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

                                  FORM 10-KSB/A
(Mark One)
    X    Annual Report Pursuant To Section 13 Or 15(d) Of The Securities 
   ___       Exchange Act Of 1934
   
For the Fiscal Year Ended June 30, 1997
                          ---------------

         Transition Report Pursuant To Section 13 Or 15(d) Of The Exchange Act

                         Commission file number 0-27226
                                              -----------

                        SPINTEK GAMING TECHNOLOGIES, INC.
                        ---------------------------------
        (Exact name of small business issuer as specified in its charter)

          California                                         33-0134823  
          ----------                                         ----------  
(State or other  jurisdiction of               (IRS Employer Identification No.)
incorporation  or  organization)          

901-B Grier Drive, Las Vegas, Nevada 89119                  (702) 263-3660
------------------------------------------            ------------------------
(Address of priincipal executive offices.)           (Issuer's telephone number)

Securities registered under Section 12(b) of the Exchange Act:

(Title of class)                           Name of exchange on which registered
----------------                           ------------------------------------
     None                                                None

Securities registered under Section 12(g) of the Exchange Act:
                         Common Stock, $0.002 par value
                         ------------------------------
                                (Title of Class)

Indicate by mark whether the issuer (1) filed all reports 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.    Yes _X_  No___

Indicate by mark if  disclosure  of  delinquent  filers  pursuant 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.  ____


The issuer's revenues for the fiscal year ended June 30, 1997 were:  $0.   

There were 15,786,443  outstanding  shares of common stock, par value $0.002 per
share, as of August 25, 1997. The aggregate  market value of the voting stock of
the Registrant held by non-affiliates of the Registrant,  as of August 25, 1997,
was $3,114,034 based on the last sales price on such date.

DOCUMENTS INCORPORATED BY REFERENCE:  None

Transitional Small Business Disclosure Format:  Yes ___   No _X_


<PAGE>




                            AMENDMENT TO FORM 10-KSB
                            ------------------------

                                    PART III
ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
----------------------------------------------------------------------
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
-------------------------------------------------

Directors and Executive Officers

         The following  table sets forth the names and ages of the directors and
executive  officers of the Company,  all  positions  held with the Company and a
description of the business  experience of each individual for at least the past
five years.
<TABLE>
<CAPTION>
Name                                 Age                        Title
----                                 ---                        -----
<S>                                  <C>             <C>                                    
Gary L. Coulter                      51              Chairman and Chief Executive Officer
Robert E. Huggins                    50              Senior Vice President and Chief Financial Officer
Erik R. Batzloff                     44              Vice President Compliance and Administration
Robert G. Guinn, Jr.                 31              Vice President Research and Development
Malcolm C. Davenport V               45              Director
</TABLE>
         Mr. Coulter has been Chairman of the Board and Chief Executive  Officer
of the Company since October 1996; Vice Chairman and Chief Operating  Officer of
the Company  from April 1996 until  October  1996;  President,  Chief  Operating
Officer,  and Director  from April 1994 until March 1996 of Private  Biologicals
Corporation,  a developer  of  biological  products and  treatments  for cancer;
private  practice of law from August 1992 until December 1992;  Chief  Executive
Officer and Director from December 1992 until March 1994 of Omega International,
Inc.,  developer of natural  products for the treatment of autoimmune  diseases;
President, Chief Operating Officer, and Director from March 1986 until August 1,
1992 of Woodruff  Investment  Co., a developer,  manager,  and financier of real
estate  investments;  from April 1996 to present,  Vice-Chairman of the Board of
Directors of Tapistron International, Inc., a publicly traded company that filed
for protection from creditors  under Chapter 11 of the United States  Bankruptcy
Code in June 1996 and emerged from  bankruptcy  August 2, 1997; and from January
1996 until April 1996 he practiced  law with Malcolm C.  Davenport V, a director
of the Company.

         Mr. Davenport has been Director of the Company since September 1995 and
Secretary  since October 1996; Mr.  Davenport  practiced law in Dalton,  Georgia
from  1990  through  November  1992  as a  partner  in the  firm of  Ponder  and
Davenport,  P. C.; from January 1993 through  January  1995, he practiced law in
his own name in Lanett, Alabama and West Point, Georgia; from January 1996 until
April 1996 he engaged in the practice of law from West Point,  Georgia with Gary
L. Coulter,  Chairman of the Board and Chief  Executive  Officer of the Company;
and from  January 1995 to the present,  he has  practiced as a certified  public
accountant  in  Roanoke,   Alabama,  as  Davenport  &  Sikes,  Certified  Public
Accountants.

