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

                                   FORM 10-QSB

(Mark One)
     X      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
    ---     EXCHANGE ACT OF 1934

            For the quarterly period ended: March 31, 1999   
                                            --------------     

                                       OR

    ---     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

            For the transition period from ______________ to _______________

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 
--------------------------------------------------------------------------------
(Address of principal executive offices)                            (Zip Code)

                                 (702) 263-3660
                                 --------------
              (Registrant's telephone number, including area code)


--------------------------------------------------------------------------------
(Former  name,  former  address and former  fiscal year,  if changed  since last
report)

         Indicate  by check mark  whether the issuer (1) filed all reports to be
filed by  Section  13 or 15(d) of the  Exchange  Act of 1934  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 the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date:

142,147,549 shares of Common Stock, $0.002 par value as of May 6, 1999
----------------------------------------------------------------------

                                       1
<PAGE>
                        SPINTEK GAMING TECHNOLOGIES, INC.

                                   FORM 10-QSB
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

                                                                                       Page No.
                                                                                       --------
<S>                                                                                   <C>
PART I.    FINANCIAL INFORMATION

   Item 1.     Financial Statements

                Consolidated Balance Sheets at March 31, 1999 and June 30, 1998           3
                Consolidated Statements of Operations for the Three Months and Nine
                      Months Ended March 31, 1999 and 1998                                4
                Consolidated Statements of Cash Flows for the Nine Months Ended
                      March 31, 1999 and 1998                                             5
                Notes to Consolidated Financial Statements                                7

   Item 2.     Management's Discussion and Analysis of Financial Condition and
               Results of Operations                                                      9

PART II.   OTHER INFORMATION

   Item 1.     Legal Proceedings                                                         13

   Item 2.     Changes in Securities                                                     13

   Item 3.     Defaults Upon Senior Securities                                           13

   Item 4.     Submission of Matters to a Vote of Security Holders                       13

   Item 5.     Other Information                                                         13

   Item 6.     Exhibits and Reports on Form 8-K                                          13

SIGNATURE PAGE                                                                           14

EXHIBIT INDEX                                                                            15

                                       2
<PAGE>
            SPINTEK GAMING TECHNOLOGIES, INC. AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS
                              (In thousands)
                                (Unaudited)

                                                                  March 31,   June 30,
                                                                    1999       1998
                                                                    ----       ----
<S>                                                               <C>         <C>     
                                  ASSETS
Current assets:
  Cash ........................................................   $  1,059    $    500
  Accounts receivable, net ....................................        891         229
  Prepaid and other current assets ............................        717          46
  Inventories, net ............................................      1,785         679
                                                                  --------    --------
    Total current assets ......................................      4,452       1,454

Furniture, fixtures and equipment, net ........................        265         144
Licenses and patents ..........................................        975       1,019
Other assets ..................................................        100         126
                                                                  --------    --------
Total assets ..................................................   $  5,792    $  2,743
                                                                  ========    ========

                   LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
  Accounts payable ............................................   $  1,220    $    852
  Demand notes payable to stockholder and affiliates ..........        850         190
  Accrued liabilities .........................................      1,352         640
  Accrued interest ............................................        163          53
  Customer deposits ...........................................      1,404         247
  Accrued conversion preference ...............................        732         485
                                                                  --------    --------
    Total current liabilities .................................      5,721       2,467
                                                                  --------    --------

Long-term debt ................................................      5,000       2,350
                                                                  --------    --------

Stockholders' deficit:
  Convertible preferred stock, no par value, 100,000 shares
    authorized, 8,241 shares issued and outstanding ...........      5,355       5,355
  Common stock, $.002 par value, 100,000,000 shares authorized,
    20,111,322 and 19,990,384 shares issued and outstanding ...         40          40
  Additional paid-in capital ..................................      5,635       5,855
  Accumulated deficit .........................................    (15,930)    (13,295)
  Treasury stock, 1,317,329 shares, at cost ...................        (29)        (29)
                                                                  --------    --------
    Total stockholders' deficit ...............................     (4,929)     (2,074)
                                                                  --------    --------

