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

                                  FORM 10-KSB/A

    _X_        Annual report  pursuant to Section 13 or 15(d) of the  Securities
               Exchange Act of 1934 for the fiscal year ended June 30, 1999 or


               Transition  report  pursuant  to  Section  13  or  15(d)  of  the
               Securities Exchange Act of 1934

                         Commission File Number: 0-27226

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

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

1857 Helm Drive, Las Vegas, Nevada 89119                   (702) 263-3660
--------------------------------------------------------------------------------
(Address of principal executive offices)             (Issuer's telephone number)

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

            Title of each class:          Name of Exchange on which registered:
            --------------------          -------------------------------------
                   None                                  None

         Securities registered under Section 12(g) of the Exchange Act:
                    Common Stock, par value $0.002 per share
                    -----------------------------------------
                                (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, 1999 were:  $7,959,249.

There were 142,663,196  outstanding shares of common stock, par value $0.002 per
share, as of August 31, 1999. The aggregate  market value of the voting stock of
the Registrant held by non-affiliates of the Registrant,  as of August 31, 1999,
was $ 14,976,622 based on the last sales price on such date.

Transitional Small Business Disclosure Format:  Yes ___     No   _X_
<PAGE>
                            AMENDMENT TO FORM 10-KSB

                                    PART III

ITEM  9.  Directors,   executive  0fficers,   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  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.

Name                          Age              Title
----                          ---              -----
Gary L. Coulter               53     Chairman and Chief Executive Officer
Robert E. Huggins             52     President and Chief Operating Officer
Erik R. Batzloff              46     Vice President - Compliance and
                                     Administration, Secretary
George P. Miller              55     Chief Financial Officer, Treasurer
Malcolm C. Davenport V        47     Director
Thomas C. Burns, Ph.D.        60     Director

         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 July 1995 of Private  Biologicals
Corporation, a developer of biological products and treatments for cancer; 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  January  1998,
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; Director of Tapistron  International from April 1996 to present;
private  practice  of law in the state of Georgia  from  August 1992 until April
1996 (from January 1996 until April 1996,  private  practice of law with Malcolm
C. Davenport V, a director of the Company.

         Mr.  Huggins  served as Senior Vice  President  for the  Company  since
April,  1997 and Chief  Financial  Officer since  November 1995. As of August 1,
1998,  Mr.  Huggins  yielded his  position as Senior  Vice  President  and Chief
Financial  Officer,  and was named  President and Chief Operating  Officer.  Mr.
Huggins is a Certified Public Accountant  ("CPA"),  who from February 1992 until
February 1995 served as the Chief Accounting  Officer and Secretary for Elsinore
Corporation  ("Elsinore"),  a publicly traded company.  In

                                       22
<PAGE>
November 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).  Prior to his experience in industry,  Mr. Huggins was a CPA with
the firm of Haskins & Sells (now Deloitte & Touche, LLP) for two years.

         On August 5, 1999,  Robert E.  Huggins  resigned  from his  position as
President and Chief Operating  Officer of the Company.  Pursuant to the terms of
his employment contract dated June 10, 1999, Mr. Huggins will be a consultant to
the  Company  commencing  on or before  July 1, 2000 for which he will be paid a
consulting fee of $10,000 per month through  December 21, 2005. See  "Employment
Agreements" elsewhere for additional information.

         Mr.  Batzloff  joined  the  Company in November  1996 and has served as
Vice President - Compliance and  Administration  since 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,  Inc.) beginning as a technical writer and ending his tenure with United
Gaming, Inc. as the investor relations officer.

         Mr.  Miller  joined the  Company  on August 1, 1998 as Chief  Financial
Officer.  From July 1996 through July 1998,  Mr.  Miller was Director of Finance
for Rio Hotel & Casino,  Inc., where he was responsible for financial  reporting
activities,  including SEC filings,  and the  coordination of  internal/external
audit  functions.  From  February 1994 through June 1996, he served as assistant
treasurer and corporate  controller for Mikohn Gaming  Corporation  where he was
responsible for financial reporting and SEC filings for operations that included
multiple manufacturing/distribution  facilities in the U.S. and internationally.
From 1991 to 1994,  Mr. Miller was vice  president  and corporate  controller of
Sahara  Resorts,   Inc.,  a  public  company  that  operated  four  hotel/casino
facilities in Las Vegas and Laughlin, Nevada.