     Mr. Huggins has been Senior Vice President for the Company since April 1997
and Chief Financial  Officer since November 15, 1995. Mr. Huggins is a Certified
Public  Accountant,  who from  February  1992 until  February 1995 served as the
Chief Accounting Officer and Secretary for Elsinore Corporation ("Elsinore"),  a
publicly traded company. On November 1, 1995, eight months after his resignation
from Elsinore,  the company filed for protection from creditors under Chapter 11
of the United States Bankruptcy Code. Prior to February 1992, Mr. Huggins served
in various  capacities with other gaming companies,  including:  Vice President,
Finance  and Chief  Financial  Officer for United  Gaming,  Inc.  (now  Alliance
Gaming,  Inc.),  as  well  as  President  of  two of  its  casino  subsidiaries;
Controller for Caesars Palace in Las Vegas;  and Controller for M&R Investments,
Inc.  (Dunes Hotel & Country Club). In September 1992, Mr. Huggins was nominated
by the bondholders of Gold River Hotel and Casino  Corporation ("Gold River") to
serve as a Series B director to represent the bondholders  pursuant to a plan of
reorganization  under  Chapter  11 as Gold River  emerged  from  bankruptcy.  On
February 9, 1996,  Gold River once again filed for bankruptcy  protection  under
Chapter  11.  Mr.  Huggins  plans to resign  from  from  Gold  River on or about
September 30, 1997.  Prior to his experience in industry,  Mr. Huggins was a CPA
with the firm of Haskins & Sells (now Deloitte & Touche, LLP) for four years.
<PAGE>
     Mr.  Batzloff  joined the Company in  November  1996 and has served as Vice
President - Compliance and Administration  since April 1997. From September 1992
until  November  1996,  he had similar  responsibilities  with  Mikohn,  Inc., a
manufacturer  of gaming devices and associated  equipment.  From July 1985 until
September 1992, Mr. Batzloff worked for United Gaming, Inc. (now Alliance Gaming
Corporation)  beginning as a technical  writer and ending his tenure with United
Gaming, Inc. as the Investor Relations Officer.

         Mr.  Guinn  has  been  Vice  President  of  Research,  Development  and
Manufacturing  for the Company since April 1997. From January 1992 until joining
the Company, Mr Guinn was Vice President of Engineering for Casino Data Systems,
the  manufacturer  and developer of an on-line slot  information  and management
system.  He was Southern  Region  Support  Manager for Bally Systems from August
1987 until January 1992.

Compliance with Section 16 of the Securities Exchange Act of 1934

         Section  16(a)  of  the  Securities   Exchange  Act  of  1934  requires
directors,  executive  officers and 10% or greater  shareholders  of the Company
("Reporting  Persons")  to file  with the  Securities  and  Exchange  Commission
initial  reports of  ownership  (Form 3) and reports of changes in  ownership of
equity  securities  of the  Company  (Form  4 and  Form  5).  To  the  Company's
knowledge, based solely on its review of the copies of such reports furnished to
the Company and written  representations that certain reports were not required,
during the fiscal year ended June 30, 1997, the Reporting  Persons have complied
with all applicable  Section 16(a) filing  requirements.  The Company has listed
RBB Bank as a  beneficial  owner of more  than ten  percent  (10%) of a class of
stock, but RBB disputes beneficial ownership. RBB has represented to the Company
that it holds stock for the true beneficial owners and that none of these owners
hold ten percent (10%) or more of the Company's stock.


ITEM 10.  EXECUTIVE COMPENSATION
--------------------------------

Compensation of Directors

         For service on the Board of Directors,  directors who are not employees
of the Company  currently  receive no compensation for each meeting of the Board
of  Directors  other than  options to purchase  common  stock of the Company and
reimbursement for expenses which are related to attending board meetings. During
fiscal  1997  the sole  director  who is not an  employee  received  options  to
purchase  290,544 shares of common stock at the closing market price on the date
of grant.  All but  45,272 of the  options  granted  will have  vested as of the
Filing Date of the 10-KSB as amended. Directors who are employees of the Company
receive no additional compensation for serving on the Board of Directors.