Total liabilities and stockholders' deficit ...................   $  5,792    $  2,743
                                                                  ========    ========
</TABLE>

        See accompanying Notes to Consolidated Financial Statements

                                     3
<PAGE>
               SPINTEK GAMING TECHNOLOGIES, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In thousands, except per share data)
                                   (Unaudited)


                                                         Three Months Ended      Nine Months Ended
                                                                March 31,            March 31,
                                                          ---------------------------------------
                                                          1999       1998        1999        1998
                                                          ----       ----        ----        ----
<S>                                                    <C>         <C>         <C>         <C>     
Sales ..............................................   $  1,041    $    180    $  3,050    $    180
Cost of sales ......................................        572         103       1,693         103
                                                       --------    --------    --------    --------
  Gross profit .....................................        469          77       1,357          77

Selling, general and administrative expenses .......      1,477         968       3,512       2,601
Research and development expense ...................         40         257         204         697
                                                       --------    --------    --------    --------

  Operating loss ...................................     (1,048)     (1,148)     (2,359)     (3,221)

Other income (expense):
  Interest income ..................................          9           4          43           9
  Depreciation and amortization ....................        (52)        (14)        (90)        (34)
  Interest expense .................................        (94)        (15)       (229)        (36)
                                                       --------    --------    --------    --------

Net loss ...........................................     (1,185)     (1,173)     (2,635)     (3,282)
Conversion preference of convertible preferred stock        (81)        (86)       (247)       (245)
                                                       --------    --------    --------    --------

Net loss applicable to common shares ...............   $ (1,266)   $ (1,259)   $ (2,882)   $ (3,527)
                                                       ========    ========    ========    ========

Loss per common share information:
  Weighted average common shares:
    Basic ..........................................     18,795      17,365      18,753      16,765
                                                       ========    ========    ========    ========
    Diluted ........................................     18,795      17,365      18,753      16,765
                                                       ========    ========    ========    ========

  Net loss per common share:
    Basic ..........................................   $  (0.07)   $  (0.07)   $  (0.15)   $  (0.21)
                                                       ========    ========    ========    ========
    Diluted ........................................   $  (0.07)   $  (0.07)   $  (0.15)   $  (0.21)
                                                       ========    ========    ========    ========
</TABLE>

           See accompanying Notes to Consolidated Financial Statements


                                        4

<PAGE>
               SPINTEK GAMING TECHNOLOGIES, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

                                                              Nine Months Ended
                                                                   March 31,
                                                             -------------------
                                                               1999       1998
                                                             -------    --------
<S>                                                          <C>        <C> 
Cash flows from operating activities:    
  Net loss ...............................................   $(2,635)   $(3,282)
  Adjustments to reconcile net loss to net cash used
   in operating activities:
    Depreciation and amortization ........................        90         33
    Non-cash interest expense ............................      --         --
    Change in allowance for inventory obsolescence, net ..        70         64
    Provision for bad debts ..............................      --           39
    Non-cash operating expenses for common stock .........      --           27
    Royalty expense used to reduce note receivable
     from related company ................................      --           76
  (Increase) decrease in assets:
    Accounts receivable ..................................      (662)      --
    Inventory ............................................    (1,176)      (119)
    Prepaid expenses and other ...........................      (646)        19
  Increase (decrease) in liabilities:
    Accounts payable .....................................       369        182
    Accrued liabilities ..................................       711        442
    Accrued interest .....................................       116         14
    Customer deposits ....................................     1,157       --
                                                             -------    -------
Net cash used in operating activities ....................    (2,606)    (2,505)
                                                             -------    -------

Net cash used in investing activities:
  Purchase of furniture, fixtures and equipment ..........      (165)       (67)
                                                             -------    -------

Cash flows from financing activities:
  Proceeds from issuance of convertible debentures .......     2,650      1,000
  Proceeds from demand notes payable to affiliates
    stockholders .........................................       850        499
  Repayments of notes payable to affiliates and
    stockholders .........................................      (170)       --
  Proceeds from issuance of preferred stock ..............       --         975
                                                             -------    -------
Net cash provided by financing activities ................     3,330      2,474
                                                             -------    -------

