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

                                   FORM 10-QSB

(Mark One)

     _X_   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended September 30, 1997
                                               ------------------
                                       OR

                 TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF
                       THE EXCHANGE ACT

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

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

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

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


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 ___


The number of shares of Common Stock,  $0.002 par value,  outstanding on October
31, 1997 was 15,786,443.

<PAGE>
                        SPINTEK GAMING TECHNOLOGIES, INC.
                          (a development stage company)

                                   FORM 10-QSB
                                      INDEX
           Page No.
PART I.  FINANCIAL INFORMATION

         Item 1    Consolidated Financial Statements

                   Consolidated Balance Sheets at September 30, 1997 
                         and June 30, 1997.................................   3

                   Consolidated Statements of Operations -
                         Three Months Ended September 30, 1996,
                         Three Months Ended September 30, 1997,
                          and From Inception to September 30, 1997.........   4

                   Consolidated Statements of Cash Flows -
                         Three Months Ended September 30, 1996,
                         Three Months Ended September 30, 1997,
                          and From Inception to September 30, 1997.........   5

                     Notes to Financial Statements                            7

         Item 2.  Plan of Operation .......................................   8

PART II.  OTHER INFORMATION ...............................................   12

         Item 1.  Legal Proceedings .......................................   12

         Item 2.  Changes in Securities ...................................   13

         Item 3.  Defaults on 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 ........................   14

         Signature Page ...................................................   15

                                       2
<PAGE>
                        SPINTEK GAMING TECHNOLOGIES, INC.
                          (a development stage company)
<TABLE>
<CAPTION>
                           CONSOLIDATED BALANCE SHEETS
                        (in thousands, except share data)
                                                                                                                                
                                                                        September 30,  June 30,                            
                                                                              1997       1997                            
                                                                              ----       ----                            
                                                                          (unaudited)    
                                     ASSETS
<S>                                                                        <C>        <C>    
Current assets:
        Cash ...........................................................   $   119    $   404
        Prepaid and other ..............................................       219        190
        Inventories, net ...............................................       592        484
                                                                           -------    -------
                Total current assets ...................................       930      1,078

Furniture, fixtures and equipment - net ................................       155        131
Licenses and patents ...................................................     1,019      1,019
Note receivable from related company ...................................        63         88
Other assets ...........................................................        84        141
                                                                           -------    -------
Total assets ...........................................................   $ 2,251    $ 2,457
                                                                           =======    =======

                     LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
        Demand notes payable ...........................................   $    68    $  --
        Demand notes payable to stockholders and affiliated parties ....       781        334
        Accounts payable ...............................................       344        426
        Accrued liabilities ............................................       352        129
        Interest and dividends payable .................................       271        193
                                                                           -------    -------
                Total current liabilities ..............................     1,816      1,082
                                                                           -------    -------

Commitments and contingencies


Stockholders' equity
         Preferred stock, no par value, 100,000 shares authorized,
               7,313 shares issued and outstanding at September 30, 1997
               and June 30,1997, respectively ..........................     4,825      4,825
       Common stock, $0.002 par value, 100,000,000 shares authorized,
                17,103,772 shares issued;  15,786,443 outstanding at
                September 30, 1997 and June 30,1997, respectively ......        34         34
        Additional paid in capital .....................................     5,053      5,053
        Deficit accumulated during development stage ...................    (9,375)    (8,508)
        Dividends:  Preferred stock ....................................       (73)      --   
        Treasury stock - 1,317,329 shares at cost September 30, 1997
                and June 30,1997, respectively .........................       (29)       (29)
                                                                           -------    -------
                Total stockholders' equity .............................       435      1,375
                                                                           -------    -------

Total liabilities and stockholders' equity .............................   $ 2,251    $ 2,457
                                                                           =======    =======
</TABLE>


                                        3
                          
                                                        
<PAGE>
                        SPINTEK GAMING TECHNOLOGIES, INC.
                          (a development stage company)
<TABLE>
<CAPTION>
                      CONSOLIDATED STATEMENT OF OPERATIONS
                      (in thousands, except per share data)
                                   (unaudited)
                                                                                                           Cumulative
                                                          Three Months            Three Months           March 31, 1995
                                                             Ended                   Ended               (Inception) to
                                                       September 30, 1996      September 30, 1997      September 30, 1997
                                                      --------------------    --------------------    --------------------