Executive Compensation

         The following table sets forth information  concerning  compensation of
the chief  executive  officer  and all other  executive  officers of the Company
whose  salary and bonus  exceeded an annual  rate of $100,000  during the fiscal
years ended June 30, 1997 and 1996:
<PAGE>



<TABLE>
<CAPTION>
                           Summary Compensation Table


                                                                                     Long Term
                                                                                   Compensation  
                                          Annual Compensation                         Awards
                                          -------------------                          ------
                                                                      Other Annual   Securities
Name and                           Fiscal                            Compensation($) Underlying
Principal Position                  Year    Salary($)(1)    Bonus($)(2)               Options
------------------                  ----    ------------    -----------               -------
<S>                                 <C>      <C>               <C>      <C>         <C>      
Gary L. Coulter (1)(3) ..           1997     156,000           0        18,206(4)   1,162,176
Chairman of the Board of            1996      28,615           0             0              0
Directors and Chief
Executive Officer
Lanier M. Davenport (5) .           1997      72,923           0         8,432(6)           0
Chairman of the Board ...           1996      65,640           0        68,483(6)           0
of Directors and Chief
Executive Officer until
October 18, 1996
Robert E. Huggins (1) ...           1997     150,000           0        10,015(7)     508,452
Senior Vice President and           1996      72,680           0        21,538(7)           0
Chief Financial Officer
=========================   ============   =========   =========     =========      =========
<FN>

----------------

     (1) Salaries  in fiscal  1997  includes  $30,000  paid to Mr.  Coulter  and
         $30,000  paid  to Mr.  Huggins  in a lump  sum in  February  1997 as an
         incentive  to  remain  with the  Company  during a  possible  change of
         control  situation.  Mr.  Coulter and Mr.  Huggins will each receive an
         additional  $30,000 upon certain events occurring on or before December
         31, 1997; or, barring the occurrence of such events the $30,000 will be
         paid in a lump sum in January 1998.

     (2) In June 1997 the Board of  Directors  approved  a bonus  plan  based on
         stock price  performance  for the  executive  officers,  directors  and
         advisory  directors  of the  Company.  Please  refer  to the  Long-Term
         Incentive Plan Table below for a description of the plan.

     (3) Mr.  Coulter  joined the Company as Vice  Chairman and Chief  Operating
         Officer in April 1996 and  assumed  the  positions  of  Chairman of the
         Board and Chief Executive Officer in October 1996.

     (4) Represents  taxable  fringe  benefits for a leased car and apartment in
         Las Vegas which were provided to Mr. Coulter during fiscal 1997.

     (5) In October 1996,  Mr.  Davenport  resigned as Chairman of the Board and
         Chief  Executive  Officer and Mr.  Coulter  became  Chairman  and Chief
         Executive Officer.

     (6) Includes  taxable fringe  benefits for automobile  allowance and health
         insurance of $8,432 and $17,504 for fiscal 1997 and 1996, respectively.
         In  addition  fiscal  1996  includes  $50,979  of  consulting  for  the
         Company's  subsidiary,  Spintek  Gaming,  Inc.,  and the  conversion of
         options to purchase  4,000 common shares of Spintek  Gaming,  Inc. into
         actual  shares of the common stock of the Company in  conjunction  with
         the acquisition of Spintek Gaming, Inc. on September 14, 1995.

     (7) Includes  taxable fringe  benefits for automobile  allowance and health
         insurance of $10,015 and $6,238 for fiscal 1997 and 1996, respectively.
         In  addition  fiscal  1996  includes  $15,300  of  consulting  fees for
         services  rendered to the Company prior  November 15, 1995, the date he
         was hired as Chief Financial Officer by the Company.
</FN>
</TABLE>
<PAGE>
Employment Agreements

     Gary L.  Coulter  was named  Chairman of the Board of  Directors  and Chief
Executive  Officer on October 18, 1996. In conjunction  with his  appointment as
Chairman and CEO, Mr. Coulter's  employment  agreement was modified and extended
for two years,  until  October 17, 1998.  Mr.  Coulter's  annual base salary was
$200,000 at July 1, 1997 and pursuant to the terms of his employment  agreement,
he is  entitled  to  receive  two years'  severance  pay if there is a change in
control of the  Company  or if he is  terminated  for any reason  other than for
failure to perform his duties,  conviction  of a felony,  dishonesty  or illegal
acts. In addition, the Company pays for a leased automobile and an apartment for
Mr. Coulter. Mr. Coulter is also entitled to options to purchase a minimum of at
least 100,000  shares of common stock at the closing market price on the date(s)
of grant each year of his employment agreement and is eligible to participate in
employee  benefit or bonus plan provided by the Company pursuant to the terms of
such agreement.