Net increase (decrease) in cash and cash equivalents .....       559        (98)
Cash and cash equivalents, beginning of period ...........       500        404
                                                             -------    -------

Cash and cash equivalents, end of period .................   $ 1,059    $   306
                                                             =======    =======
</TABLE>

          See accompanying Notes to Consolidated Financial Statements


                                        5
<PAGE>
               SPINTEK GAMING TECHNOLOGIES, INC. AND SUBSIDIARIES
<TABLE>
<CAPTION>
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)
                                   (Unaudited)

                                                                Nine Months Ended
                                                                    March 31,
                                                               -----------------
                                                                 1999      1998
                                                               -------    ------
<S>                                                            <C>        <C>  
Supplemental schedule of non-cash investing and
 financing activities: 
    Conversion preference of preferred stock ..............    $  (247)   $(245)
                                                               =======    =====

    Issuance of common stock for debt .....................    $    26    $ 500
                                                               =======    =====

    Issuance of common stock in lieu of cash for fees
      related to preferred stock transaction ..............    $  --      $ 110
                                                               =======    =====


Supplemental disclosure of cash flow information:
    Cash paid for interest ................................    $   113    $  22
                                                               =======    =====
</TABLE>


           See accompanying Notes to Consolidated Financial Statements


                                        6
<PAGE>

              SPINTEK GAMING TECHNOLOGIES, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The  consolidated  financial  statements  include the accounts of Spintek Gaming
Technologies,  Inc. ("SGT") and its wholly owned subsidiary Spintek Gaming, Inc.
("Gaming"),   and  Gaming's  wholly  owned   subsidiary,   Spinteknology,   Inc.
("Spinteknology") (SGT, Gaming and Spinteknology collectively referred to as the
"Company"). All significant intercompany transactions have been eliminated.

The consolidated balance sheet as of March 31, 1999 and the related consolidated
statements  of  operations  for the three months and nine months ended March 31,
1999 and 1998 and  consolidated  statements  of cash  flows for the nine  months
ended March 31, 1999 and 1998 are unaudited  but, in the opinion of  management,
reflect all adjustments  necessary for a fair  presentation of results for those
periods.  The results of operations  for an interim  period are not  necessarily
indicative  of the  results  for  the  full  year.  The  consolidated  financial
statements  should  be read  in  conjunction  with  the  consolidated  financial
statements  and notes thereto  contained in the Company's  annual report on Form
10-KSB for the year ended June 30, 1998.

From  inception in March 1995 through the third quarter of the Company's  fiscal
year ended June 30, 1998, the Company and its  subsidiaries  reported  operating
activities  as a  development  stage  enterprise.  During  the third and  fourth
quarters of fiscal 1998, the Company began to actively  market and sell products
to  the  casino  industry  utilizing  this  proprietary  technology.  Therefore,
commencing  with the Form  10-KSB for the year ended June 30,  1998,  management
determined that the Company should no longer be a development  stage  enterprise
for financial  reporting  purposes.  Hence,  cumulative from inception financial
information has been eliminated from the  Consolidated  Statements of Operations
and Consolidated Statements of Cash Flows.

The  accompanying  financial  statements for the prior periods  reflect  certain
reclassifications,  which  have no effect on net  losses or cash  flows in those
periods, to conform to classifications in the current period.

NOTE 2 - SUBSEQUENT EVENT

On April  26,  1999,  the  Company  received  from  RBB Bank  Aktiengesellschaft
("RBB"),  the holder of SGT's 4%  Convertible  Preferred  Stock (the  "Preferred
Stock") notices of conversion of all 8,241 outstanding shares of Preferred Stock
into SGT's common stock. The conversion price,  based on the average closing bid
price of the common  stock for the five  trading  days ended  Friday,  April 23,
1999, was $0.1735. As a result of the conversions, SGT issued approximately 51.8
million  shares of its common  stock to RBB.  Due to an  insufficient  number of
shares of  authorized  common  stock,  the shares were  delivered  to RBB in two
issues,  the first  occurring on April 29, 1999 for  approximately  25.9 million
shares.   Subsequent  to  the  amendment  to  SGT's  Articles  of  Incorporation
increasing the number of shares of authorized common stock, SGT issued to RBB on
May 6, 1999 the remaining 25.9 million shares.