         Mr.  Davenport has been a Director of the Company since September 1995;
Secretary of the Company from October 1996 through  February 1999. Mr. Davenport
was a partner in the law firm of Ponder and  Davenport,  P.C.  from 1990 through
November 1992 and has  practiced  law in West Point,  Georgia from December 1992
through the present. From January 1996 until April 1996, he and Mr. Coulter were
partners in the law firm of Coulter & Davenport located in Atlanta, Columbus and
West Point,  Georgia.  Mr. Davenport is a member of both the Alabama and Georgia
Bar  Associations  and is a  Certified  Public  Accountant  and a member  of the
Alabama CPA Society.  From  January  1995 to June 1998,  he was a partner in the
firm of Davenport & Sikes, Certified Public Accountants in Roanoke,  Alabama. He
is a director of several companies,  including public companies American Artists
Film Corporation,  and he is also a director at ITC DeltaCom, Inc., ITC Holdings
Company,  Inc. and several of its  affiliates.  Mr.  Davenport  earned his Juris
Doctorate  from  Cumberland  School of Law at Sanford  University in Birmingham,
Alabama.

          Dr.  Burns  has  been a  director  since  December,  1998  when he was
appointed by the remaining two board members to replace Mr.  Patrick R. McGrath,
who resigned to pursue his other business interests.  Dr. Burns earned his Ph.D.
in biopsychology from the University of Georgia,  Athens,  Georgia in 1974. From
December 1978 to the present, he has maintained a private practice, initially in
Savannah,  Georgia  through April 1989 and in Jonesboro  and  Mableton,  Georgia
since  April  1989,   specializing   in  individual  and  group   psychotherapy,
psychological assessment,  consultation to management, team building,  executive
mentoring,  and staff development.  In addition to his private practice,  he has
served as a program  director for Meadowbrook  Rehabilitation  Group of Atlanta,
managing their Subacute  Neurological Program from May 1990 to February 1993 and
their Community Re-entry Program from February 1993 to January 1994.

                                       23
<PAGE>
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, 1999, the Reporting  Persons have complied
with all applicable  Section 16(a) filing  requirements.  The Company has listed
RBB 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
-------------------------------

Director Compensation

         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
the year ended June 30, 1999, Dr. Thomas C. Burns,  Ph.D., a member of the Board
of Directors for the period December 1998 to the current date,  received options
to purchase  100,000  shares of the Company's  Common Stock based on the closing
price on the date of grant.  Pursuant  to the  anti-dilution  provisions  of the
option  agreement and The 1996 Stock Option Plan, as amended,  Dr. Burns and Mr.
Davenport  were issued an additional  644,857 and  2,227,311  options to acquire
Common Stock,  respectively,  in connection with the conversion of the Preferred
Stock and the Notes.

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, 1999, 1998 and 1997:

                                       24
<PAGE>
<TABLE>
<CAPTION>
                           Summary Compensation Table
                           --------------------------

                                                                                                        Long Term
                                                                                                   Compensation Awards
                                            Annual Compensation
-------------------------------- ---------- --------------- --------------- ---------------------- --------------------
Name and                         Fiscal           Salary ($)      Bonus ($)     Other Annual           Securities
Principal Position                 Year              (1)             (2)       Compensation ($)     Underlying Options
-------------------------------- ---------- --------------- --------------- ---------------------- --------------------
<S>                                <C>             <C>              <C>           <C>                 <C>
Gary L. Coulter (1) (3)
                                   1999            333,980          10,000        34,500(4)           16,390,320(7)
Chairman of the Board Of           1998            248,067               0        39,346(4)              338,289
Directors and Chief Executive      1997            156,000               0        18,206(4)            1,162,176
Officer
-------------------------------- ---------- --------------- --------------- ---------------------- --------------------
Robert E. Huggins (1) (6)          1999            178,846               0        15,167(5)            7,179,552(7)
                                   1998            170,670               0        9,000(5)               155,431
President and Chief Operating      1997            150,000               0         10,015(5)             508,452
Officer
-------------------------------- ---------- --------------- --------------- ---------------------- --------------------
<FN>
----------------
(1)      Salaries in fiscal 1998 and1997  includes $30,000 for each year paid to
         Mr.  Coulter and $30,000 each year paid to Mr.  Huggins in lump sums in
         November  1997 and  February  1997,  as an incentive to remain with the
         Company as a result of a possible  change in  control  situation  which
         occurred in November 1996.

(2)      In June 1997, the Board of Directors approved a bonus plan based on the
         total  market value of all the issued and  outstanding  Common Stock of
         the Company for the directors,  key employees and advisory directors of
         the  Company.  (See  "Other  Long-Term  Incentive  Awards"  below for a
         description of the plan).  The $10,000 bonus to Mr. Coulter  represents
         an accrual of  incentive  compensation  based on  cumulative  aggregate
         sales of the Company's product from inception through June 30, 1999.

(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. He relinquished his
         position as President  and Chief  Operating  Officer to Mr.  Huggins in
         July 1998. He reassumed  such  positions in August 1999 upon receipt of
         Mr. Huggins resignation.