         Robert E. Huggins, Chief Financial Officer, has an employment agreement
with the Company  extending  through  October 17, 1998. Mr. Huggins' annual base
salary was $140,000 at July 1, 1997 and pursuant to the terms of his  employment
agreement,  he is  entitled to receive  two years'  severance  pay if there is a
change in control of the Company;  or, if he is terminated  for any reason other
than for failure to perform his duties,  conviction  of a felony,  dishonesty or
illegal acts he is entitled to receive one years pay as severance.  In addition,
the Company pays $750 per month to Mr. Huggins for an automobile allowance.  Mr.
Huggins is also  entitled  to options to  purchase a minimum of at least  50,000
shares of common stock at the closing  market price on the date(s) of grant each
year of his  employment  agreement  and is eligible to  participate  in employee
benefit or bonus plan  provided  by the  Company  pursuant  to the terms of such
agreement.

Change-in-Control Severance Agreements

         For the purpose of certain  employment  agreements  of the  Company,  a
"Change in Control"  generally is deemed to occur if: (i) any person or group of
affiliated  persons  (other than the Company,  subsidiary  of the Company or any
employee benefit plan of the Company) becomes the owner of 40% or greater of the
voting securities of the Company; or (ii) the Company is involved in a merger or
consolidation  (with  exceptions  for  certain  events) or (iii) the persons who
constituted  a majority of the Board of  Directors  on October 18, 1996 cease to
constitute the majority.  As part of Mr.  Coulter's and Mr. Huggins'  employment
agreements,  in the event of a Change  of  Control,  each may elect to  consider
themselves   immediately  terminated  and  entitled  to  two  years'  salary  as
severance,  to be paid in a lump sum in no less than  thirty  (30) days from the
earlier of the date of the Change of Control  and/or the date  either or both of
them  elects  termination.  No  change  of  control  has  occurred  under  those
agreements.


         In  addition  to the Change of  Control  provisions  in the  respective
employment agreements discussed above, incentives granted to Mr. Coulter and Mr.
Huggins  pursuant to the Company's Long- Term Incentive Plan mature  immediately
upon Change of Control or termination for any reason.

Options

         The  tables  below  set forth  certain  information  regarding  options
granted to the Named Officers during fiscal 1997.
<PAGE>
<TABLE>
<CAPTION>
Option Grants in Last Fiscal Year


                                                                  Individual Grants
                                   ---------------------------------------------------------------------------
                                                         Percent of
                                   Number of               Total
                                   Securities              Options              Exercise
                                   Underlying            Granted to              or Base
                                    Options            Employees in              Price              Expiration
Name                               Granted (1)           Fiscal Year            Per Share               Date
--------------------------------------------------------------------------------------------------------------
<S>                                <C>                    <C>                   <C>                 <C>   
Gary L. Coulter                    600,000 (2)             26.81%                $0.50               12/09/06
                                   100,000                  4.74%                 0.31                2/12/07
                                   100,000                  4.74%                 0.20                6/02/07
                                   362,176                 16.19%                 0.20                6/03/07

Robert E. Huggins                  250,000 (2)             11.17%                 0.50               12/09/06
                                    50,000                  2.23%                 0.31                2/12/07
                                    50,000                  2.23%                 0.20                6/02/07
                                   158,452                  7.08%                 0.20                6/03/07

Erik R. Batzloff                   100,000                  4.74%                 0.50               12/09/06
                                    45,272                  2.02%                 0.20                6/03/07

Robert G. Guinn, Jr.               100,000                  4.74%                 0.28                4/08/07
                                    45,272                  2.02%                 0.20                6/03/07

--------------------
<FN>
     (1) The  options  have a ten year  term and vest at the  discretion  of the
         Board of  Directors.  Vesting  schedules  vary from 100% of the  option
         shares  becoming  exercisable on the date of grant to 25% of the option
         shares becoming exercisable on the date of grant with an additional 25%
         of the shares covered thereby  becoming  exercisable on each successive
         anniversary  date, with full vesting occurring on the third anniversary
         date.

