UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(A) AND AMENDMENTS THERETO FILED PURSUANT RULE 13D-2(A) (AMENDMENT NO. __) (1) GAMING & ENTERTIANMENT GROUP, INC. ---------------------- (NAME OF ISSUER) COMMON STOCK, PAR VALUE $.01 PER SHARE ------------------------------ (TITLE OF CLASS OF SECURITIES) 656541208 ------------- (CUSIP NUMBER) STEPHEN M. MERKEL CANTOR G&W (NEVADA), L.P. 135 EAST 57TH STREET NEW YORK, NEW YORK 10022 WITH A COPY TO: CLIFFORD A. BRANDEIS ZUKERMAN GORE & BRANDEIS, LLP 875 THIRD AVENUE 28TH FLOOR NEW YORK, NEW YORK 10022 212-223-6700 ---------------------------------------------------------- (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS) DECEMBER 8, 2004 ------------------------------------------------------- (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: [ ] Note: Schedules filed in paper format shall include a signed original and five copies of the schedule including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. --------------------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). PAGE 1 OF 16 SEQUENTIALLY NUMBERED PAGES CUSIP NO. 656541208 13D PAGE 2 OF 16 PAGES -------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS: CANTOR G&W (NEVADA), L.P. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] -------------------------------------------------------------------------------- (3) SEC USE ONLY -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS* WC -------------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] -------------------------------------------------------------------------------- (6) CITIZEN OR PLACE OF ORGANIZATION: NEVADA -------------------------------------------------------------------------------- NUMBER OF SHARES (7) SOLE VOTING BENEFICIALLY OWNED POWER 20,152,669 BY EACH REPORTING PERSON WITH ------------------------------------------------------ (8) SHARED VOTING POWER ------------------------------------------------------ (9) SOLE DISPOSITIVE POWER 20,152,669 ------------------------------------------------------ (10) SHARED DISPOSITIVE POWER -------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,152,669 -------------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.6% -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON PN -------------------------------------------------------------------------------- CUSIP NO. 656541208 13D PAGE 3 OF 16 PAGES -------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS: CANTOR G&W (NEVADA), LLC S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] -------------------------------------------------------------------------------- (3) SEC USE ONLY -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS* WC -------------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] -------------------------------------------------------------------------------- (6) CITIZEN OR PLACE OF ORGANIZATION: DELAWARE -------------------------------------------------------------------------------- NUMBER OF SHARES (7) SOLE VOTING BENEFICIALLY OWNED POWER 20,152,669 (All shares beneficially BY EACH REPORTING owned directly by Cantor G&W (Nevada), L.P.) PERSON WITH ------------------------------------------------------ (8) SHARED VOTING POWER ------------------------------------------------------ (9) SOLE DISPOSITIVE POWER 20,152,669 (All shares beneficially owned directly by Cantor G&W (Nevada), L.P.) ------------------------------------------------------ (10) SHARED DISPOSITIVE POWER -------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,152,669 -------------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.6% -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON OO -------------------------------------------------------------------------------- CUSIP NO. 656541208 13D PAGE 4 OF 16 PAGES -------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS: CANTOR G&W, L.P. S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] -------------------------------------------------------------------------------- (3) SEC USE ONLY -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS* WC -------------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] -------------------------------------------------------------------------------- (6) CITIZEN OR PLACE OF ORGANIZATION: DELAWARE -------------------------------------------------------------------------------- NUMBER OF SHARES (7) SOLE VOTING BENEFICIALLY OWNED POWER 20,152,669 (All shares beneficially BY EACH REPORTING owned directly by Cantor G&W (Nevada), L.P.) PERSON WITH ------------------------------------------------------ (8) SHARED VOTING POWER ------------------------------------------------------ (9) SOLE DISPOSITIVE POWER 20,152,669 (All shares beneficially owned directly by Cantor G&W (Nevada), L.P.) ------------------------------------------------------ (10) SHARED DISPOSITIVE POWER -------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,152,669 -------------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.6% -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON PN -------------------------------------------------------------------------------- CUSIP NO. 656541208 13D PAGE 5 OF 16 PAGES -------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS: CANTOR G&W HOLDINGS, LLC S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] -------------------------------------------------------------------------------- (3) SEC USE ONLY -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS* WC -------------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] -------------------------------------------------------------------------------- (6) CITIZEN OR PLACE OF ORGANIZATION: DELAWARE -------------------------------------------------------------------------------- NUMBER OF SHARES (7) SOLE VOTING BENEFICIALLY OWNED POWER 20,152,669 (All shares beneficially BY EACH REPORTING owned directly by Cantor G&W (Nevada), L.P.) PERSON WITH ------------------------------------------------------ (8) SHARED VOTING POWER ------------------------------------------------------ (9) SOLE DISPOSITIVE POWER 20,152,669 (All shares beneficially owned directly by Cantor G&W (Nevada), L.P.) ------------------------------------------------------ (10) SHARED DISPOSITIVE POWER -------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,152,669 -------------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.6% -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON OO -------------------------------------------------------------------------------- CUSIP NO. 656541208 13D PAGE 6 OF 16 PAGES -------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSONS: HOWARD W. LUTNICK S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER (a) [ ] OF A GROUP (b) [ ] -------------------------------------------------------------------------------- (3) SEC USE ONLY -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS* WC -------------------------------------------------------------------------------- (5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] -------------------------------------------------------------------------------- (6) CITIZEN OR PLACE OF ORGANIZATION: DELAWARE -------------------------------------------------------------------------------- NUMBER OF SHARES (7) SOLE VOTING BENEFICIALLY OWNED POWER 20,152,669 (All shares beneficially BY EACH REPORTING Owned directly by Cantor G&W (Nevada), L.P.) PERSON WITH ------------------------------------------------------ (8) SHARED VOTING POWER ------------------------------------------------------ (9) SOLE DISPOSITIVE POWER 20,152,669 (All shares beneficially Owned directly by Cantor G&W (Nevada), L.P.) ------------------------------------------------------ (10) SHARED DISPOSITIVE POWER -------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,152,669 -------------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 65.6% -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON IN -------------------------------------------------------------------------------- CUSIP NO. 656541208 13D PAGE 7 OF 16 PAGES ITEM 1. SECURITY AND ISSUER This Statement on Schedule 13D (this "Schedule 13D") relates to the shares of common stock, par value $.01 per share (the "Common Stock"), of Gaming & Entertainment Group, Inc., a Utah corporation (the "Company"). The principal executive offices of the Company are located at 6757 Spencer Street, Las Vegas, Nevada 89119. ITEM 2. IDENTITY AND BACKGROUND This Schedule 13D is being filed pursuant to a Joint Filing Agreement (attached as Exhibit 1 and incorporated herein by reference) by (i) Cantor G&W (Nevada), L.P., a Nevada limited