<S>                                                 <C>                     <C>                     <C>     
Revenues:
     Sales                                          $                       $                       $
     Cost of sales
                                                      --------------------    --------------------    --------------------
        Gross profit
                                                      --------------------    --------------------    --------------------
 Operating expenses:
     Selling, general and administrative                              537                     683                   6,606
     Research and development                                         219                     166                   2,053
                                                      --------------------    --------------------    --------------------
        Total expenses                                                756                     849                   8,659
                                                      --------------------    --------------------    --------------------
 Operating loss                                                      (756)                   (849)                 (8,659)
 Other income (expense):
     Interest and other income                                         31                       3                     165
     Depreciation and amortization                                     (5)                     (9)                    (47)
     Unrealized loss on marketable securities                           -                                             (83)
     Loss on sale of securities                                         -                                             (96)
     Interest expense                                                (491)                    (12)                   (655)
                                                      -------------------     -------------------     -------------------    
 Net loss                                           $              (1,221)  $                (867)  $              (9,375)
                                                      ===================     ===================     ===================

 Net loss per share of common stock                 $               (0.13)  $               (0.05)  $               (0.85)
                                                      ===================     ===================     ==================

 Weighted average common shares outstanding                     9,161,161              15,786,443              11,079,504
                                                      ===================     ===================     ===================
</TABLE>

                                       4
<PAGE>
                        SPINTEK GAMING TECHNOLOGIES, INC.
                          (a development stage company)
<TABLE>
<CAPTION>
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (in thousands)
                                                                                                               Cumulative
                                                                Three Months         Three Months            March 31, 1995
                                                                   Ended                Ended                (Inception) to
                                                              September 30, 1996   September 30, 1997      September 30, 1997
                                                             -------------------- -------------------- -----------------------------
                                                                (Unaudited)          (Unaudited)          (Unaudited)
<S>                                                        <C>                  <C>                  <C>                 
 Cash flows from operating activities:
     Net loss                                              $            (1,221) $              (867) $            (9,375)
     Adjustment to reconcile net loss to net cash
        used by operating activities:
        Depreciation and amortization                                        5                    9                   47
        Non-cash interest expense                                          395                   12                  407
        Allowance for inventory obsolescence                                 5                   (6)                 234
        Provision for bad debts                                                                                       60
        Loss on sale of securities                                                                                    96
        Unrealized loss on marketable securities                                                                      83
        Non-cash opertating expenses for common stock                                                                597
        Royalty expenses used to reduce note receivable
            from related parties                                             5                   25                  101
        Changes in operating assets and liabilities:
            Increase in assets:
              Inventories                                                  (87)                (101)                (824)
              Prepaid and other                                            (92)                  28                 (364)
            Increase (decrease) in liabilities:
              Accounts payable                                             (43)                 (74)                 341
              Accrued liabilities                                            4                  223                  352
              Interest payable                                              23                    5                   10
                                                             ------------------   ------------------   ------------------
 Net cash used by operating activities                                  (1,006)                (746)              (8,236)
                                                             ------------------   ------------------   ------------------

 Cash flows used by investing activities:
     Purchase of furniture, fixtures and equipment                         (40)                 (55)                (202)
     Acquisition of licenses and patents                                                                            (157)
     Proceeds from sale of securities                                                                                186
     Note receivable from related company                                                                           (186)
     Other                                                                                                            (1)
                                                             ------------------   ------------------   ------------------
 Net cash flows used by investing activities                               (40)                 (55)                (360)
                                                             ------------------   ------------------   ------------------

 Cash flows from financing activities:
     Proceeds from (repayment of) demand notes payable
        to affiliated parties                                           (1,045)                  68                   88
     Proceeds from (repayment of) demand notes payable
        to stockholders                                                   (575)                 448                  761
     Proceeds-advances from stockholders                                                                           1,000
     Proceeds from issuance of convertible debentures                    4,375                                     4,503
     Proceeds from issuance of common and treasury stock                   440                                     1,483
     Proceeds from issuance of preferred stock                                                                       880
                                                             ------------------   ------------------   ------------------
 Net cash provided by financing activities                               3,195                  516                8,715
                                                             ------------------   ------------------   ------------------