(4)      Represents  taxable fringe  benefits for a leased  car and apartment in
         Las Vegas that were provided  to Mr. Coulter  during fiscal 1999,  1998
         and 1997.

(5)      Represents taxable fringe benefits for automobile allowance provided to
         Mr. Huggins during fiscal 1999,  1998 and 1997,  and  reimbursement  of
         golf course fees during fiscal 1998.

(6)      Mr.  Huggins  relinquished  his roles as Senior Vice  President in July
         1998 and Chief Financial Officer in August 1998 to become President and
         Chief  Operating  Officer of the Company.  In August 1999,  Mr. Huggins
         resigned from the Company.  Commencing  on or before July 1, 2000,  Mr.
         Huggins will be paid a fee of $10,000 per month for consulting services
         through December 31, 2005.

(7)      Represents stock options issued pursuant to the anti-dilution provision
         contained in Stock Option  agreement and Plan. In fiscal 1999, prior to
         the implementation of the anti-dilution  provision, Mr. Coulter and Mr.
         Huggins  received  700,000 and 300,000 options to acquire the Company's
         common stock.
</FN>
</TABLE>
                                       25
<PAGE>
Employment Agreements
---------------------

         Gary L. Coulter, Chairman of the Board of Directors and Chief Executive
Officer since October 18, 1996,  entered into an Employment  Agreement  with the
Company effective October 18, 1998. Mr. Coulter's  employment  agreement extends
until June 30, 2005, at which time the agreement will be  automatically  renewed
for another term of approximately 40 months.  Mr. Coulter's base salary from the
effective  date is $450,000  through  December  31,  2000.  Mr.  Coulter is also
entitled to additional compensation based upon the cumulative aggregate sales of
the AccuHopper,  AccuDrop and/or AccuFill Systems since the Company's inception.
Pursuant  to the terms of his  agreement,  he is entitled to receive in a single
lump sum payment 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. Mr. Coulter is
entitled to six months'  severance pay if he resigns.  In addition,  the Company
pays an automobile  allowance,  certain  personal air travel and life  insurance
payable to his designated  beneficiary.  Mr. Coulter is also entitled to options
to purchase a minimum of at least 1,489,714  shares of Common Stock each year of
his employment agreement at the closing market price on the date(s) of grant. He
is eligible to participate in any employee benefit or bonus plan provided by the
Company pursuant to the terms of such agreement.

         Robert E. Huggins was Senior Vice President and Chief Financial Officer
until July 1, 1998 when he was named President and Chief Operating  Officer.  On
June 10, 1999, Mr. Huggins and the Company entered into an employment  agreement
divided into two parts,  an  Employment  Term and a Consulting  Term,  and which
extends  through  December 31, 2005. The Employment Term was scheduled to expire
on December 31, 2000 unless  terminated  prior to that date by either party upon
15 days notice to the other party.  Mr. Huggins'  terminated the Employment Term
effective  August 5, 1999.  Mr.  Huggins was paid a salary during the Employment
Term of  $200,000  per year  together  with a car  allowance  of $750 per month.
During  the  Consulting  Term,  Mr.  Huggins is to be paid a  consulting  fee of
$10,000  per month  for up to 40 hours of  monthly  service.  In  addition,  Mr.
Huggins is to be  reimbursed  his  country  club  initiation  fee at the rate of
$858.60 per month through July 31,2001  regardless of which  contractual term is
in effect.  The  Consulting  Term is  scheduled to commence on or before July 1,
2000. In addition,  pursuant to the terms of his option agreements,  Mr. Huggins
has  options to acquire  7,179,552  shares of the  Company's  common  stock at a
weighted average option price of approximately  $0.03 per share, with expiration
dates from June 2007 to April 2009.


Change in Control Severance Agreement
-------------------------------------

         For the purpose of Mr. Coulter's Employment Agreement with the Company,
a "Change in Control"  generally  is deemed to occur if: (i) any person or group
of  affiliated  persons  other than the Company or certain  affiliated  entities
becomes  the owner of 40% or greater of the voting  securities  of the  Company;
(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 Employment Agreement, in the event of a Change in Control, Mr. Coulter
may elect to consider himself 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 in Control  and/or the date he elects
termination. No Change in Control has occurred under those agreements.

         In  addition  to the  Change  in  Control  provision  in Mr.  Coulter's
Employment Agreement discussed above, incentives granted to Mr. Coulter pursuant
to the Company's  Long-Term  Incentive  Plan mature  immediately  upon Change in
Control or termination for any reason.