Also on April  26,  1999,  SGT  received  from  the  holders  of the 6%  Secured
Convertible Notes (the "Notes") their notices of conversion  effective April 29,
1999 of the  $5,000,000  principal  amount of the Notes into common  stock.  The
$5,000,000  of  Notes  which  were  converted   constituted  all  of  the  Notes
outstanding.  The  conversion  rate was 0.4% of the common  shares  outstanding,
including  the shares  issued to RBB in the  conversion  noted  above and vested
options, a majority of which were subject to anti-dilution provisions,  for each
$50,000 in principal  amount of the Notes. As a result of the  conversions,  the
Company  issued  approximately  71.5  million  shares of its common stock to the
holders  of the Notes.  Due to an  insufficient  number of shares of  authorized
common  stock , the shares  were  

                                       7
<PAGE>
delivered  to the holders of the Notes in two  issues,  the first  occurring  on
April  29,  1999 for  approximately  35.75  million  shares.  Subsequent  to the
amendment to SGT's Articles of Incorporation  increasing the number of shares of
authorized  common  stock,  SGT  issued to the Note  holders  on May 6, 1999 the
remaining 35.75 million shares.

On April 28, 1999,  the holders of a majority of SGT's common stock  approved by
written consent an amendment to SGT's Articles of  Incorporation  increasing the
number  of  authorized  shares  of  common  stock  from  100,000,000  shares  to
500,000,000 shares. The amendment was effective on May 3, 1999.

In addition, in May 1999, the Board of Directors of SGT, with written consent of
the holders of a majority of the outstanding common stock of SGT,  authorized an
increase  in the number of shares of common  stock  under the 1996 Stock  Option
Plan from 4,000,000 to 60,000,000.

The  following  is a pro  forma  comparison  of the  balance  sheet pre and post
conversion.


The  following  is a pro  forma  comparison  of the  balance  sheet pre and post
conversion.
<TABLE>
<CAPTION>
                                             (In Thousands)
                                     Pre-Conversion    Post Conversion
                                     --------------    ---------------
<S>                                     <C>               <C>     
Current assets ....................     $  4,452          $  4,452
Other assets ......................        1,340             1,340
                                        --------          --------
Total assets ......................     $  5,792          $  5,792
                                        ========          ========

Current liabilities ...............     $  5,721          $  4,989
Noncurrent liabilites .............        5,000              --
                                        --------          --------
Total liabilities .................       10,721             4,989

Stockholders' equity (deficit) ....       (4,929)              803
                                        --------          --------
                                        $  5,792          $  5,792
                                        ========          ========
</TABLE>

NOTE 3 - ORDER BACKLOG

As of March 31, 1999,  the Company had an order  backlog of  approximately  $4.0
million accompanied by deposits from customers of $1.4 million.

NOTE 4 - LICENSES AND PATENTS

In  October  1998,  the  Company  was  awarded a patent by the U.S.  Patent  and
Trademark Office ("USPTO").  This patent encompasses hopper weighing  technology
used by the Company to thwart technician fraud as well as providing for drop box
counting and weighing of coins.  It also  enumerates  other possible uses of the
weighing  technology  and allows for the expansion of claims in further  filings
with USPTO.  Similar  patents have previously been awarded to the Company by the
Department of Trade and Industry, Republic of South Africa in July 1997, and the
European Patent  Organization  ("E.P.O.") in 1998.  Patents issued by the E.P.O.
are applicable for eighteen  contracting  European countries and four designated
extension  European  countries.  The E.P.O.  patent is  applicable  for the five
European  countries in which  Azkoyen,  a Spanish  company,  has pending  patent
applications that may be deemed similar to the Company's E.P.O. patents.  Though
the granting of a patent to the Company in the E.P.O.  countries is considered a
mandate of intellectual  property rights, and management  believes the Company's
claims are valid and intends to  vigorously  assert its rights,  it is unable to
estimate the possible outcome or the ultimate  financial effect of any potential
proceedings regarding this matter.

