GAMING & ENTERTAINMENT GROUP INC 3

3 · GAMING & ENTERTAINMENT GROUP INC · Filed Dec 20, 2004

Form 3

Period: 2004-12-08

10% Owner

Holdings

Equity Warrant
(indirect: See footnote)
Exercise: $0.60From: 2004-12-08Exp: 2009-12-08→ Common Stock, par value $.01 per share (8,000,000 underlying)
Debt Warrant
(indirect: See footnote)
Exercise: $0.54From: 2004-12-08Exp: 2009-12-08→ Common Stock, par value $.01 per share (3,703,703 underlying)
Common Stock, par value $.01 per share
(indirect: See footnote)
948,966
Option to Buy from Certain Stockholders
(indirect: See footnote)
Exercise: $0.60From: 2004-12-08Exp: 2007-12-31→ Common Stock, par value $.01 per share (7,500,000 underlying)

Footnotes (3)

[F1]The securities are held by Cantor G&W (Nevada), L.P. Cantor G&W (Nevada), L.P's general partner is Cantor G&W (Nevada), LLC, whose managing member is Cantor G&W, L.P., whose general partner is Cantor G&W Holdings, LLC, of which Howard W. Lutnick is the sole member. Each of the above entities are filing separate Form 3 for their indirect ownership of the shares covered hereby. The Reporting Person disclaims beneficial ownership of all shares in excess of its pecuniary interest, if any, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
[F2]The per share exercise price of the Debt Warrant is the lesser of $0.54 per share and the average closing sales price of the Common Stock 30 days prior to the exercise, but in no event less than $0.40 per share. The number of shares is based on assumed per share purchase price of $0.54.
[F3]The per share exercise price of $0.60 shall be in effect until 12-31-05, from 1-1-06 to 12-31-06 the per share exercise price shall be increased to $0.80 per share and from 1-1-07 to 12-31-07 the per share exercise price shall be $1.00.

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