                                       26
<PAGE>
Options
--------

         During the fiscal year ended June 30, 1999,  the Company issued options
to acquire the Company's  Common Stock , at prices based on the closing price on
the  issue  date  of  the  options,  to  employees,   officers,   directors  and
consultants,  through April 26, 1999, the date the Company  received  notices of
conversion  from the holders of the Preferred Stock and Notes. On April 29, 1999
the  Company  issued  25,918,667  shares  of Common  Stock to the  holder of the
Preferred Stock and 35,738,975 shares to the holders of the Notes, each issuance
representing  one-half of the ultimate  number of Common  Shares that were to be
issued to such holders based on the  conversion  formulas.  On April 30, 1999, a
majority  of  the  shareholders  consented  to an  increase  in  the  number  of
authorized shares of Common Stock from 100,000,000  shares to 500,000,000 shares
to accommodate the number of shares to be issued in the  conversions.  On May 7,
1999,  the holders of the Preferred  Stock and Notes were issued  25,918,667 and
35,738,975 Common Shares, respectively,  with an additional 104,353 shares to be
issued to the holders of the Notes in the future.

         Pursuant to the terms of the Company's Plan, as amended and approved by
the  stockholders  at the  January 21, 1998  annual  meeting,  an  anti-dilution
provision of the Plan was  activated  whereby the holders of stock options could
not have  their  equity  position  diluted or  enhanced  by the  issuance  of or
reduction in the number of Common Shares  issued.  This  provision also provided
that the total amount to be paid by an option holder in exercise of the original
options could not be increased or decreased, thereby requiring that the exercise
price be  adjusted  based on any  increase  or decrease in the number of options
available to each  individual  option holder.  On May 6, 1999, a majority of the
Common Stock  shareholders  approved an increase in the number of options  under
the Plan from 4,000,000 to 60,000,000.

         The tables below set forth certain information  regarding stock options
issued to the Named Executive Officers during the year ended June 30, 1999, with
the first table showing new options  issued during the year and the second table
showing the options issued  pursuant to the  anti-dilution  formula as described
above:

                                       27

<PAGE>
<TABLE>
<CAPTION>
                        Option Grants in Last Fiscal Year
                                Individual Grants

-------------------------------------------------------------------------------------------------------
                       Number of Securities    Percent of Total
                        Underlying Options    Options Granted to
                             Granted          Employee in Fiscal     Exercise or Base      Expiration
           Name                                      Year             Price Per Share         Date
-------------------------------------------------------------------------------------------------------

<S>                         <C>                  <C>                   <C>               <C>
Gary L. Coulter                4,469,143            12.37%                0.0295            12/09/98
                                 744,857             2.06%                0.0295            12/09/08
                               1,774,913             4.91%                0.0295            12/09/08
                                 744,857             2.06%                0.0269            06/02/07
                                 744,857             2.06%                0.0295            12/09/08
                               2,697,694             7.46%                0.0269            06/03/07
                               1,489,714             4.12%                0.0295            12/08/08
                               1,489,714             4.12%                0.0403            12/31/09
                               2,234,571             6.18%                0.0252            04/22/09
-------------------------------------------------------------------------------------------------------

Robert E. Huggins                372,429             1.03%                0.0295            12/09/08
                                 372,429             1.03%                0.0269            06/02/07
                                 372,429             1.03%                0.0295            12/09/08
                               1,862,143             5.15%                0.0295            12/09/08
                               1,180,241             3.27%                0.0269            06/03/07
                                 785,310             2.17%                0.0295            12/09/08
                               1,489,714             4.12%                0.0295            12/09/08
                                 744,857             2.06%                0.0252            04/22/09
-------------------------------------------------------------------------------------------------------

George P. Miller                 744,857             2.06%                0.0295            12/09/08
                                 744,857             2.06%                0.0295            12/09/08
-------------------------------------------------------------------------------------------------------

Erik R. Batzloff                 744,857             2.06%                0.0295            12/09/08
                                 204,285             0.57%                0.0295            12/09/08
                                 337,212             0.93%                0.0269            06/03/07
-------------------------------------------------------------------------------------------------------
<FN>
------------

(1)      Represents  option grants  pursuant to the  anti-duration  provision of
         option  agreements and Plan.  During fiscal 1999, prior to the issuance
         of the anti-dilutive  options,  Mr. Coulter, Mr. Huggins and Mr. Miller
         received 700,000, 300,000 and 200,000 options, respectively, to acquire
         the Company's Common Stock.
(2)      With the exception on the  anti-dilutive  options,  which  retained the
         expiration  date of the options being replaced,  the options  reflected
         herein have a ten-year term and vest at the  discretion of the Board of
         Directors. There are three primary vesting schedules including (I) 100%
         of the option shares  becoming  exercisable on the date of grant;  (ii)
         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; and (iii) 25% of the option shares vesting on
         each of the first, second, third and fourth anniversary dates.
</FN>
</TABLE>
                                       28

