Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
LUTNICK HOWARD W
   2. Issuer Name and Ticker or Trading Symbol
GAMING & ENTERTAINMENT GROUP INC [GMEI] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
3. Date of Earliest Transaction (Month/Day/Year)
02/15/2006
(Street)

 		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Equity Warrant (right to buy common stock) $ 0.6 02/15/2006   J(1)     6,000,000 12/08/2004 12/08/2009 Common Stock, par value $.01 per share 6,000,000 $ 0 (1) 2,000,000 I (2) See Footnote number 2 (2)
Options to Buy from Certain Stockholders $ 0.8 02/15/2006   J(1)     7,500,000 (3) 12/08/2004 12/31/2007 Common Stock, par value $.01 per share 7,500,000 $ 0 (1) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
LUTNICK HOWARD W

 		     X    

Signatures

 /s/ Howard W. Lutnick   02/17/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Cantor G&W (Nevada), L.P. is surrendering these equity warrants and options to buy common stock from certain stockholders in connection with its purchase of certain assets from Gaming & Entertainment Group, Inc.
(2) These 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 (Nevada) Holdings, L.P., whose general partneer is Cantor G&W (Nevada) Holdings, LLC, of which Howard W. Lutnick is the sole member. Each of the above entities is filing a separate Form 4 with respect ot the changes in their indirect ownership of the securities 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.
(3) From 12/08/04 until 12/31/05, pursuant to the terms of the options, the options were exercisable for 7,500,000 shares of common stock ata per share exercise price of $0.60 per share, from 01/01/06 to 12/31/06, pursuant to the terms of the options, the options were to be exercisable for 5,000,000 shares of common stock at a per share exercise price of $0.80 per share, and from 01/01/07 to 12/31/07, pursuant to the terms of the options, the options were to be exercisable for 2,500,000 shares of common stock at a per share exercise price of $1.00 per share.

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