     (2) These options were  specifically  approved by the  stockholders  of the
         Company at the Annual Meeting on December 10, 1996.
</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
              Aggregated Option Exercises in Last Fiscal Year and
                         Fiscal Year End Option Values

                                      Number of Securities                Value of
                                     Underlying Unexercised          In-The-Money Options
                                    Options at June 30, 1997          atJune 30, 1997
                   Shares    Value  -------------------------          --------------
Name             Acquired  Realized Exercisable Unexercisable    Unexercisable Exercisable 
----             --------  -------- ----------- -------------    ------------- ----------- 

<S>                 <C>      <C>    <C>            <C>           <C>         <C>      
Gary L. Coulter .   __       $__    1,016,904      145,272       $ 164,666   $  50,845

Robert E. Huggins   __        __      435,816       72,636          71,911      25,423

Erik R. Batzloff    __        __       36,318      108,954           5,211      15,634

Robert G. Guinn .   __        __       36,318      108,954          10,711      32,134
</TABLE>
Other Long-Term Incentive Awards

     Effective  June 1,  1997,  the  Company  adopted  a bonus  plan to  provide
incentive  compensation  to  certain  key  employees,   directors  and  advisory
directors.  The plan provides for stock appreciation rights to employees covered
by the plan.  Compensation  under the plan is based on the award of  performance
units,  which are  defined  as a  percentage  of the total  market  value of the
Company and which have a value related to the  appreciation  in the value of the
Company's  common stock.  The maximum  number of  performance  units that may be
issued under the plan shall not exceed an aggregate of twelve  percent  (12%) of
the total market value of the Company.

     Performance  units  generally are vested upon issuance and mature at a rate
of 25% per year over a four year period from the date granted,  but the schedule
may be varied by the terms of the specific grant. After the first anniversary of
any grant of performance  units, or earlier maturity,  participants may elect to
receive  payments which  represent the  appreciation in value of the performance
unit  from the date  granted  through  the  date  such  payment  is  elected.  A
participant is entitled to receive payments following termination if an election
to receive such payments is made prior to the third  anniversary of termination;
or, at the Company's  discretion  following the third anniversary of termination
if no such election is made by the participant.

     The following  table sets forth the number of performance  units granted to
each of the named executives in fiscal 1997 under the Company's Bonus Plan which
was adopted by the Board of Directors in June 1997.

Long-Term Incentive Plans -- Awards in Last Fiscal Year (1)
<TABLE>
<CAPTION>
                                    Number of      Performance or
                                  Shares, Units     Other Period
                                    Or Other      Until Maturation
Name                                Rights #        Or Payout
----                                --------      ---------------
<S>                                   <C>         <C> 
Gary L. Coulter                       46.93       6/3/97 - 6/3/01
Robert E. Huggins                     20.53       6/3/97 - 6/3/01
Erik R. Batzloff                       5.87       6/3/97 - 6/3/01
Robert G. Guinn, Jr.                   5.87       6/3/97 - 6/3/01
<FN>
     (1)  Units so awarded are exercisable  commencing 12 months after the grant
          date (or upon earlier  maturity) with 25% of the units covered thereby
          becoming  exercisable at that time with an additional 25% of the units
          becoming  exercisable on each successive  anniversary  date, with full
          maturity occurring on the fourth anniversary date. However,  the units
          granted to Mr.  Coulter and Mr.  Huggins  are  subject to  accelerated
          maturity in the event of  termination  of employment  with the Company
          for any reason. The value of each unit is evidenced by a percentage
          (1/10th  of 1%) of the  increase  in the  market  value  of all of the
          common  stock of the  Company  from  the date of grant to each  annual
          measurement date; or, the date on which an individual terminates based
          on his then mature units.
</FN>
</TABLE>
<PAGE>
ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
------------------------------------------------------------------------

          The following table sets forth certain information with respect to the
beneficial  ownership of the Company's common stock as of the Filing Date of the
10-KSB as to (a) each  director,  (b) each executive  officer  identified in the
Summary  Compensation Table below, (c) all officers and directors of the Company
as a group,  and (d) each person known to the Company to  beneficially  own five
percent or more of the outstanding shares of common stock.
<TABLE>
<CAPTION>
                           Name and Address of                       Amount of    Percent of
Title of Class             Beneficial Owner (1)                       Shares     Class (2)(3)
--------------             -----------------------------------       ---------   ------------
Directors and Executive Officers:

<S>                                                              <C>               <C> 
     Common ..........  Malcolm C. Davenp V(1)                     1,392,219(4)      8.7%
     Common ..........  Gary L. Coulter(1)                         1,027,904(5)      6.1%
     Common ............Robert E. Huggins(1)                         558,452(6)      3.4%
     Common ............All directors and executive officers
                        as a group(6 persons)(1)                   3,137,029(7)     17.7%

Five Percent (5%) or Greater Shareholders:

     Common .........  RBB Bank Aktiengesellschaft
                              Burgring 16, 8010  Graz, Austria    20,303,482(3)     65.7%
       Common ........ Lanier M. Davenport, Sr.
                              P.O. Box 178
                              Lookout Mountain, TN 37350......     1,220,776         7.7%
       Common ........ Starr S. Davenport
                                P.O. Box 187 
                              Lookout Mountain, TN 37350 .....     1,096,953(8)      6.9%

-----------------
<FN>
(1)      The  address  of all  directors  and  executive  officers  is c/o  the
         Company, 901-B Grier Drive, Las Vegas, Nevada 89119.