<PAGE>
Repricing of Stock Options
--------------------------

Certain Stock Options  Repriced - Effective  December 10, 1998, the non-employee
members of the Board of  Directors  approved a  repricing  of all stock  options
other than those held by the  non-employee  directors with prices  exceeding the
closing price of Common Stock on that date. The Company's Plan was adopted as an
incentive to all employees to excel in their work effort for the Company  which,
as a result,  would increase share value to all  stockholders.  The non-employee
directors noted that although 80% of the outstanding stock options had per share
prices of in excess of $0.40, with 57% of the options having per share prices of
in excess of $0.50,  the Common  Stock has closed  consistently  under $0.40 per
share for an extended period. The non-employee  directors  accordingly concluded
that many of the  options  outstanding  under the Plan  were not  providing  the
employees  with the  intended  incentive,  repricing  2,904,934  options  at the
closing price on December 10, 1998 of $0.22 per share.

Anti-Dilutive  Options Issued in Exchange for Existing Options - Pursuant to the
terms of the Company's Plan and individual stock option agreements,  as a result
of the conversions of the Preferred Stock and Notes an  anti-dilution  provision
was  activated  whereby the holders of stock options could not have their equity
position  diluted or enhanced by the  issuance of or  reduction in the number of
Common Stock shares  issued.  This provision also provided that the total amount
to be paid by an option holder in exercise of the original  options could not be
increased or decreased,  thereby  requiring  that the exercise price be adjusted
based on any  increase or decrease  in the number of options  available  to each
individual option holder. As a result,  5,934,928  pre-conversion options with a
weighted average exercise price of $0.25 per share were exchanged for 44,206,735
post-conversion  options  with a weighted  average  exercise  price of $0.03 per
share.

The impact of the above two events on Executive  Officers  and  Directors of the
Company is noted below:
<TABLE>
<CAPTION>
                                          Pre-Conversion Options                   Post-Conversion Options
                                 ----------------------------------------- ----------------------------------------
                                                        Weighted Average                        Weighted Average
                                        Number               Price              Number               Price
-------------------------------- --------------------- ------------------- ------------------ ---------------------
<S>                              <C>                   <C>                 <C>                <C>
Gary L. Coulter                       2,200,465               $0.22           16,390,320              $0.03
-------------------------------- --------------------- ------------------- ------------------ ---------------------
Robert E. Huggins                       963,883                0.21            7,179,552               0.03
-------------------------------- --------------------- ------------------- ------------------ ---------------------
Erik R. Batzloff                        172,698                0.21            1,286,354               0.03
-------------------------------- --------------------- ------------------- ------------------ ---------------------
George P. Miller                        200,000                0.22            1,489,714               0.03
-------------------------------- --------------------- ------------------- ------------------ ---------------------
Malcolm C. Davenport V                  345,396                0.27            2,572,706               0.04
-------------------------------- --------------------- ------------------- ------------------ ---------------------
Dr. Thomas C. Burns                     100,000                0.31              744,857               0.04
-------------------------------- --------------------- ------------------- ------------------ ---------------------
</TABLE>







Aggregated  Option  Exercises  in Last  Fiscal  Year and Fiscal  Year End Option
Values
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                      Number of Securities              Value of Unexercised
                                                     Underlying Unexercised             In-The-Money Options
                                                    Options at June 30, 1999              at June 39, 1999
----------------------- ------------ ----------- -------------- ----------------- --------------- -----------------
         Name             Shares       Value
                         Acquired     Realized    Exercisable    Unexercisable     Exercisable     Unexercisable
----------------------- ------------ ----------- -------------- ----------------- --------------- -----------------
<S>                     <C>          <C>         <C>            <C>               <C>             <C>
Gary L. Coulter              -       $     -        16,390,320         -               3,288,730         -
----------------------- ------------ ----------- -------------- ----------------- --------------- -----------------
Robert E. Huggins            -           -           7,179,552         -               1,446,740         -
----------------------- ------------ ----------- -------------- ----------------- --------------- -----------------
Erik R. Batzloff             -           -             964,766           321,589         184,825       64,698
----------------------- ------------ ----------- -------------- ----------------- --------------- -----------------
George P. Miller             -           -             186,214         1,303,500          37,336      261,352
----------------------- ------------ ----------- -------------- ----------------- --------------- -----------------
</TABLE>

                                       29
<PAGE>
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. On May 4, 1999, the Board of Directors of
the Company  determined  that the  increase in the number of Common Stock shares
related to the conversions of the Preferred Stock and Notes were not to be taken
into consideration in determining 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.