                                       8
<PAGE>
ITEM 2. MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Certain  information  included herein contains statements that may be considered
forward-looking  statements  within the meaning of Section 27A of the Securities
Act of 1933 and  Section 21E of the  Securities  Exchange  Act of 1934,  such as
terms expressing future  expectations,  enthusiasm about future  potential,  and
anticipated  growth  in  sales,  revenues  and  earnings.   All  forward-looking
statements,  although  made in good faith,  are subject to  important  risks and
uncertainties that could significantly  affect anticipated results in the future
and, accordingly, results may differ from those expressed in any forward-looking
statements made herein. Such statements are necessarily  speculative and factors
including,  but not limited to, unusual  production or supply problems,  unusual
risks attending foreign transactions, year 2000 problems, competitive pressures,
unanticipated  problems in obtaining approvals and/or licenses from governmental
authorities as to products or the ability to sell products in any  jurisdiction,
a general  deterioration in domestic or global economic conditions,  and changes
in  federal  or  state  tax  laws or laws  permitting  legalized  gaming  in any
jurisdiction within which gaming is currently conducted or the administration of
such laws, could cause results to differ materially from those projected.

Year 2000 Considerations

The Company's hopper weighing technology is date sensitive and both the hardware
and  software are Year 2000  compliant.  The  Company's  primary  customers  are
casinos with slot  machines into which the  Company's  product is installed.  In
addition,  many casinos  utilize slot  machine  accounting  systems to which the
Company's  product  must  interface.  Although  the  Company  has  not  received
assurances  from the primary  slot  machine  manufacturers  or the slot  machine
accounting  system  manufacturers as to the Year 2000 issue, the Company expects
that at least a majority of the  machines  and  accounting  systems will be Year
2000 compliant.

The Company has initiated a program of contacting  its primary  suppliers of key
components of its hopper weighing system to receive assurance that the Year 2000
issue will not directly impact their ability to supply the Company with product.
In  addition,  the  Company  has  located  alternative  sources for all such key
components.

The  Company  has  recently  installed a  manufacturing,  inventory  control and
accounting software system that has been represented by the developer to be Year
2000 compliant.

Maintenance or  modification  costs  associated with the Year 2000 issue will be
expensed as incurred,  while the costs of any new software  will be  capitalized
and amortized  over the  software's  useful life. The Company does not expect to
incur  costs in  connection  with the Year 2000 issue that would have a material
impact on operations.

Material Changes in Results of Operations

Background Information

From  inception in March 1995 through the third quarter of the Company's  fiscal
year ended June 30, 1998, the Company realized minimal revenues from the sale of
its products,  with its first sale in the amount of $180,000  having occurred in
March 1998. As a result,  the Company  filed its quarterly and annual  financial
reports as a development  stage  enterprise  through the quarter ended March 31,
1998. With the commencement of active sales and marketing activity in the latter
stages of fiscal 1998,  management  determined that the Company should no longer
report as a development  stage  enterprise.  Consequently,  commencing  with the
annual  report on Form 10-KSB for the year ended June 30, 1998,  the  cumulative
from  inception   financial   information  was  deleted  from  the  Consolidated
Statements  of  Operations,  Cash  Flows and  Changes  in  Stockholders'  Equity
(Deficit).

                                       9
<PAGE>
Since early 1996,  the  Company  has devoted its efforts to the  development  of
proprietary technology for determining the contents of a slot machine hopper and
an on-line data collection  system that allows a casino to utilize the financial
and security information  ("AccuSystem").  In addition to the development of its
stand alone  system,  the  Company is  continuing  to work with the  predominant
vendors of slot  accounting  systems  throughout the domestic gaming industry to
interface  its  system  with  theirs.  Although  management  is  confident  that
AccuSystem will be successfully  interfaced with these slot accounting  systems,
no assurance can be given that such interfaces will ultimately be successful or,
if successful,  will receive the necessary approvals from the gaming authorities
in the jurisdictions in which such slot accounting systems are utilized.