(2)      Percent  of class is based on the  number of shares  outstanding  as of
         September  15, 1997.  Percent of class for RBB Bank  Aktiengesellschaft
         ("RBB") includes  approximately  15,065,000  additional shares. RBB has
         the  right  to  acquire  common  stock  through  conversion  privileges
         attached to the  Company's  preferred  stock held by RBB (See (3) below
         regarding  RBB's  conversion  rights) plus,  with respect to each named
         person,  the  number  of  shares of  common  stock,  if any,  which the
         stockholder  has the right to acquire  within 60 days of such date. RBB
         disputes its designation as a beneficial  owner. RBB takes the position
         that it does not  control or direct the  distribution  or voting of the
         shares  and that RBB only  holds  the  shares  for the true  beneficial
         owners.  RBB has represented to the Company that none of the beneficial
         owners it holds  shares for has  beneficial  ownership  of five percent
         (5%) or greater of the class.

(3)      The percentage for RBB has been computed after giving effect to certain
         rights to acquire common stock arising out of the Company's issuance of
         its Series A 4% Convertible Preferred Stock. At September 15, 1997, RBB
         Bank was the holder of all of the Company's 7,313 outstanding preferred
         shares.  Had RBB  converted  its  preferred  shares as of September 15,
         1997, there would have been a substantial dilution of the percentage of
         class  held by the  named  shareholder.  RBB  would  have  received  an
         additional  approximate 15,065,000 shares based on the five day average
         of the closing bid price of the Company's common stock.  (The five days
         used for this calculation for computational  purposes only was the five
         days ended  September 15, 1997.  Changes in the  Company's  closing bid
         price of its common  stock will effect the number of shares  subject to
         conversion.)  Such a  conversion,  had it occurred as of September  15,
         1997, would have given RBB control of approximately
<PAGE>
         66%  of  the  outstanding   common  stock.   See  Footnote  2  for  RBB
         representations that its does not beneficially own the above stock.

(4)      Includes  313,416  shares owned and 290,544  shares  subject to options
         that are currently  exercisable  or will become  exercisable  within 60
         days,  313,416 shares held by Mr. M.  Davenport's  spouse,  and 474,843
         shares  by the  Malcolm  C.  Davenport  V Family  Trust in which Mr. M.
         Davenport has beneficial control, though no economic interest.

(5)      Includes  11,000 shares owned and 1,016,904  shares  subject to options
         that are currently  exercisable  or will become  exercisable  within 60
         days.

(6)      Includes 50,000 shares owned and 508,452 shares subject to options that
         are currently exercisable or will become exercisable within 60 days.

(7)      Includes  1,949,854  shares  subject  to  options  that are  currently
         exercisable or will become exercisable within 60 days.

(8)      Includes  470,121,  shares  held by the  miner  children  of  Lanier M.
         Davenport and Starr S. Davenport,  with respect to which each disclaims
         any beneficial  ownership.  As custodial  parent,  Ms Davenport has the
         authority to vote the miner children's shares on their behalf.
</FN>
</TABLE>
Changes in Control

         On August 6, 1996 the Board of  Directors  was granted  authority  by a
consent of a majority of the  stockholders of the Company to issue up to 100,000
shares of preferred stock,  without nominal or par value per share.  Pursuant to
the provisions of the terms of a $7,143,000,  4% Convertible  Debenture with RBB
Bank Aktiengesellschaft (RBB), the Board of Directors issued shares of preferred
stock to satisfy  the  underlying  debt of said  Debenture  while  incorporating
certain rights of the Debenture  holder into the preferred  stock. RBB currently
holds 7,313 shares of preferred  stock.  All such preferred  stock issued to the
Debenture holder plus any accrued and unpaid dividends thereon will be converted
to common stock of the Company on or before  December  31, 1999  pursuant to the
terms of the Debenture.