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 October 22, 1999 as to
(a)  each  director,  (b)  each  executive  officer  identified  in the  Summary
Compensation  Table below,  (c) all  directors  and officers 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
Beneficial Owner                               Shares              Class (2)
---------------------------------------------- -----------------   -----------

Directors and Executive Officers(1):

<S>                                           <C>                  <C>
Malcolm C. Davenport V                         68,981,670(4)          46.5%
Gary L. Coulter                                16,879,164(5)          10.4%
Thomas C. Burns, Ph.D.                            744,857(6)            .5%
Erik R. Batzloff                                1,286,353(7)            .9%
George P. Miller                                  558,642(8)            .4%
Robert E. Huggins(9)                            7,209,551(10)          4.7%

All directors and executive officers
As a group (6 persons)                         95,655,237(11)         54.8%

Five Percent (5%) or Greater Stockholders:
----------------------------------------------

RBB Bank Aktiengesellschaft
Burgring 16, 8010  Graz, Austria               52,288,224(3)          36.1%

Malcolm C. Davenport V Family Trust
409 10th Street
West Point, Georgia 31833                      62,961,661             42.4%
-----------------

                                       30
<PAGE>
<FN>

(1)      The  address  of  all  directors  and  executive  officers  is c/o  the
         Company, 1857 Helm Drive, Las Vegas, Nevada 89119.

(2)      Percent  of class  is based on the  number  of  shares  outstanding  on
         October 22, 1999.  Percent of class includes 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.

(3)      RBB  disputes its  designation  as a  beneficial  owner.  RBB takes the
         position that it does not control or direct the  disposition  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.

(4)      Includes 3,133,886 shares owned and 2,572,707 shares subject to options
         that are currently  exercisable  or will become  exercisable  within 60
         days,  including  2,227,309 options that were issued in connection with
         the  conversions  of the Preferred  Stock and the Notes pursuant to the
         anti-dilution  provisions  of option  agreements  under The 1996  Stock
         Option Plan (the  "Plan"),  in  connection  with the  conversion of the
         Preferred Stock and the Notes into Common Stock, 313,416 shares held by
         Mr.  Davenport's  spouse and  62,961,661  shares held by The Malcolm C.
         Davenport V Family Trust (the "Trust").

(5)      Includes 488,843 owned shares and 16,390,321  shares subject to options
         that are currently  exercisable  or will become  exercisable  within 60
         days,  14,189,856  of which were issued  pursuant to the  anti-dilution
         provisions of option  agreements  under the Plan in connection with the
         conversion of the Preferred Stock and the Notes into Common Stock.

(6)      Represents  744,857  shares  subject  to  options  that  are  currently
         exercisable  or will  become  exercisable  within  60  days,  including
         644,857 of which were issued pursuant to the  anti-dilution  provisions
         of option  agreements  under the Plan in connection with the conversion
         of the Preferred Stock and Notes into Common Stock.

(7)      Represents  1,286,354  shares  subject  to options  that are  currently
         exercisable  or will  become  exercisable  within  60  days,  including
         1,113,656 of which were issued pursuant to the anti-dilution provisions
         of option  agreements  under the Plan in connection with the conversion
         of the Preferred Stock and Notes into Common Stock.

(8)      Represents  558,642  shares  subject  to  options  that  are  currently
         exercisable  or will  become  exercisable  within  60  days,  including
         1,289,714 of which were issued pursuant to the anti-dilution provisions
         of option  agreements  under the Plan in connection with the conversion
         of the Preferred Stock and Notes into Common Stock.

(9)      Mr. Huggins resigned  following  the close of the fiscal year by letter
         dated August 5, 1999.

(10)     Includes  50,000 shares owned and 7,159,551  shares  subject to options
         that are currently  exercisable  or will become  exercisable  within 60
         days,  6,215,668  of which were issued  pursuant  to the  anti-dilution
         provisions of option  agreements  under the Plan in connection with the
         conversion of the Preferred Stock and Notes into Common Stock.

(11)     Includes  28,712,431  shares  subject  to  options  that are  currently
         exercisable or will become exercisable within 60 days.
</FN>
</TABLE>
                                       31
<PAGE>
ITEM 12.       CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------       ----------------------------------------------

         The Lanier M.  Davenport,  Sr. Family Trust and the Trust, a trustee of
which is Malcolm C. Davenport V, a Director of the Company, made advances in the
amount of  $1,920,000  during the year ended June 30, 1996.  Of the  $1,920,000,
$1,440,000 was converted into 855,686 shares of Common Stock of the Company. All
of the shares of common stock issued in  satisfaction of this debt have not been
registered and were issued with  restrictive  legends.  The remaining  $480,000,
plus accrued interest of $15,542, was converted to demand notes with an interest
rate of 10% per annum.  These  notes  were  repaid in  monthly  installments  of
$20,000, including interest, with the balance being repaid in full in July 1998.