 Net increase (decrease) in cash                                         2,148                 (285)                 119

 Cash, beginning of period                                                 121                  404                    -

                                                             ==================   ==================   ==================
 Cash, end of period                                       $             2,269  $               119  $               119
                                                             ==================   ==================   ==================
</TABLE>



                                        5

<PAGE>
                        SPINTEK GAMING TECHNOLOGIES, INC.
                          (a development stage company)
<TABLE>
<CAPTION>
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (in thousands)

                                                                                                             Cumulative
                                                             Three Months          Three Months            March 31, 1995
                                                                 Ended                Ended                (Inception) to
                                                            September 30, 1996   September 30, 1997      September 30, 1997
                                                           -------------------- --------------------- ----------------------------
                                                              (Unaudited)          (Unaudited)          (Unaudited)
<S>                                                              <C>            <C>                 <C>                     
 Supplemental schedule of non-cash investing and
     financing activities:
     Issuance of common stock for marketable securities                                             $              365
     Issuance of common stock for employment contracts
        and prepaid services                                                                                        75
     Issuance of common stock exchanged for debt                 $      440                                        592
     Issuance of common stock and treasury stock for
        advances from stockholders                                                                               1,000
     Issuance of common stock and treasury stock for
        services related to acquisition of public entity                                                         1,014
     Issuance of preferred stock in exchanged for convertible
        debenture, net of unamortized debt issuance costs                                                        4,829
     Issuance of common stock exchanged for preferred stock                                                        912
     Purchase of furniture, fixtures and equipment through
        reduction in receivable from related parties                                                                22
     Notes and interest payable to stockholders forgiven by
        stockholders,  treated as additional paid in capital                                                       335
     License and patent cost included in accounts payable                                                           12
     License and patent cost acquired by issue of notes
        payable                                                                                                    850
     Dividends payable preferred stock                                          $            (73)                 (261)
     Royalty expense used to reduce note and interest
        receivable from related parties                                  25
     Reduction of net proceeds of convertible debenture
        for debt discount and issuance costs                          2,768

     Supplemental disclosure of cash flow information:
        Cash paid for interest                                   $       64     $              7    $              160
</TABLE>
                                              
                                        6
<PAGE>


                        SPINTEK GAMING TECHNOLOGIES, INC.
                                AND SUBSIDIARIES
                        (a development stage enterprise)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)

1.        The interim  financial data is unaudited;  however,  in the opinion of
          management, the interim data includes all adjustments, consisting only
          of normal recurring  adjustments necessary for a fair statement of the
          results for the interim  periods.  The financial  statements  included
          herein have been prepared by Spintek Gaming  Technologies,  Inc. ("the
          Company")  pursuant to the rules and regulations of the Securities and
          Exchange Commission. Certain information and note disclosures normally
          included in financial statements prepared in accordance with generally
          accepted accounting principles have been condensed or omitted pursuant
          to such rules and regulations,  although the Company believes that the
          disclosures  included  herein  are  adequate  to make the  information
          presented  not  misleading.   These  statements   should  be  read  in
          conjunction  with  the  Company's  Form  10-KSB,  as  filed  with  the
          Securities and Exchange Commission, for the year ended June 30, 1997.

2.       Patents, Licenses and Royalty Agreements

          On October 1, 1997, Spinteknology,  Inc.  ("Spinteknology"),  a wholly
          owned  subsidiary  of  Spintek  Gaming,  Inc.,  a Georgia  corporation
          ("Gaming") which is a wholly owned subsidiary of the Company,  entered
          into  an   Interference   Settlement   Agreement   with  Bally  Gaming
          International,  Inc./Alliance  Gaming  Corporation and filed same with
          the United  States  Patent and Trademark  Office in  Washington,  D.C.
          General conditions of the agreement  acknowledged  Spintek's ownership
          of coin weighing patent claims associated with detection of TECHNICIAN
          FRAUD (i.e.,  "pilferage" of coins from a slot's hopper or from hopper
          fill bags) and Bally/Alliance ownership of coin weighing patent claims
          associated   with  detection  of  PLAYER  FRAUD  (i.e.,   slot  player
          cheating).  Also in the settlement,  both parties have agreed to grant
          to one another  non-exclusive  licensing of the coin  weighing  patent
          claims  that  they  own,  including  the  grant  of  those  rights  to
          affiliates.

