<PAGE> 2
                                 FORM 10-KSB
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549
  [X]     15, ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE 
SECURITIES
          EXCHANGE ACT OF 1934 [FEE REQUIRED]For the fiscal year ended: 10/31/96
          OR
  [ ]     15, 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:  33-79678
                         GAMING VENTURE CORP., U.S.A.
              (Exact name of registrant as specified in charter)

         NEVADA                                        22-3378922
(State or other jurisdiction of                     (I.R.S. Employer
incorporation  or  organization                    Identification  Number)

177  Main  Street,  Suite  312,  Fort  Lee,  NJ          07024
(Address  of  principal executive offices)             (Zip Code)

                              (201)  947-4642
             (Registrant's  telephone  number,  including  area  code)
   Securities  registered  pursuant  to Section  12(b)  of  the  Act:
                                    None
   Securities  registered  pursuant  to Section  12(g)  of  the  Act: 
                     Common Stock, $.001 par value

Check  whether  the  issuer  (1) has filed all reports required to be filed by
Section  13  or  15(d)  of  the  Securities  Exchange  Act  of 1934 during the
1preceding  12 months (or such shorter period that the registrant was  required
to  file  such  reports), and (2) has been subject to such filing requirements
for  at  least  the  past  90  days.          Yes    __x__          No  ____




<PAGE> 3 

Check  if  there is no disclosure of delinquent filers in response 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  to Part III of this Form
10-KSB  or  any  amendment  to  this  Form  10-KSB.  [X].

The  Corporation's  revenues  for  its  most recent fiscal year were $356,527.

As  of  October  31, 1996, nine market makers maintained bids in the Company's
securities.  The  current  market  value  of the registrant's voting $.001 par
value  common  stock held by non-affiliates of the Registrant is approximately
$4,084,211.                                                

The  number  of shares outstanding of registrant's only class of common stock,
as  of  October  31, 1996 was 1,591,834 and at December 31, 1996 was 1,591,834
shares  of  its  $.001  par value common stock.  No documents are incorporated
into  the  text  by  reference.  Transitional Small Business Disclosure Format
(check  one):
Yes                No     x
    ---------         ---------
                     Exhibit Index is located on Page 23.



<PAGE> 4
                                PART I

ITEM  1.    DESCRIPTION OF BUSINESS     (A)  BUSINESS DEVELOPMENT. The 
Company
was  incorporated  in  Nevada  on  June 1, 1995.  The Company is authorized to
issue  Fifty Million (50,000,000) Common Shares, $.001 par value.    The Board
of Directors of the Company have authorized a dividend distribution of 100,000
"A"  Warrants  on a pro rata basis to the shareholders of record as of June 4,
1995.     The "A" Warrants shall be exercisable for a period of two years from
issuance.      The "A" Warrants shall be exercisable into Common Shares of the
Company  at  the  exercise  price  of  $4.00  per  Common Share.  The Board of
Directors  of  the  Company  have  also  authorized a dividend distribution of
100,000  "B"  Warrants on a pro rata basis to the shareholders of record as of
June  4,  1995.      The "B" Warrants shall be exercisable for a period of two
years  from  issuance.      The  "B" Warrants shall be exercisable into Common
Shares of the Company at the exercise price of $6.00 per Common Share.   There
are  currently  99,333 Class "A" Warrants and 99,333 Class "B" Warrants issued
and  outstanding.

BUSINESS  OBJECTIVE.      The  operations and objectives of the Company are to
provide  a  daily 900 number hotline information service and weekly newsletter
regarding  all  aspects  of the  gaming  industry.

The Company also provides consulting services.   The consulting services shall
include  information services described above, consulting regarding day to day
operations  of  gaming enterprises and consulting regarding investor relations
and  corporate  communications  for  gaming  enterprises.

No independent organization has conducted market research providing management
with  independent  assurance  from  which to estimate potential demand for the
Company's  business  operations.    Even  in  the  event  market  demand  is
independently  identified,  there  is  no  assurance  the  Company  will  be
successful.

EMPLOYEES.    As of the date of this Prospectus, the Company has two full time
employees  (the  Company's current officers) and two part time employees.  The
officers  conduct  all  of  the business of the Company.   See "Risk Factors."