partnership ("Nevada LP"); (ii) Cantor G&W (Nevada), LLC, a Delaware limited liability company ("Delaware LLC"); (iii) Cantor G&W, L.P., a Delaware limited partnership ("Delaware LP"); (iv) Cantor G&W Holdings, LLC, a Delaware limited liability company ("Holdings LLC"); and (v) Howard W. Lutnick, a U.S. citizen and the sole member of Holdings LLC (together with Nevada LP, the Delaware LLC, Delaware LP and Holdings LLC, collectively referred to as the "Reporting Persons"). (vi) The principal business of Nevada LP is the pursuit of opportunities in the gaming business. Delaware LLC, Delaware LP and Holdings LLC are holding companies for Nevada LP and have no other business. Mr. Lutnick's principal occupation is serving as Chairman, President and Chief Executive Officer of Cantor Fitzgerald, L.P. and as Chairman and Chief Executive Officer of eSpeed, Inc. The principal place of business of each Reporting Person is 135 East 57 Street, New York, New York 10022. Delaware LLC is the general partner of Nevada LP. Delaware LP is the managing member of Delaware LLC. Holding LLC is the general partner of Delaware LP. Mr. Lutnick is the sole member of Holding LLC. None of the Reporting Persons has during the last five (5) years been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or State securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Shares of Common Stock acquired to date were, and it is expected that any shares to be acquired by the Reporting Persons in the future will be, purchased with working capital. CUSIP NO. 656541208 13D PAGE 8 OF 16 PAGES ITEM 4. PURPOSE OF TRANSACTION On December 8, 2004, Nevada LP and the Company entered into a Loan Facility and Investment Agreement (the "Investment Agreement") pursuant to which Nevada LP has agreed to provide up to $2 million in senior secured debt financing to the Company. In connection with the transaction, the Company issued certain warrants to Nevada LP and certain stockholders granted Nevada LP the right to acquire certain of their shares of Common Stock. The warrants and rights, if exercised, would enable Nevada LP to acquire control of the Company. In addition, pursuant to the Amended and Restated Software Development and License Agreement between the parties (the "Software Agreement"), the Company is required to develop for and license to Nevada LP, on an exclusive basis throughout the world, the Company's proprietary gaming software for use in connection with the internet and/or other technology, whether now existing or here after devised using a computer or similar device. The Investment Agreement provides for Nevada LP to provide the Company $1,250,000 of senior secured debt financing, in addition to the $750,000 previously loaned to the Company ("Bridge Financing") by an affiliate of Nevada LP, GEG Holdings, LLC ("GEG"), which was assigned to Nevada LP. Pursuant to the Investment Agreement, Nevada LP has agreed to loan to the Company an additional $1,250,000 in four (4) installments, subject in each instance to the satisfaction of customary closing conditions: (i) $250,000 upon the execution of the Investment Agreement; (ii) $500,000 on December 31, 2004; (iii) $250,000 on March 31, 2005; and (iv) $250,000 on June 30, 2005. The loan is evidenced by a five (5) year senior secured promissory note (the "Note") which bears interest at the federal funds rate of interest in effect from time to time, plus six percent (6%) per annum. Interest accrues semi-annually, in arrears, on December 1 and June 1 of each year during the term of the Note (each, an "Interest Payment Date"). The Note does not require the Company to make cash interest payments until maturity, and the loan is secured by a perfected, first priority security interest in all of the intellectual property assets of the Company. The first priority security interest in the intellectual property is evidenced by a security agreement that was executed and delivered upon the entering into of the Bridge Financing (the "Security Agreement") and which was assigned to Nevada LP. The Note may not be prepaid without the approval of Nevada LP. During the term of the Investment Agreement, which extends for as long as the Note is outstanding or any warrants issued under the Investment Agreement are outstanding or shares underlying such warrants