In December 1998,  the Company  received  notification  from the State of Nevada
Gaming  Control Board  ("NGCB") that  AccuSystem  had been  authorized to be the
second  verifier of a slot  machine  fill,  thereby  eliminating  the need for a
second employee to observe each fill and sign the required fill documentation in
Nevada casinos.  This authorization will be granted to casinos on a case by case
basis by the  NGCB  provided  a  casino's  accounting  and  auditing  procedures
adequately  substitute  for the lack of the second  signature  verification.  In
management's  opinion,  this was a  significant  event for the Company in that a
casino  utilizing  AccuSystem  will be able to reduce slot machine down time and
increase its customers satisfaction through better utilization of its slot floor
personnel.  The Company is assisting  certain  casinos in other domestic  gaming
jurisdictions  in their requests to have AccuSystem  authorized to be the second
verifier,  and to be able to utilize  certain other  features of the  AccuSystem
designed to enhance revenues and a casino's customers satisfaction. No assurance
can be given that these  requests  will  ultimately  be  approved  by the gaming
authorities in the jurisdictions wherein they are pending, or that a significant
number of Nevada casinos will satisfy the NGCB's  internal  control  requirement
and thereby qualify for the single signature fill authorization.

Nine Months Ended March 31, 1999 and 1998

During the first nine  months of fiscal  1999,  the  Company  reported  sales of
approximately $3,050,000 net of returns and allowances of $142,000. Sales in the
prior year nine month  period  totaled  $180,000,  all of which  occurred in the
Company's third fiscal quarter. In the current year period, the gross margin was
approximately  45% and  reflects  discounts  from the  listed  sales  prices  to
introduce  product in the various  domestic  markets and to establish a customer
base. In addition, the gross margin for the nine months ended March 31, 1999 was
negatively  impacted  by greater  than  anticipated  costs  associated  with the
adaptation of the AccuSystem  product to the varied internal  configurations  of
slot machines into which the AccuSystem is installed.

Selling,   general  and   administrative   expenses   increased   $911,000,   or
approximately  35%, to $3,512,000  for the nine months ended March 31, 1999 from
$2,601,000 for the nine months ended March 31, 1998. When comparing the two nine
month periods, an increase in payroll and payroll related expenses of $1,101,000
to $1,753,000 was partially  offset by decreases of $120,000 in bad debt expense
and $373,000 in accrued  expenses that are based on fiscal period changes in the
total market  capitalization  of the  Company's  common  stock.  The increase in
payroll  and payroll  related  expenses  were  primarily  related to  additional
administrative,  product development and support personnel necessitated by sales
activities,  and  approximately  $269,000 in engineering  labor costs that would
have been  classified  as  research  and  development  expense in the prior year
period when the Company reported as a development stage enterprise.  The reserve
for  inventory  obsolescence  was $140,000 for the nine month period ended March
31,  1999,  primarily  due to  reserving  for  inventory  items that have become
functionally  obsolete through product  development,  compared to $70,000 in the
same period in the prior year. In addition,  travel  expenses  increased 80%, or
$235,000,  to $527,000  during the first nine  months of the  current  year from
$292,000 in the prior year period.  This increase was primarily due to sales and
marketing  activities and an increase in administrative  travel.  When comparing
the two nine month  periods,  other general and  administrative  expenses in the
current  year  period are  generally  higher  than the prior year  period due to
increased staffing and sales activities.

                                       10
<PAGE>
Research and development expenses decreased by $493,000,  or 71%, to $204,000 in
the current nine month period from $697,000 in the nine month period ended March
31, 1998. Whereas all engineering and product development  expenses in the prior
year period were  classified  as research  and  development  expenses due to the
Company reporting at that time as a development stage enterprise,  only expenses
associated  with  new  product   development  are  classified  as  research  and
development expenses in the current year period. Expenses related to the further
development  of  the  AccuSystem   product,   including  costs  associated  with
interfacing  with the various slot accounting  systems and design  modifications
necessitated  by slot  machine  cabinet  and  design  variations,  are  expensed
elsewhere in the financial statements.