          On July 30, 1997,  Spinteknology received a patent for its proprietary
          slot machine coin weighing technology from the Department of Trade and
          Industry,  Republic of South Africa.  This patent  encompasses  hopper
          weighing  technology  used by Spintek to thwart  technician and player
          fraud as well as drop box counting and weighing of coins.

          Spinteknology has other patent applications  pending in Europe for its
          hopper weighing technology.  These patent applications may conflict in
          five European  countries with patent  applications filed by Azkoyen, a
          Spanish  company.  The Company is continuing to have  discussions with
          Azkoyen in an attempt to resolve this matter to the mutual  benefit of
          both parties.  Although  Management  believes the Company's claims are
          valid and intends to  vigorously  assert its  rights,  it is unable to
          estimate  the  outcome of any  potential  proceedings  regarding  this
          matter nor the ultimate financial effect it might have on the Company.

                                       7

<PAGE>
ITEM 2.  PLAN OF OPERATION
--------------------------

The following is Management's plan of operations for the next twelve (12) months
and analysis of certain  significant  factors  which have affected the Company's
financial  position  and  operating  results  during the period  included in the
accompanying  financial  statements  which  include the  Company's  wholly-owned
subsidiary,  Spintek Gaming, Inc. and its wholly-owned subsidiary Spinteknology,
Inc. This plan should be viewed in conjunction with the  accompanying  financial
statements,  including  the notes  thereto,  and the Company's  Form 10-KSB,  as
amended and filed with the  Securities  and  Exchange  Commission,  for the year
ended June 30, 1997.

Results of Operation

From  inception  (March 31,  1995) to date,  the  Company has not  realized  any
revenue from the sale of its products.  For the three months ended September 30,
1997,  the Company  incurred net losses of  approximately  $867,000 and negative
cash flows from  operating  activities  of nearly  $846,000,  as compared to net
losses of  approximately  $1,221,000  and negative  cash flow from  operation of
about  $1,011,000 for the three months ended  September 30, 1996.  Cumulatively,
for the thirty  months from  inception  to September  30,  1997,  net losses and
negative cash flows from operating activities were approximately  $9,375,000 and
about $8,336,000, respectively.

For the three months ended  September  30, 1997,  operating  expenses  increased
approximately $93,000 (12.3%) as compared to the same period for the prior year.
Research and Development expenses decreased  approximately $61,000, but was more
than offset by an increase in selling,  general and  administrative  expenses of
about $146,000.  The decrease in Research and Development expenses was primarily
attributable  to Management's  efforts to perfect a single  product,  its hopper
weighing  technology,  in 1997;  whereas,  in 1996 the Company was  pursuing the
development of several  products  which used more  financial  resources than the
development  of  a  single  product.  The  increase  in  selling,   general  and
administrative  was due primarily to an increase in legal and professional  fees
for the comparative periods. For the quarter ended September 30, 1997, legal and
professional  fees $217,000 which represents an increase of nearly $119,000 over
the same  period  from  the  prior  year.  Such  increase  was due to in part to
expenses  incurred in  perfecting  the  Company's  patent claims and to a lesser
extent expenses incurred for various litigation.

Interest expense decreased by approximately  $479,000 for the three months ended
September 30, 1997 when  compared to the three months ended  September 30, 1996.
Such decrease was primarily the result of the  elimination  of  amortization  of
debt  discount and issuance  costs as a results of the  debenture  issued by the
Company on July 16, 1996 having been converted to preferred  stock on October 1,
1996.  The Company  incurred  approximately  $395,000  in interest  expense as a

                                        8
<PAGE>
result of debt  discount  and  issuance  costs  during  the three  months  ended
September 30, 1996.


Plan of Operation

The Company has been conducting what have been considered to be successful tests
of its hopper weighing technology at various casinos in Las Vegas, Nevada during
the past several months. During the tests the product continued to be refined to
meet the requests and needs of the operators at those casinos  currently testing
the product.  Management  believes that the changes  incorporated as a result of
the input from the tests have enhanced the product.