         On August 14, 1997,  Spinteknology,  Inc.,  ("Spinteknology")  a wholly
owned  subsidiary of the Company,  entered into a $500,000,  12% promissory note
agreement  with the Trust.  On October 1, 1997, the Trust elected to convert the
note plus accrued  interest of  approximately  $4,000  thereon,  into  1,400,880
shares of the Company's  Common Stock.  The conversion  price of $0.36 per share
reflects a 32% discount  from the closing price of $0.53 per share on October 1,
1997.  The shares were issued as a result of the conversion on or about November
30,  1997.  The  shares  issued  as a  result  of the  conversion  have not been
registered and bear a restrictive legend.

         On February 27, 1998,  the Company  initiated the private  placement of
$5,000,000 in 6% Secured  Convertible  Notes. The Trust purchased  $4,300,000 of
the Notes,  including  purchases of $1,000,000 in March 1998,  $900,000 in April
1998,  $2,100,000 in July 1998, and $300,000 in October 1998. In April 1999, the
Trust converted all of the Notes into 61,560,781  shares of the Company's Common
Stock,  with 30,735,518  shares and 30,735,519  shares being issued on April 29,
1999 and May 6,  1999,  respectively,  with an  additional  89,744  shares to be
issued upon  instructions  from the Board of  Directors.  A total of $197,566 in
accrued  interest  was due the Trust on  February  28,  1999,  the first  annual
interest payment date on the Notes,  which was not paid on that date pursuant to
an  agreement  between  the Trust and the  Company.  An  additional  $42,283  in
interest accrued through the date of conversion,  April 29, 1999. In March 1999,
the Company  paid the Trust  $75,000 of this  interest,  and in May 1999 entered
into an agreement to pay the Trust in monthly  installments of $50,000 including
interest at the rate of 10% per annum.

         On October  20,  1999,  the Board of  Directors  of the  Company,  with
Malcolm C.  Davenport V abstaining  from the vote,  approved the  conversion  of
$493,582 in open accounts  payable into 2,820,470 shares of the Company's Common
Stock based on the closing price of $0.175 per share on October 19, 1999.

         Malcolm C. Davenport V loaned  Spinteknology  $350,000 in January 1999,
evidenced  by a 10%  note and  secured  by a pledge  of the  Company's  patents,
copyrights and other  intellectual  property  rights.  At the time, the security
position  was  subordinate  to the  position  of the  holders of the  Notes.  In
addition,  Mr. Davenport loaned Spinteknology $500,000 in February 1999. The two
loans were rewritten in May 1999 in the form of two notes,  one in the amount of
$450,000 and one in the amount of $400,000,  each of which bear  interest at the
rate of 10% per annum and are  secured by the  Company's  intellectual  property
rights.  The Company made a payment of $50,000 on the $450,000 note in May 1999,
including interest.  The two loans,  together with the interest due the Trust as
noted in the above  paragraph,  are to be repaid  in a  monthly  installment  of
$50,000,  with the  first  such  monthly  payments  being  applied  against  the
obligation to the Trust,  then to the $450,000 loan, and finally to the $400,000
loan.  Based on this  schedule,  the Trust will be paid off at the end of August
1999,  the  $450,000  loan at the end of May  2000,  and  the  $400,000  loan on
February 28, 2001.

         Sarah L. Davenport, mother of 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.  On October  1,  1998,  the note plus  accrued
interest  in the  amount of $6,606  was  converted  into  120,938  shares of the
Company's  common stock.  The conversion price of $0.22 per share reflects a 32%
discount from the closing price of $0.33.

                                       32
<PAGE>
          Dr.  Thomas C.  Burns,  a member of the Board of  Directors,  provides
certain employee relations  services to the Company.  During the year ended June
30, 1999, Dr. Burns was compensated in the amount of $3,352 for these services.


ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

(a)      Exhibits

         The following exhibits are submitted herewith:

No.
Description

2.1*   Agreement of Merger and Plan of  Reorganization,  effective August 24,
       1998 (1)

3.1*   Certificate of Amendment of Articles of Incorporation

3.2*   By laws of the Registrant, adopted August 24, 1998 (1)

4.1*   Certificate  of  Designations,   Numbers,   Powers,   Preferences  and
       Relative,  Participating,  Optional,  and Other Special Rights and the
       Qualifications,  Limitations,  Restrictions,  and Other Distinguishing
       Characteristics  of Series A  Preferred  Stock  dated  July 16,  1997,
       restated effective __________, 1998 (1)

4.2*   6% Secured Convertible Notes (1)