are held by Nevada LP or its affiliates, Nevada LP has various rights with respect to the Company. Specifically, among other things: (i) Nevada LP has the right to board representation in the form of two (2) board seats or two (2) board observers (or a combination of the two); (ii) Nevada LP has the right to receive periodically and upon request various financial and other information from the Company; (iii) Nevada LP has pre-emptive rights with respect to the issuance of any additional equity securities; (iv) Nevada LP has so-called "demand" and "piggyback" registration rights with respect to the equity securities of the Company owned by Nevada LP, however acquired, either pursuant to the Investment Agreement or otherwise; and (v) without the affirmative prior written consent of Nevada LP, the Company may not, among other things, (a) issue any additional equity securities, (b) incur any additional indebtedness, (c) effect a change in control, (d) amend or modify the Company's by-laws or articles of incorporation, (e) modify or enter into new employment agreements with any executive offices of the Company, or (f) license any of its intellectual property. In addition, Nevada LP has the right to cause the Company to reincorporate in the State of Delaware (the "Reincorporation"). CUSIP NO. 656541208 13D PAGE 9 OF 16 PAGES The Company issued to Nevada LP a five (5) year purchase warrant (the "Equity Warrant"), immediately exercisable, in whole or in part, for up to at least 8,000,000 shares of Common Stock, at an initial per share exercise price of $0.60, subject to adjustment. The Equity Warrant also has anti-dilution protection that provides that Nevada LP shall always be entitled to acquire a fixed percentage of the Company's issued and outstanding Common Stock on a fully diluted basis exclusive of the Equity Warrant and Debt Warrant (as defined below) issued to Nevada LP. In addition, in the event that the Company effects the Reincorporation, the Equity Warrant is exercisable into shares of convertible preferred stock that the Company will have available for issuance upon such Reincorporation. The Company also issued to Nevada LP a stock purchase warrant to acquire $2 million worth of Common Stock (the "Debt Warrant"), which is immediately exercisable, in whole or in part, at Nevada LP's election, either for cash, or by converting all or a portion of the then outstanding principal amount of the loans into shares of Common Stock. The initial per share exercise price of the Debt Warrant, subject to adjustment, is equal to the lesser of (i) the average of the closing market price of the Common Stock for the thirty (30) days prior to the applicable exercise date, but in no event less than $0.40 per shares, and (ii) $0.54 per share. The Debt Warrant also has anti-dilution protection such that at all times it is exercisable into no less than a fixed percentage of the Company's issued and outstanding Common Stock on a fully diluted basis exclusive of the Equity Warrant and the Debt Warrant issued to Nevada LP. In the event and to the extent Nevada LP exercises the Debt Warrant with cash, rather than converting the then outstanding principal amount of the Note, the Loan Amount evidenced by the Note will remain a continuing liability of the Company. As is the case with the Equity Warrant, in the event that the Company effects the Reincorporation, the Debt Warrant is exercisable for shares of convertible preferred stock that the Company will have available for issuance upon such Reincorporation. In addition, prior to the maturity of the loan, Nevada LP has the right to convert the accrued interest thereunder into shares of Common Stock pursuant to one or more interest warrants (each an "Interest Warrant") at a price per share equal to the lesser of (a) the average of the closing market price of 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 (b) $0.54 per share, rounded up to the nearest share. As is the case with the Equity Warrant and the Debt Warrant, in the event of a Reincorporation of the Company, the Interest Warrant will be exercisable for shares of convertible preferred stock of the Company that the Company will have available for issuance upon such Reincorporation. In the event that the Reincorporation were affected, it is presently