Although the hopper weighing technology is capable of operating on a stand alone
basis,  either by means of hard wire or radio  frequency  transmission  of data,
Management is of the opinion that the Company would benfit by forming  strategic
alliances with slot accounting  system purveyors to expeditiously  penetrate the
marketplace.  Management  is  currently  working  with  several  vendors  toward
completion of an interface to allow the data received from the Company's  hopper
weighing technology to be incorporated into their accounting reports. Management
is not able to control the timing for completion of such interface projects, but
anticipates that at least two of the companies will have completed the necessary
interface  modifications  by not  later  than the end of the  first  quarter  of
calendar 1998.

During the first quarter of fiscal 1998, the Company  received  approval for its
hopper weighing  technology  from the New Jersey Division of Gaming  Enforcement
and Casino Control  Commission and in early November,  1997, the Company began a
test of the product at an Atlantic  City, New Jersey  casino.  Also,  during the
first  quarter  of  fiscal  1998  the  Company  received  approval  from  Gaming
Laboratories International,  Inc. for its hopper weighing technology, which will
allow it to pursue sales in numerous  other  jurisdictions  in the United States
and Canada. With these approvals in hand, Management intends to commit resources
towards sales and marketing in jurisdictions outside of Nevada.

Until  sales of the  Company's  hopper  weighing  technology  have begun and are
sustained,  Management does not intend to commit significant financial resources
to  non-gaming  products it currently  has under  development.  Based on current
operating  forecasts  Management  anticipates that it will expend  approximately
$450,000 during the remainder of fiscal 1998 towards research and development.

                                        9
<PAGE>
Liquidity and Working Capital

The Company had a negative working capital position of approximately $127,000 as
of  September 30 ,1997,  and to date,  absent of revenue  from  operations,  has
funded itself primarily through equity and debt transactions.

On August 14, 1997, the Malcolm C. Davenport V Family Trust ("the Trust") agreed
to loan an additional $500,000 to Spinteknology,  to be drawn as needed pursuant
to an  understanding  with the  trustees.  This loan was in the form of a demand
note due and payable on the  earlier of  September  14, 1998 or upon  receipt of
$500,000 or more by the Company in net  proceeds  from the sale and  issuance of
its common stock.  Such loan was secured by a pledge of the  Company's  weighing
technology  and as of September 30, 1997,  the Company had drawn down the entire
$500,000.

On October 1, 1997,  the Trust elected to convert the above  mentioned  $500,000
note, plus accrued  interest of  approximately  $4,000  thereon,  into 1,400,880
shares of the Company's  $0.002 par value 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 to be issued as a result of this conversion
have not been registered and will be issued with a restrictive legend.

On  October  22,  1997,   the  Company   completed  a  Regulation  S  Securities
Subscription Agreement  ("Agreement") for 1,428 shares its 4% Series A Preferred
Stock   ("Stock")  in  the  aggregate   amount  of  $1,428,000   with  RBB  Bank
Aktiengesellschaft  ("RBB"), an offshore bank representing investors pursuant to
Regulation  S  promulgated  under the Act. The Stock was issued at a discount of
30%,  the net  proceeds  of which,  after  discount  and  before  expenses,  was
$1,000,000 to the Company.

Each share of Stock ($1,000 face amount), plus any accrued and unpaid dividends,
automatically  converts  into Common  Stock of the Company on December 31, 1999;
or, at any time after December 5, 1997 (45 days from issuance of the Stock). The
conversion price will be the average bid price of the Company's Common Stock for
the  five (5)  trading  days  immediately  preceding  the  date of a  notice  of
conversion from RBB; but in no event shall the conversion  price be greater than
$3 per share.  The Common Stock to be issued upon exercise of the  conversion of
the Stock is subject to a Registration Rights Agreement.

Expenses  incurred  in  conjunction  with the  placement  of the  Stock  totaled
$134,000,  whichconsisted  solely of  commissions of $110,000 and escrow fees of
$24,000.  The Company  anticipates that it may be able to pay the commissions by
issuing  200,000  shares of its $0.002 par value  common stock which will bear a
restrictive legend.