The  Company  will,  as  operations  demand,  sub-contract  the balance of its
personnel  through  independent  contractors  or  hire  additional  employees.

CONSULTING  AGREEMENT.      During  June,  1995,  the  Company  entered into a
consulting  agreement  with Pratt, Wylce & Lords, Ltd. ("Pratt") to assist the
Company  in  its capitalization and the obtainment of additional financing. To
date,  Pratt has provided consulting services to the Company regarding capital
structuring,  initial  equity  financing,  and  preparation  of a registration
statement.      As partial payment for consulting services, the Company issued
250,000 of its Common Shares to Pratt, of which 65,000 Common Shares were
registered and distributed to Pratt shareholders and 65,000 Common Shares to a
nominee  of  Pratt.    In  addition, Pratt received total cash compensation of
$60,000.

Pratt  and the Company believed that the distribution to Pratt's shareholders,
which  resulted  in  an  increased shareholder base of the Company, will be an
advantage  to  the  Company at such time as the Company may require additional
capital and/or make application to NASDAQ.   As a result, the Company paid for
the  registration  costs  of  the  distribution along with the registration of
common  stock  on  behalf  of  selling  shareholders.

COMPETITION.     There is significant competition in the gaming industry.  The
Company  will be competing with established companies and other entities (many
of  which  may  possess  substantially  greater resources than the Company).  
Almost  all of the companies with which the Company competes are substantially
larger,  have  more substantial histories, backgrounds, experience and records
of  successful  operations,  greater financial, technical, marketing and other
resources,  more  employees and more extensive facilities than the Company now
has,  or  will  have  in the foreseeable future.  It is also likely that other
competitors  will  emerge  in the near future.  There is no assurance that the
Company  will  continue  to compete successfully with other established gaming
news  enterprises.    The Company shall compete on the basis of quality and on
public  taste in addition to a price basis.  Inability to compete successfully
might  result  in  increased costs, reduced yields and additional risks to the
investors  herein.

BUSINESS  DEVELOPMENT  COMPANY.     As the Company obtains equity interests in
gaming  companies  who desire to become public, the Company may become subject
to  the provisions of the Investment Company Act of 1940.  It is possible that
the  Company  may  choose  to  elect  to  be treated as a Business Development
Company  ("BDC")  pursuant to Section 54 of the Investment Company Act of 1940
(the  "1940 Act").   On October 21, 1980, the 1940 Act was amended by a series
of  amendments  which  added sections 59 through 65.   These sections comprise
the  Small  Business  Investment  Incentive  Act of 1980 (the "SMIIA").    For
purposes of the SMIIA, a business development company is defined as a domestic
closed-end  company  which is operated for the purpose of making certain types
of  investments and which makes available significant managerial assistance to
the  companies  in which it invests.   Generally, a company which elects to be
treated  as  a  business  development company, or intends within 90 days to so
elect,  is exempt from certain provisions of sections 1 through 53 of the 1940
Act.


<PAGE> 4

To  take  advantage  of these special regulatory provisions, a BDC must comply
with  sections  59  through  65  of  the  1940 Act, which require, among other
things,  that:
     a.     a majority of the BDC's directors must not be "interested persons"
as  defined  in  section  2(a)(19)  of  the  1940  Act;
     b.      A BDC is restricted in the kind of investments it can make, i.e.,
at  least  seventy  percent of the BDC's assets (excluding assets necessary to
maintain the business, such as office furniture) must consist of securities of
small,  developing business or financially troubled businesses and such liquid
assets  as  cash  or  cash  items,  Government  securities or short-term, high
quality  debt  securities;
     c.        A BDC must annually furnish to its shareholders a statement, in
such  form and manner as the Securities and Exchange Commission may prescribe,
about  the  risks  involved  in  investing  in  a BDC due to the nature of its
portfolio,  and;
     d.      A BDC must have a class of equity securities registered under the
1934  Act  or  have filed a registration statement under that section and must
comply  with the periodic reporting requirements under the 1934 Act, including
annual  reports,  quarterly  reports  and reports of certain material changes,
rather  than  with  those  in  section  30  of  the  1940  Act.