anticipated that the convertible preferred stock that will be available for issuance upon the exercise of the Equity Warrant, the Debt Warrant and the Interest Warrant would have the following rights, preferences and privileges, among others: (i) a liquidation preference of $0.60 per share; (ii) be convertible into shares of Common Stock on a one-to-one basis; (iii) rank senior to all other series of preferred stock outstanding; (iv) full ratchet anti-dilution protection; (v) a right of first refusal with respect to any equity or convertible securities issued by the Company; (vi) four immediate demand registration rights and unlimited customary piggy back registration rights; and (vii) various protective voting rights. CUSIP NO. 656541208 13D PAGE 10 OF 16 PAGES Simultaneously upon entering into the Investment Agreement, Nevada LP also entered into an Option Agreement and Irrevocable Proxy (the "Option Agreement") with various stockholders, including certain executive officers and directors of the Company (as such parties, collectively, the "Optionors"). Under the terms of the Option Agreement, Nevada LP has an irrevocable option (the "Option") to purchase up to 7,500,000 shares of Common Stock (the "Option Shares") beneficially owned by the Optionors on the following terms: (A) upon the execution of the Option Agreement until December 31, 2005, up to 7,500,000 Option Shares, at an exercise price of $0.60 per share; (B) from January 1, 2006 until December 31, 2006, the balance of the 7,500,000 Option Shares not purchased prior to this period, not to exceed 5,000,000 Option Shares, at an exercise price of $0.80 per share; and (C) from January 1, 2007 until December 31, 2007, the balance of the 7,500,000 Option Shares not purchased prior to this period, not to exceed 2,500,000 Option Shares, at an exercise price of $1.00 per share; provided, however, that Nevada LP shall not be able to exercise the Option to acquire more than 54% of the Common Stock. The Optionors also granted Nevada LP a right of first refusal with respect to any proposed sale by an Optionor of any shares of Common Stock. Upon the execution of the Option Agreement, the Optionors agreed to vote all of their shares of Common Stock, including but not limited to their Option Shares, in favor or any Nevada LP nominee to the Board of Directors. Finally, the Optionors have granted Nevada LP an irrevocable proxy with respect to all of their shares of Common Stock, including their Option Shares, which shall only be effective upon acquisition of beneficial ownership of at least 11,700,000 shares of Common Stock (or in the event of the Reincorporation, acquisition of convertible preferred stock that is convertible into 11,700,000 shares of Common Stock). The summaries of the Investment Agreement, the Note, the Option Agreement, the Equity Warrant, the Debt Warrant, the Interest Warrant, the Security Agreement and the Software Agreement in this Item 4 are qualified in their entirety by reference to each of such agreements, each of which is filed herewith as an exhibit and incorporated by reference. Nevada LP's interest in the Company at this time is principally as a shareholder, a secured debt holder and as a licensee of the software noted above. Nevada LP has no current plans which relate to or would result in exercising the warrants, acquiring Option Shares, causing the Company to effect the Reincorporation or acquiring corporate control of the Company or appointing any directors to the board of directors. As such, the Reporting Persons' acquisition of shares of Common Stock they beneficially own were for investment purposes. The Reporting Persons retain the right to change their investment intent, from time to time to acquire additional shares of Common Stock, or to sell or otherwise dispose of all or part of the Common Stock, if any, beneficially owned by them, in any manner permitted by law. Except as otherwise disclosed herein, none of the Reporting Persons currently has any agreements which relate to or would result in any of the matters described in Items 4(a)-(j) of the Instructions to Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER Based on the Company's Quarterly Report on Form 10-QSB for the quarter ended September 30, 2004, filed with the Commission on November 15, 