         Certain  mandatory  and  optional  redemption  provisions  apply to the
preferred  stock.  The  Company  has  the  right  to  redeem  some or all of the
preferred stock in the event that the shareholder's  optional  conversion rights
are exercised.  The Company has the obligation to redeem the preferred  stock in
the event that the Company has transfers substantially all of its assets or if a
change in control  occurs  (i.e.  (i) anyone  other than the  Company or certain
affiliates owns a majority of the voting stock of the Company,  (ii) the Company
is  involved  in certain  merger or  consolidations,  or (iii) the  persons  who
constituted  the  majority of the Board of  Directors of the Company on July 10,
1996 cease to constitute a majority).

         In   addition,   the  Company  has  issued   Warrants  to  Third  World
Investments, Ltd. to acquire 250,000 shares of common stock of the Company at an
exercise  price that ranges from $1 to $2 per share  exercisable in the whole or
part  between  October 1, 1996 and  September  30, 2001.  The exercise  price is
subject to reduction under certain circumstances.

         The effect of the preferred stock issued to satisfy the indebtedness of
the Debenture and the  outstanding  Warrants is to create the  possibility  of a
change in control of the  majority of the  majority  of the common  stock of the
Company.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------

     The Lanier M.  Davenport,  Sr. Family Trust and the Malcolm C.  Davenport V
Family Trust,  the trustees of which are Malcolm C. Davenport V, Director of the
Company and brother of Lanier M. Davenport,  former Chairman and Chief Executive
Officer of the Company and current shareholder, and Malcolm C. Davenport, Jr., a
stockholder of the Company and father of Lanier M. Davenport and Malcolm
<PAGE>
C.  Davenport V, made  advances in the amount of $70,000  during fiscal 1997 and
$1,920,000  during the year ended June 30, 1996. The $70,000  advanced in fiscal
1997 was  received  on July 12,  1996 and was repaid  with  interest on July 31,
1996.  $1,000,000 of the  $1,920,000  advanced in fiscal 1996 was converted into
454,545  shares  of  common  stock  of the  Company  on  April  14,  1996 and an
additional  $440,000 was  converted  into 401,141  shares of common stock of the
Company  on  July  16,  1996.  All of the  shares  of  common  stock  issued  in
satisfaction of this debt were issued with restrictive legends.

         The remaining  $480,000 plus accrued  interest of $15,542 was converted
to  demand  notes  which  bear an  interest  rate of 10% per annum and are to be
repaid at $20,000 per month including interest.  The unpaid principal balance on
the  notes  at  September  30,  1997 was  approximately  $279,000  plus  accrued
interest.

         On August 14, 1997,  Spinteknology,  Inc., a wholly-owned subsidiary of
the Company,  entered into a $500,000,  12%  promissory  note agreement with the
Malcolm C.  Davenport V Family  Trust,  a  stockholder.  The note matures on the
earliest of September 14, 1998, or upon receipt by Spintek Gaming  Technologies,
Inc. of $500,000 or more in net  proceeds  from the issuance of its common stock
and is secured by certain  intellectual  property including patent  applications
and designations of rights to file patent applications owned by the subsidiary.

         On October 18, 1996,  Mr. Lanier M.  Davenport  resigned as Chairman of
the Board of  Directors  and as Chief  Executive  Officer  of the  Company.  Mr.
Davenport,  in conjunction  with his resignation,  contributed  1,300,000 of the
shares of common  stock he owned in the Company back to the Company in an effort
to enhance  shareholder  value.  Such  contribution  of shares was  recorded  as
treasury stock on December 31, 1996 with a basis at par value, or $2,600.  Prior
to July 1,  1996,  Mr.  Lanier M.  Davenport,  or  companies  with  which he was
affiliated,  made loans and advances to the Company in the  aggregate  amount of
$356,000 at an annual interest rate of 10% in the form of demand notes, of which
$145,108,  plus accrued and unpaid interest of $10,951,  remained outstanding as
of June 30, 1996. During fiscal 1997, the Company accrued additional interest in
the amount of $2,964 and repaid $123,694 and $10,612 for principal and interest,
respectively.  The  remaining  $21,414 of principal  and $3,304 of interest were
contributed back to the Company in an effort to enhance  shareholder value. Such
contribution  was  recorded  as  additional  paid in capital  by the  Company on
December  31,  1996.  At June 30, 1997 the Company did not owe any monies to Mr.
Lanier M. Davenport.