At  September  30,  1997,  there were 7,313  issued  and  outstanding  shares of
preferred  stock,  all of which  were in the  possession  of the  RBB.  All such

                                       10
<PAGE>
preferred stock plus any accrued and unpaid  dividends  thereon can be converted
to common stock at any time at the discretion of RBB and any preferred stock not
converted  prior to December  31, 1999 will  automatically  be converted on that
date based on an average of the closing  bid prices of the common  stock for the
five days ended  immediately prior to that date, but not to exceed $3 per share.
All common stock issued upon  conversion  of the  preferred  stock is subject to
Registration Rights Agreements.

As of November 7, 1997, RBB held 8,741 shares of preferred  stock. The preferred
stock plus unpaid  dividends of  approximately  $295,000 at that date would have
converted into approximately 10,028,000 additional shares of common stock of the
Company  based on the average  closing bid price of the shares of the  Company's
common  stock for the five  trading  days ended  November  7,  1997.  Had such a
conversion  occurred,  RBB would have held  approximately  11,734,000  shares of
common stock of the Company,  or  approximately  42.6% of the common shares that
would have been issued and outstanding had such a conversion occurred.

The holder of the preferred stock has the right to cause the Company to effect a
reverse split of the common stock  outstanding of the Company since the five-day
average  bid price of such  stock did not  attain a value of at least  $3.00 per
share by October 13, 1996 pursuant to the terms and  conditions of  Subscription
Agreement  entered into by the Company with RBB on July 16, 1996. As of the date
of this  document,  the holder has not caused the  Company to reverse  split its
common stock.

Even with the receipt of the funds from the debt and equity financing  described
above,  the  projected  cost to finish  production  of its weighing  technology,
combined  with the lead time  before  cash flow will begin to be  received  from
anticipated  sales,  dictates  that  the  Company  secure  the  availability  of
additional  debt or equity  financing  prior to January 31, 1998.  Management is
currently negotiating with sources to secure such financing.  However, there can
be no  assurances  that such  additional  financing  can be located.  Should the
Company  fail to  secure  additional  financing,  or fail to begin  to  generate
sufficient  revenues  to  support  operations,  the  Company  will be  unable to
continue  as a going  concern.  In  addition,  should  extensive  litigation  be
required  for any of the  current  pending  matters  (see Part II,  Item 1 Legal
Proceedings),  or  should  any of these  proceedings  result  in an  unfavorable
outcome  to  the  Company,  either  of  these  matters  could  have  a  material
detrimental effect on the Company.


                                       11
<PAGE>
PART II.  OTHER INFORMATION

ITEM 1.  Legal Proceedings

On  October 1,  1997,  Spinteknology  entered  into an  Interference  Settlement
Agreement with Bally Gaming International,  Inc./Alliance Gaming Corporation and
filed same with the United  States Patent and  Trademark  Office in  Washington,
D.C.  In the  settlement,  both  parties  have  agreed  to grant to one  another
non-exclusive  licensing  of the coin  weighing  patent  claims  that  they own,
including  the grant of those  rights to  affiliates.  "...  Bally  acknowledges
Spintek's  exclusive right,  priority and entitlement to TECHNICIAN FRAUD patent
claims  wherever  Spintek has  patents or patent  applications  containing  such
claims....   Spintek   acknowledges   Bally's  exclusive  right,   priority  and
entitlement  to PLAYER FRAUD patent claims  wherever Bally has patents or patent
applications containing such claims."

On October 10, 1996,  Richard M. Mathis of Reno, Nevada filed a complaint in the
Washoe County,  Nevada Second Judicial  District Court.  Named as defendants are
Spintek;  Spintek  International,  Inc.;  and Lanier M.  Davenport,  who,  until
October 18,  1996,  was Chairman  and Chief  Executive  Officer of Gaming and is
still the beneficial owner of more than 5% of the Company's common stock. In his
suit,  Mr.  Mathis  contends  that he was forced by the Company and Davenport to
transfer to  Davenport  his  ownership  and control of Spintek,  and that,  with
Spintek's assistance, Davenport defrauded him, breached a fiduciary duty to him,
and converted  assets.  Mr.  Mathis seeks an  accounting of Spintek's  financial
affairs and demands actual damages in excess of $500,000 and punitive damages in
excess of $500,000. On January 6, 1997, Gaming and Spintek  International,  Inc.
filed an answer  denying any  liability  to Mr.  Mathis.  The case is now in the
discovery phase.