2004, there were 19,017,352 shares of Common Stock outstanding on November 15, 2004. Nevada LP holds of record 948,966 shares of Common Stock, or 4.99% of the current outstanding shares of Common Stock. In addition, Nevada LP has the right to acquire within sixty (60) days and thereby, pursuant to Rule 13d-3(d)(1), is deemed to beneficially own, 8,000,000 shares; 3,703,703 shares (assuming an exercise price of $0.54 per share) and 7,500,000 shares, from the exercise of the Equity Warrant, the Debt Warrant and the Option Agreement, respectively, or a total of 19,203,703 shares of Common Stock. CUSIP NO. 656541208 13D PAGE 11 OF 16 PAGES Accordingly, Nevada LP beneficially owns and each other Reporting Person indirectly beneficially owns an aggregate of 20,152,669 shares of Common Stock, or 65.6% of the shares of Common Stock deemed outstanding, in accordance with Rule 13d-3(d)(1)(D), after giving effect to the shares issuable upon the exercise of the Equity Warrant and the Debt Warrant. Each Reporting Person has sole voting and dispositive power over the shares beneficially owned. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 4 of this Schedule 13D is incorporated herein by reference. Other than the matters disclosed in response to Items 4 and 5, which is incorporated herein by reference, none of the Reporting Persons is party to any contracts, arrangements, understandings or relationships with respect to any securities of the Issuer, including but not limited to the transfer or voting of any of the securities, finder's fees, joint ventures, loan or option agreements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies. CUSIP NO. 656541208 13D PAGE 12 OF 16 PAGES ITEM 7. MATERIAL TO BE FILED AS EXHIBITS The following are hereby filed as additional exhibits to this Schedule 13D: Exhibit 1 Joint Filing Agreement. Exhibit 2 Loan Facility and Investment Agreement by and between Gaming & Entertainment Group, Inc. and Cantor G&W (Nevada), L.P. dated December 8, 2004 (incorporated by reference from Exhibit 99.1 to Gaming & Entertainment Group, Inc.'s Current Report on Form 8-K filed December 9, 2004) (file number 000-28399). Exhibit 3 Senior Secured Note by and between Gaming & Entertainment Group, Inc. and Cantor G&W (Nevada), L.P. dated December 8, 2004 (incorporated by reference from Exhibit 99.2 to Gaming & Entertainment Group, Inc.'s Current Report on Form 8-K filed December 9, 2004) (file number 000-28399). Exhibit 4 Equity Warrant issued in favor of Cantor G&W (Nevada), L.P. dated December 8, 2004 (incorporated by reference from Exhibit 99.3 to Gaming & Entertainment Group, Inc.'s Current Report on Form 8-K filed December 9, 2004) (file number 000-28399). Exhibit 5 Debt Warrant issued in favor of Cantor G&W (Nevada), L.P. dated December 8, 2004 (incorporated by reference from Exhibit 99.4 to Gaming & Entertainment Group, Inc.'s Current Report on Form 8-K filed December 9, 2004) (file number 000-28399). Exhibit 6 Form of Interest Warrant to be issued in favor of Cantor G&W (Nevada), L.P. (incorporated by reference from Exhibit 99.4 to Gaming & Entertainment Group, Inc.'s Current Report on Form 8-K filed December 9, 2004) (file number 000-28399). Exhibit 7 Option Agreement and Irrevocable Proxy by and between Cantor G&W (Nevada), L.P., on the one hand, and Tibor N. Vertes, the Vertes Family Trust, Gregory L. Hrncir, the Hrncir Family Trust, Kevin J. Burman, Sheldon Harkness, Zen Investments Pty Ltd, Andrew Sorensen, and Gaming & Entertainment Group, Ltd., on the other hand, dated December 8, 2004) ((incorporated by reference from Exhibit 99.5 to Gaming & Entertainment Group, Inc.'s Current Report on Form 8-K filed December 9, 2004 (file number 000-28399). Exhibit 8 Amended and Restated Software Development and License Agreement by and between Cantor G&W (Nevada), L.P., on the one hand, and Gaming & Entertainment Group, Inc. and Gaming & Entertainment Technology Pty Ltd, on the other hand, dated December 8, 2004 (incorporated by reference from Exhibit 99.6 to Gaming & Entertainment Group, Inc.'s Current Report on Form 8-K filed December 9, 2004) (file number 000-28399). Exhibit 9 Amended & Restated Source Code Escrow Agreement by and between Gaming & Entertainment Group, Inc., Gaming & Entertainment Technology Pty Ltd, Cantor G&W (Nevada), L.P., Zukerman Gore & Brandeis, LLP, and BMM International Pty Limited of Level 3, dated December 8, 2004 (incorporated by reference from Exhibit 99.7 to Gaming & Entertainment Group, Inc.'s Current Report on Form 8-K filed December 9, 2004) (file number 000-28399). CUSIP NO. 656541208 13D PAGE 13 OF 16 PAGES SIGNATURE After reasonable inquiry and to the best of its knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct. Dated: December 20, 2004 CANTOR G&W (NEVADA), L.P. By: CANTOR G&W (NEVADA), LLC, as its general partner By: CANTOR G&W, L.P., as its member By: CANTOR G&W HOLDINGS, LLC, as its general partner By: HOWARD W. LUTNICK Member /s/ Howard W. Lutnick ----------------------------------------------------- CANTOR G&W (NEVADA) LLC By: CANTOR G&W, L.P., as its member By: CANTOR G&W HOLDINGS, LLC, as its general partner By: HOWARD W. LUTNICK Member /s/ Howard W. Lutnick ----------------------------------------------------- CANTOR G&W, L.P. By: CANTOR G&W HOLDINGS, LLC, as its general partner By: HOWARD W. LUTNICK Member /s/ Howard W. Lutnick ----------------------------------------------------- CANTOR G&W HOLDINGS, LLC By: HOWARD W. LUTNICK, member /s/ Howard W. Lutnick ----------------------------------------------------- /s/ Howard W. Lutnick --------------------------------------------------------- HOWARD W. LUTNICK [Signature Page to Schedule 13D Gaming & Entertainment Group, Inc.] CUSIP NO. 656541208 13D PAGE 14 OF 16 PAGES EXHIBIT INDEX The following are hereby filed as additional exhibits to this Schedule 13D: Exhibit 1 Joint Filing Agreement. Exhibit 2 Loan Facility and Investment Agreement by and between Gaming & Entertainment Group, Inc. and Cantor G&W (Nevada), L.P. dated December 8, 2004 (incorporated by reference from Exhibit 99.1 to Gaming & Entertainment Group, Inc.'s Current Report on Form 8-K filed December 9, 2004) (file number 000-28399). Exhibit 3 Senior Secured Note by and between Gaming & Entertainment Group, Inc. and Cantor G&W (Nevada), L.P. dated December 8, 2004 (incorporated by reference from Exhibit 99.2 to Gaming & Entertainment Group, Inc.'s Current Report on Form 8-K filed December 9, 2004) (file number 000-28399). Exhibit 4 Equity Warrant issued in favor of Cantor G&W (Nevada), L.P. dated December 8, 2004 (incorporated by reference from Exhibit 99.3 to Gaming & Entertainment Group, Inc.'s Current Report on Form 8-K filed December 9, 2004) (file number 000-28399). Exhibit 5 Debt Warrant issued in favor of Cantor G&W (Nevada), L.P. dated December 8, 2004 (incorporated by reference from Exhibit 99.4 to Gaming & Entertainment Group, Inc.'s Current Report on Form 8-K filed December 9, 2004) (file number 000-28399). Exhibit 6 Form of Interest Warrant to be issued in favor of Cantor G&W (Nevada), L.P. (incorporated by reference from Exhibit 99.4 to Gaming & Entertainment Group, Inc.'s Current Report on Form 8-K filed December 9, 2004) (file number 000-28399). Exhibit 7 Option Agreement and Irrevocable Proxy by and between Cantor G&W (Nevada), L.P., on the one hand, and Tibor N. Vertes, the Vertes Family Trust, Gregory L. Hrncir, the Hrncir Family Trust, Kevin J. Burman, Sheldon Harkness, Zen Investments Pty Ltd, Andrew Sorensen, and Gaming & Entertainment Group, Ltd., on the other hand, dated December 8, 2004) ((incorporated by reference from Exhibit 99.5 to Gaming & Entertainment Group, Inc.'s Current Report on Form 8-K filed December 9, 2004 (file number 000-28399). Exhibit 8 Amended and Restated Software Development and License Agreement by and between Cantor G&W (Nevada), L.P., on the one hand, and Gaming & Entertainment Group, Inc. and Gaming & Entertainment Technology Pty Ltd, on the other hand, dated December 8, 2004 (incorporated by reference from Exhibit 99.6 to Gaming & Entertainment Group, Inc.'s Current Report on Form 8-K filed December 9, 2004) (file number 000-28399). Exhibit 9 Amended & Restated Source Code Escrow Agreement by and between Gaming & Entertainment Group, Inc., Gaming & Entertainment Technology Pty Ltd, Cantor G&W (Nevada), L.P., Zukerman Gore & Brandeis, LLP, and BMM International Pty Limited of Level 3, dated December 8, 2004 (incorporated by reference from Exhibit 99.7 to Gaming & Entertainment Group, Inc.'s Current Report on Form 8-K filed December 9, 2004) (file number 000-28399).