Forfeited                     0             0
                              0             0
Ending balance        1,744,639     1,527,463
                      $    3.84     $    3.62
                      ========================



<PAGE>


The  weighted  average exercise prices at December 31, 2002, and 2001 $3.84, and
$3.62  respectively.

The  following  table  summarizes  stock  options  and  warrants  outstanding at
December  31,  2002:
                                                                      Average
                                         Average                      Remaining
                           Number        Remaining       Number       Life  in
Exercise  Price            Outstanding   Life  in  years Exercisable  years
Non-qualified  options
             $0.50            244,087       6.5            244,087         6.5

Qualified  options
             $3.00             75,900       8.0             75,900         8.0

Warrants
             $2.00             38,000       4.0             38,000         4.0
             $3.00          1,287,504       7.0            356,950         7.0
             $4.55             53,500       5.0             13,500         4.0
             $5.00             11,476       4.0             11,476         4.0
             $6.00            160,511       4.0             44,102         4.0

     Total                  1,870,978                      784,015
                            =========                      =======

Due from officers/stockholders.  The amount due from officers/stockholders arose
during  2001  from  the  exercise  of  their non-qualified stock options for the
purchase  of 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 and the Company later reacquired from the former officer 39,560 shares in
satisfaction  of  the  loan.


The  receivables  which are deductible from stockholders' equity are due in 2006
and  bear  interest  at  5%  annually.


Recently,  the  Company  entered  into  a  separation  agreement with one of the
officer/stockholders.  The  terms  of  the  agreement included an immediate cash
payment  to the officer/stockholder of $30,000 and the right of the stockholder,
under  certain  conditions,  to require the Company to repurchase from him up to
75,000  common  shares  at  prices  ranging up to $3.00 per share.  These rights
expire  at  various  times  through  2005.


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). The Company also
purchased inventory from the developer and included $96,000 in pre-paid expenses
that  will  be  applied to future purchases of this inventory.  In addition, the
Company  is  negotiating  the acquisition of the developer, although there is no
assurance  that  the  acquisition  will  be  consummated.


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 State 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

<PAGE>


licenses  in  other  jurisdictions  would  prevent  the  Company  from  fully
implementing  its business plans and could have a material adverse effect on the
Company.

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, 2002, 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  4.91%  discount  rate,  the  prevailing
20-year  Treasury  Bill  rate                         $3,293,613    $3,293,613

Less  portion  insured  through:
     Conventional  insurance  providers               (2,900,000)
     Other  participants                                (196,807)
                                                       ----------
Uninsured  portion  of  base  progressive  jackpot       196,807

Present  value  of  the  $517,074  increase  to
the  progressive  jackpot  meter                         340,608       340,608
                                                       -----------------------

                                                      $  537,415    $3,634,221
                                                       =======================

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,
realization  of  any  future  income  tax  benefit  of  the  net  operating loss
carryovers  accumulated  to date is not more likely than not.  Therefore, it has
been  effectively  reduced  by  a  100%  valuation  allowance.

<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,  Principal  Executive  and Principal
Financial  Officer,  Secretary,  Treasurer  and  Director
Date:     March  31,  2003

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,  Secretary,  Treasurer  and  Director
Date:     March  31,  2003




/s/ Rich  Irvine
-----------------------------------------
Rich  Irvine,  Director
Date:     March  31,  2003


/s/ Michael  Cane
-----------------------------------------
Michael  Cane,  Director
Date:     March  31,  2003



<PAGE>


                                 CERTIFICATIONS

I,  RUSSEL  R.  ROTH, Chief Executive Officer and Chief Financial Officer of Las
Vegas  Gaming,  Inc.  (the  "Registrant"),  certify  that:

(1)  I have reviewed this annual report on Form10-KSB of Las Vegas Gaming, Inc.;

(2)  Based  on  my  knowledge,  this  annual  report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  annual  report;

(3)  Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included in this annual report, fairly present in all material
     respects  the  financial condition, results of operations and cash flows of
     the Registrant as of, and for, the periods presented in this annual report;

(4)  The  Registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules  13a-14  and  15d-14) for the Registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  Registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is  being  prepared;

     b)   evaluated  the  effectiveness  of the Registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  annual  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  annual  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

(5)  The  Registrant's  other certifying officers and I have disclosed, based on
     our  most  recent  evaluation,  to  the Registrant's auditors and the audit
     committee  of  Registrant's  board  of directors (or persons performing the
     equivalent  functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the Registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  Registrant's auditors any material weaknesses in
          internal  controls;  and

     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the Registrant's internal
          controls;  and

<PAGE>

(6)  The  Registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether  or  not there were significant changes in internal
     controls  or  in  other  facts  that  could  significantly  affect internal
     controls  subsequent  to  the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


Date:   March  31,  2003      /S/ Russell  R.  Roth
                              ----------------------------
                              Russell  R.  Roth
                              President,  Secretary  and  Treasurer,
                              Principal  and  Chief  Executive  and
                              Financial  Officer