On February 14, 1997, the Company filed a complaint in the Clark County, Nevada,
Eighth Judicial  District  Court,  against Michael D. Fort, a former officer and
director of Spintek, who resigned on February 7, 1997. The complaint claims that
Mr. Fort must return $240,000 to Spintek that was paid to him in anticipation of
a change of control in the Company that did not actually  occur.  Mr. Fort filed
an answer denying liability. The parties are now engaged in discovery.

The Company has filed suit against  Sailfin  Investments,  Ltd.  ("Sailfin"),  a
corporation  organized  under  the  laws  of  the  Channel  Islands,  seeking  a
declaratory  judgement  that it has already  paid  Sailfin in full for  services
rendered in accordance with the terms of a consulting  services  agreement.  The
Company also seeks to force  Sailfin to return  certain  shares of the Company's
common  stock  that were paid to  Sailfin  in  accordance  with the terms of the
agreement on the grounds that the services performed were so inadequate,  that a

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<PAGE>
failure  of  consideration  occurred  entitling  the  Company to a return of the
stock. In the  alternative to returning the shares of common stock,  the Company
alleges that Sailfin's inadequate and substandard performance of its obligations
under the  agreement  constitute a breach of contract and entitle the Company to
recover the damages it  suffered as the result of said  breach.  The Company has
extended  Sailfin an extension of time to answer the  complaint  and Sailfin has
not yet filed an answer.

ITEM 2.  Changes in Securities

         Not applicable


ITEM 3.  Defaults upon Senior Securities

         Not applicable


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

         Not applicable


ITEM 5.  Other Information

On  October  22,  1997,   the  Company   completed  a  Regulation  S  Securities
Subscription Agreement  ("Agreement") for 1,428 shares its 4% Series A Preferred
Stock   ("Stock")  in  the  aggregate   amount  of  $1,428,000   with  RBB  Bank
Aktiengesellschaft  ("RBB"), an offshore bank representing investors pursuant to
Regulation  S  promulgated  under the Act. The Stock was issued at a discount of
30%,  the net  proceeds  of which,  after  discount  and  before  expenses,  was
$1,000,000 to the Company.

Each share of Stock ($1,000 face amount), plus any accrued and unpaid dividends,
automatically  converts  into Common  Stock of the Company on December 31, 1999;
or, at any time after December 5, 1997 (45 days from issuance of the Stock). The
conversion price will be the average bid price of the Company's Common Stock for
the  five (5)  trading  days  immediately  preceding  the  date of a  notice  of
conversion from RBB; but in no event shall the conversion  price be greater than
$3 per share.  The Common Stock to be issued upon exercise of the  conversion of
the Stock is subject to a Registration Rights Agreement.

Expenses  incurred  in  conjunction  with the  placement  of the  Stock  totaled
$134,000,  which consisted  solely of commissions of $110,000 and escrow fees of
$24,000.  The Company  anticipates that it may be able to pay the commissions by
issuing  200,000  shares of its $0.002 par value  common stock which will bear a
restrictive legend.

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<PAGE>
ITEM 6. Exhibits and Reports on Form 8-K

       (a) Exhibits

      10.1 Regulation S Securities Subscription Agreement dated October 22, 1997

      27.1 Financial Data Schedule.

       (b) Reports on Form 8-K

          No reports on Form 8-K were filed during the quarter  ended  September
     30, 1997.


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<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.


                                          By: /s/ GARY L. COULTER
                                          -----------------------
Date: November 12, 1997                   Gary L. Coulter
                                          Chairman of the Board,
                                          Chief Executive Officer
                                          (Principal Executive Officer)

                                          By: /s/ ROBERT  E. HUGGINS
                                          --------------------------
Date: November 12, 1997                   Robert E. Huggins
                                          Senior Vice President,
                                          Chief Financial Officer
                                          (Principal Financial
                                          and Accounting Officer)


                                          By: /s/ MALCOLM C. DAVENPORT
                                          ----------------------------
Date: November 12, 1997                   Malcolm C. Davenport V
                                          Director



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