         Malcolm C.  Davenport,  Jr.,  stockholder  of the Company and father of
both Lanier M.  Davenport and Malcolm C.  Davenport V, made loans to the Company
during  fiscal 1996 in the  aggregate  amount of $418,500 at an annual  interest
rate of 10% in the form of demand notes.  At June 30, 1996, the balance  payable
for  principal  and accrued  interest  on the notes was  $323,000  and  $21,850,
respectively. During fiscal 1997, the Company accrued additional interest in the
amount of $15,866 and paid $50,000 to Mr.  Malcolm C.  Davenport,  Jr., of which
$30,000 was applied to principal with the remaining  $20,000 applied to interest
payable on the notes. On December 31, 1996 the unpaid  principal and interest in
the amount of  $303,000  and $7,717 were  contributed  back to the Company in an
effort  to  enhance   shareholder  value.  Such  contribution  was  recorded  as
additional paid in capital by the Company.  At June 30, 1997 the Company did not
owe any monies to Mr. Malcolm C. Davenport, Jr.

         Sarah L.  Davenport,  stockholder  of the  Company  and  mother of both
Lanier M.  Davenport  and  Malcolm C.  Davenport  V made loans in the  aggregate
amount of $20,000 in the form of demand  notes with an annual  interest  rate of
10% during  fiscal  1996.  At June 30,  1997 none of the  principal  or interest
accrued on the notes had been repaid.  During fiscal 1997, an additional  $2,200
of  interest  was  accrued on the debt.  At June 30,  1997 the unpaid  principal
balance on the notes remained at $20,000, plus accrued of $4,042.

         Davenport  Investments,  Inc., a  corporation  controlled  by Lanier M.
Davenport  was party to an  agreement  whereby it received  lease  payments  for
office  space used by the  Company  for its  corporate  offices in  Chattanooga,
Tennessee.  Such agreement terminated September 30, 1996. During the years ended
June 30, 1997 and June 30, 1996,  the Company  made lease  payments to Davenport
Investments, Inc. in the amount of $3,655 and $19,346, respectively.

         During  April  1997,  Mr.  Malcolm  C.  Davenport  V made  loans in the
aggregate amount of $150,000 in the form of demand notes with an annual interest
rate of 9.5%. On May 7, 1997 the principal and accrued interest of $1,015 on the
notes was repaid.
<PAGE>
         Coulter &  Davenport,  Attorneys-at-Law,  whose  partners  were Gary L.
Coulter,  Esquire,  Chairman and Chief  Executive  Officer of the  Company,  and
Malcolm C. Davenport V, Esquire, Director of the Company, billed the Company for
legal fees and  expenses in fiscal 1996 in the  aggregate  amount of $162,754 of
which $117,754  remained  outstanding as of June 30, 1996. On April 1, 1996, Mr.
Coulter resigned from the partnership to devote full time to his duties with the
Company. During fiscal 1997 the balance owed at June 30, 1996 was repaid.

         Interest  expense to all  related  parties  was  $51,584,  $65,418  and
$117,002 for the periods March 31,  1995(Inception)  to June 30, 1996,  the year
ended  June  30,  1997,  and  March  31,  1995  (Inception)  to June  30,  1997,
respectively.

         The Company has made loans as part of an agreement dated April 13, 1995
to Spintek International, Inc., a corporation controlled by Lanier M. Davenport,
former  Chairman  and  Chief  Executive  Officer  of  the  Company  and  current
shareholder,  in the  aggregate  amount of  approximately  $186,000 at an annual
interest rate of 10% in the form of demand notes, of which $159,910 plus accrued
and unpaid interest of $17,366 remained outstanding as of June 30, 1997.
<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange  Act of 1934,  the  Registrant  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                               SPINTEK GAMING TECHNOLOGIES, INC.


                                               By: /s/ GARY L. COULTER
                                                  --------------------
                                                       Gary L. Coulter
                                                       Chairman of the Board

        Pursuant to  requirements  of the Securities  Exchange Act of 1934, this
report  has been duly  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated.

Signature


/s/ GARY L. COULTER                   October 24, 1997
-------------------                
Gary L. Coulter
Chairman of the Board, Chief Executive
Officer, and Director (Principal
Executive Officer)


 /s/ ROBERT E. HUGGINS                October 24, 1997
----------------------
Robert E. Huggins
Senior Vice President, Chief Financial
Officer (Principal Financial and
Accounting Officer)



 /s/ MALCOLM C. DAENPORT, V           October 24, 1997
 --------------------------
Malcolm C. Davenport, V
Secretary and Director