Interest expense  increased to $229,000 for the nine months ended March 31, 1999
from  $36,000 in the prior year period  primarily as a result of the issuance of
the 6% Secured  Convertible  Notes from the $5.0 million offering (the "Notes").
Depreciation and  amortization  increased to $90,000 in the first nine months of
fiscal 1999 from $34,000 in the same period in the prior year,  primarily due to
amortization of AccuSystem patent costs and depreciation on office furniture and
equipment additions.


Three Months Ended March 31, 1999 and 1998

During  the  third  quarter  of  fiscal  1999,  the  Company  reported  sales of
approximately  $1,041,000,  net of sales  returns and  allowances  of  $142,000,
compared to its initial  sales of $180,000  that  occurred in the quarter  ended
March 31, 1998. The gross margin was  approximately  45%,  reflecting  discounts
from the  listed  sales  prices to  introduce  product in the  various  domestic
markets and to  establish a customer  base.  In  addition,  the gross margin was
negatively impacted by costs associated with the customization of the AccuSystem
product  to  a  wider  than  expected   assortment  of  slot  machines  internal
configurations into which the AccuSystem is installed.

Selling,   general  and   administrative   expenses   increased   $509,000,   or
approximately  53%,  to  $1,477,000  for the  quarter  ended March 31, 1999 from
$968,000  in the same period in the prior  year.  Payroll  and  payroll  related
expenses  were  approximately  $716,000  during the current  three month period,
reflecting an increase of  approximately  $486,000 over prior year's three month
payroll  and  payroll  related  expenses.  This  increase in payroll and payroll
related  expenses  was  primarily  due  to  additional  administrative,  product
development  and  support  personnel  necessitated  by  sales  activities,   and
approximately   $118,000  in  engineering  labor  costs  that  would  have  been
classified as research and development expense in the prior year period when the
Company  reported  as a  development  stage  company.  When  comparing  the  two
quarters,  the increase in payroll and payroll  related  expenses were offset by
$25,000 in royalty amortization and $218,000 in accrued expense that is based on
fiscal  period  changes in the market  capitalization  of the  Company's  common
stock. The reserve for inventory  obsolescence  increased by $85,000 to $135,000
in the quarter  ended March 31, 1999,  primarily  due to  reserving  for certain
items that have become functionally  obsolete through product development,  from
$50,000 in the prior year's third quarter. Travel expenses were $250,000 for the
third  quarter of fiscal  1999  compared  to  $118,000 in the same period in the
prior  year.  Travel  associated  with sales and  marketing  and  administrative
activities were the principal reasons for this increase.  When comparing the two
three month periods,  other general and  administrative  expenses in the current
year period are  generally  higher  than the prior year period due to  increased
staffing and sales activities.

Research and development  expenses decreased by $217,000,  or 82%, to $40,000 in
the  current  year's  third  quarter.   Whereas  all   engineering  and  product
development expenses were classified as research and development expenses in the
quarter  ended  March  31,  1998,  only  expenses  associated  with new  product
development  are  classified  as research  and  development  expenses due to the
Company no longer reporting as a development stage enterprise.  Expenses related
to the further development of the AccuSystem product, including costs associated
with   interfacing   with  the  various  slot  accounting   systems  and  design
modifications  necessitated by slot machine 

                                       11
<PAGE>
cabinet  and  design  variations,   are  expensed  elsewhere  in  the  financial
statements.

Interest expense  increased to $94,000 for the quarter ended March 31, 1999 from
$15,000 in the same quarter in the prior year as a result of the issuance of the
Notes.  Depreciation and amortization increased to $52,000 in the current year's
quarter from $14,000 for the three month period ended March 31, 1998,  primarily
due to amortization of the AccuSystem patent costs.

Liquidity and Capital Resources

The Company's  current  assets at March 31, 1999 totaled  $4,452,000,  including
$1,059,000 in cash and cash equivalents, deposits on pending inventory purchases
of $685,000, and $1,785,000 in inventory. The Company's current liabilities were
$5,721,000, including $732,000 in accrued conversion preference (which Preferred
Stock converted into common stock as noted below), $163,000 in accrued interest,
$850,000 in demand notes payable to stockholder, and $1,404,000 in deposits from
customers.  Net cash used in operating activities was approximately  $2,665,000.
Based on sales  contracts as of May 6, 1999,  management  is expecting to record
sales of approximately $5.0 million in the fourth quarter of fiscal 1999.