4.3*   Notices of  Exercise of 6% Secured  Convertible  Notes dated April 26,
       1999 (8)

4.4*   Notices of Conversion of Preferred Stock dated April 26, 1999 (8)

10.1*  Premise Lease dated June 9, 1998 (1)

10.2*  Premise Lease dated May 19, 1999

10.3*  Amendment to Premise Lease dated May 19, 1999

10.4*  Employment Agreement with Gary L. Coulter dated December 10, 1998 (2)

10.5*  Employment Agreement with Robert E. Huggins dated June 10, 1999

10.6*  License Agreement between  Spinteknology,  Inc. and SUZO International
       (N.L.) B.V. (3)

10.7*  Warrant Agreement,  dated as of July 16, 1996, relating to warrants to
       purchase 250,000 shares of common stock (4)

10.8*  Registrant's 1996 Stock Option Plan, as amended (5)

10.9*  Agreement dated February 5, 1997 by and between Registrant and Gary L.
       Coulter and Robert E. Huggins (6)

10.10* 1997  Incentive  Bonus  Plan  of  Spintek  Gaming  Technologies,  Inc.
       effective June 1, 1997 (6)

10.11* Promissory  Note,  dated  August 14, 1997,  to Malcolm C.  Davenport V
       Family Trust (6)

10.12* Regulation S Securities  Subscription Agreement dated October 22, 1997(7)

10.13* Loan Commitment letter dated August 31, 1999 from Malcolm C. Davenport V

10.14* Promissory  Note dated May 1, 1999 to Malcolm  C.  Davenport  V in the
       amount of $450,000

10.15* Promissory  Note dated May 1, 1999 to Malcolm  C.  Davenport  V in the
       amount of $400,000

10.16* Patent Collateral Assignment dated December 20, 1998

10.17* Collateral Assignment and Security Agreement dated December 20, 1998

10.18* Amendment to Patent  Collateral  Assignment and Collateral  Assignment
       and Security Agreement dated May 1, 1999

21.1*  List of Subsidiaries of the Registrant

27.1*  Financial Data Schedule

*      Previously filed
----------------
                                       33
<PAGE>
(1)  Incorporated  by reference to the Form 10-KSB for the period ended June 30,
     1998.

(2)  Incorporated  by reference to the Form 10-QSB for the period ended December
     31, 1998.

(3)  Incorporated  by reference  to the specific  exhibit to the Form 10-QSB for
     the period ended March 31, 1996.

(4)  Incorporated  by reference to the specific  exhibit to the Form 8-K,  filed
     August 12, 1996.

(5)  Incorporated by reference to the Form S-8 filed June 18, 1999.

(6)  Incorporated  by reference to the Form 10-KSB for the period ended June 30,
     1997.

(7)  Incorporated by reference to the Form 10-QSB for the period ended September
     30, 1997.

(8)  Incorporated by reference to the Form 8-K dated April 26, 1999.

(b)      Reports on Form 8-K

     On  April  26,  1999,  a  Current  Report  on Form 8-K was  filed  with the
Securities and Exchange Commission  reporting that all of the outstanding shares
of the Preferred Stock,  together with the accrued  interest,  and the Notes had
been  converted  into the  Company's  Common  Stock.  Each of these  events  was
transacted  through the issuance of one-half of the shares on April 29, 1999 and
the balance of the shares on May 7, 1999. The holders of the Preferred Stock and
the Notes received a total of 51,837,334 and 71,477,950  shares of the Company's
Common Stock,  respectively,  increasing  the Company's  issued and  outstanding
Common Stock to 142,554,846 shares.

     On April 30, 1999, the Board of Directors,  with the written consent of the
shareholders  holding a majority of the Company's  Common  Stock,  authorized an
increase in the number of shares of Common Stock to 500,000,000. On May 7, 1999,
the Board of Directors,  with the written consent of the shareholders  holding a
majority of the Company's common stock,  authorized an increase in the number of
shares authorized under the 1996 Stock Option Plan to 60,000,000.


<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
                                        President, Chairman of the Board and
                                        Chief Executive Officer

     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                                    November 12, 1999
-------------------
Gary L. Coulter
President, Chairman of the Board, Chief Executive
Officer, and Director (Principal
Executive Officer)



/s/ GEORGE P. MILLER                                   November 12, 1999
------------------------------------
George P. Miller
Chief Financial Officers, Treasurer
(Principal Financial and
Accounting Officer)



/s/ MALCOLM C. DAVENPORT V                             November 12, 1999
--------------------------
Malcolm C. Davenport V
Director



/s/ DR. THOMAS C. BURNS, Ph.D                          November 12, 1999
-----------------------------
Thomas C.  Burns
Director