UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934

       Date of Report (Date of earliest event reported) September 2, 2004
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                       Gaming & Entertainment Group, Inc.
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               (Exact name of Registrant as specified in charter)

                                      Utah
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                 (State or other jurisdiction of incorporation)

               000-28399                                59-1643698
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       (Commission File Number)              (IRS Employee Identification No.)

     6757 Spencer St., Las Vegas, NV                             84119
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(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number, including area code          (702) 407-2471
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          (Former name or former address, if changed since last report)



Item  1.01 Entry into a Material Definitive Agreement.

      On  September  2,  2004,  Gaming  &  Entertainment  Group,  Inc.,  a  Utah
corporation  (the  "Company"),  entered into a Senior  Secured  Bridge Note (the
"Bridge  Note") in the amount of  $750,000  with GEG  Holdings,  LLC, a Delaware
limited liability  company ("GEG  Holdings").  The Bridge Note matures on August
30, 2009.

      The terms of the Bridge  Note  provide  for the  funding to occur in three
tranches.  The first  funding of $250,000  occurred on  September  2, 2004.  The
second  and third  tranches,  each in the  amount of  $250,000,  subject  to the
satisfaction of certain conditions,  will be funded on October 1 and November 1,
2004. The Bridge Note is secured by a perfected first priority security interest
in all of the intellectual property assets of the Company.

      The outstanding  principal  amount of the Bridge Note accrues  interest at
the Federal Funds  Effective Rate of Interest  (currently  1.5%), in effect from
time to time,  plus six  percent  (6%) per annum and accrues  semi-annually,  in
arrears,  on December 1, 2004 and on each June 1 and December 1 thereafter (each
an  "Interest  Payment  Date").  The Bridge Note does not require the Company to
make cash interest  payments  until  maturity.  Interest will be payable in cash
only at maturity or, at the option of GEG Holdings,  (A) by the issuance on each
Interest  Payment Date of an immediately  exercisable  five (5) year warrant (an
"Interest  Warrant") to purchase shares of a new class of convertible  preferred
stock (the "Convertible  Preferred  Stock"),  for an exercise price per share of
the  lesser of (i) the  average of the  closing  market  price of the  Company's
common stock, par value $.01 per share (the "Common Stock"), for the thirty (30)
days prior to the  applicable  Interest  Payment Date, but in any event not less
than  $0.40 per  share,  and (ii)  $0.54  per  share,  that  number of shares of
Convertible  Preferred Stock equal to the interest  payment then due, rounded up
to the nearest share; or (B) by the issuance on any subsequent  Interest Payment
Date of an Interest Warrant, on the then fully accrued amount.

      The Convertible Preferred Stock, upon issuance,  would, among others, have
the following rights,  preferences and privileges:  (i) a liquidation preference
of $0.60 per share;  (ii) no  dividends;  (iii) be  convertible  into  shares of
Common  Stock on a  one-to-one  basis;  (iv) rank senior to all other  series of
preferred stock outstanding;  (v) include full ratchet anti-dilution protection;
(vi) right of first refusal with respect to any equity or convertible securities
issued by the  Company;  (vii) four  immediate  demand  registration  rights and
unlimited  customary  "piggy-back"  rights; and (viii) certain protective voting
rights.



                                   SIGNATURES

      Pursuant  to the  requirements  of the  Securities  Exchange  Act of 1934,
Gaming & Entertainment  Group,  Inc. has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

Dated:  September 9, 2004                    Gaming & Entertainment Group, Inc.

                                             By:  /s/ Gregory L. Hrncir
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                                                  Gregory L. Hrncir, President