As  previously  noted,  the Company's  initial  sales and  marketing  activities
commenced  in the latter  stages of the fiscal year ended June  30,1998.  Absent
significant  revenues from  operations,  the Company has funded itself primarily
through  equity  and debt  financing,  including  through  the  issuance  of the
Preferred Stock and the Notes.

During the first two quarters of fiscal 1999,  the Company closed the $5,000,000
Note  offering,  with the  Malcolm C.  Davenport  V Family  Trust (the  "Trust")
purchasing  an  additional  $2,400,000  of the Notes from the  Company in fiscal
1999.  Consequently,  the Trust, for which Malcolm C. Davenport V (a stockholder
and member of the Company's  Board of Directors)  serves as  Co-trustee,  held a
total of $4,300,000 of the Notes at the time of the previously  noted conversion
of the Notes into common stock. In addition,  a member of the Board of Directors
at the time purchased an additional $250,000 of the Notes, bringing his holdings
in the Notes to $350,000 at the time of the conversion. During the quarter ended
March 31, 1999, Malcolm C. Davenport V loaned the Company an additional $850,000
at 10% annual  interest  which loan is  secured  by the  Company's  Intellectual
Rights.

Management  believes that increases in sales  activities  will continue into the
future,  and,  consequently,  the Company expects to achieve sales and operating
cash flows that will sustain  future  operations.  In  addition,  the Company is
exploring  the  possibility  of  obtaining  a line of  credit  from a  financial
institution  that would be utilized to repay  stockholder  loans and for working
capital  purposes.  However,  no  assurance  can be given that the Company  will
generate  sufficient  revenues or obtain an  adequate  line of credit to support
future operations.

Subsequent to the end of the third quarter of fiscal 1999, the Company  received
notification from the holders of its 4% Convertible  Preferred Stock ("Preferred
Stock") and the 6% Secured  Convertible  Notes ("Notes") that all of the holders
of each were converting their securities into SGT's common stock. As a result of
the conversions,  stockholders'  equity  increased by  approximately  $5,732,000
through the conversion of accrued  conversion  preference in accordance with the
terms  of such  instruments  on the 4%  Preferred  Stock of  $732,000,  which is
reported as a current  liability on the Company's  March 31, 1999 balance sheet,
and  $5,000,000 in principal of the Notes which were due in 2008. As a result of
these  conversions,  annual  interest  expense related to the Notes of $300,000,
together  with  the  annual  conversion  preference  on the  Preferred  Stock of
$330,000, will no longer be reported.

                                       12
<PAGE>
PART II.  OTHER INFORMATION

ITEM 1.  Legal Proceedings

         None

ITEM 2.  Changes in Securities

         None

ITEM 3.  Defaults upon Senior Securities

         None

ITEM 4.  Submission of Matters to a Vote of Security Holders

         None

ITEM 5.  Other Information

         None

ITEM 6. Exhibits and Reports on Form 8-K

       (a) Exhibits

         27.1            Financial Data Schedule.

       (b) Reports on Form 8-K

          None




                                       13
<PAGE>
                                   SIGNATURES

Pursuant to the requirements of Section 13 of the Securities and Exchange Act of
1934,  the  Registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.

                        SPINTEK GAMING TECHNOLOGIES, INC.


Date:  May 12,  1999                     By: /s/ GARY L. COULTER            
                                         ------------------------------
                                         Gary L. Coulter
                                         Chairman of the Board, Chief
Executive
                                         Officer

Date:  May 12, 1999                      By:/s/ GEORGE P. MILLER           
                                         ------------------------------
                                         George P. Miller
                                         Chief Financial Officer
                                         (Principal Financial
                                          and Accounting Officer)




                                       14
<PAGE>
                                 EXHIBIT INDEX

Exhibit Index                    Description                 Page Number 
-------------                    -----------                 ----------- 

27.1                        Financial Data Schedule            E - 10








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