SEASONAL  NATURE  OF  BUSINESS ACTIVITIES.   The Company's business 
activities are  not  seasonal.

     (B)    BUSINESS  OF  ISSUER.
GENERAL.  The  Company  provides  the  following  products  and  services.

       Information Center:   The Company's Information Center division covers
all  types  of  gaming.      Information  concerning all aspects of the gaming
industry  shall  be  provided,  including  riverboat  and land based gambling,
lotteries,  paramutuals,  charitable  gaming  and Indian gaming.   The Company
shall  also  provide  very  limited  information  on  Internet gaming which is
currently unregulated.   The Company provides The Gaming Industry Daily Report
Hotline,  a  900  number hotline at $.95 per minute with the average length of
the  call  being  4.5  minutes.  The  Gaming  Industry  Daily Report  has four
selections  which  include  a daily update, a weekly update, a model portfolio
and  CEO interviews.   The Company also distributes The Gaming Industry Weekly
Report,  which includes news, editorial commentary, insider transactions and a
rumor  section.    The Gaming Industry Weekly Report  charges $75 for 13 weeks
and $250 for 52 weeks by mail.   The fax subscription is $125 for 13 weeks and
$400  for  52  weeks.      There is also a combination plan where a subscriber
receives  the  weekly  report and the hotline without any 900# charges for $99
per  month,  payable  three  months  in advance.   The subscriber dials a toll
number  and  enters  a  code  to  hear  The  Gaming  Industry  Daily  Report.

In  September,  1995,  the  Company  launched the Gaming Industry Daily Report
newsletter  that  is only available by E-mail or fax.   The subscription price
is  $79  for  13  weeks  and  $270  for  52 weeks.   The Company also offers a
combination  plan  for  both Daily and Weekly newsletter for $169 for 13 weeks
and  $530  for  a  year  subscription.

Mr.  Woinski  is  the only principal who has experience in preparing published
reports  relating  to  the  gaming  industry  (  since  March,  1993).

The  Company  intends  to  expand  the information center to include daily fax
updates  on  the  events  in the industry and in the financial markets, a wire
service  to  disseminate  the  information  to  the uniformed public and joint
ventures  with  other  industry  publications.    The Company has expanded its
Information  Center  with  the launching of Gaming Stock Investor Forum on its
web  site at http://gamingven.com.   The Company intends to expand this in the
future  to  become  a  Central  Information  Center  for  the  gaming industry
including  a  wire service, corporate profiles and provide 24 hour information
on  the  gaming  industry.      The  Forum  is free to the public and is being
frequented  by  people  all  over  the  world.

There  is  currently  very  limited information available regarding the gaming
industry.      The  Company's  information  services  are targeted at industry
personnel  plus  consumers  of  and  investors  in the industry.   The Company
targets  areas  that  have  legalized  casinos since that is where most of the
employees  and  management  reside  and  work.     These areas include Nevada,
Mississippi,  Iowa,  New  Jersey,  Missouri,  Minnesota,  Louisiana, Colorado,
Indiana  and  Connecticut.      Additionally, the Company targets states where
Indian  casinos  are  located and in Canada.    The Company will target Mexico
and  other  South America countries as legalization of casinos occurs in those
areas.

The  information  provided  by  the Company includes reporting and analysis of
news  releases  by gaming companies, Dow Jones Federal Filings new reports and
reports  on  political  decisions  affecting  the gaming industry and employee
changes in the industry.   Dow Jones Federal Filings is a service of Dow Jones
and  Co.    It  includes  excerpts  from Form 10-Ks, 10-Qs,, and 8-Ks filed by
reporting companies.   It also lists insider transactions as they are reported
to  the  Securities and Exchange Commission.   The Company uses these services
from  Dow  Jones,  company  press releases, newspaper articles from around the
world  and  management's contacts in the industry to summarize and disseminate
information  to  investors  and  industry  personnel who do not have the time,
access  to,  or  desire  to  get  the  information  themselves.



<PAGE> 5

     Letter of Intent:   On October 7, 1996, the Company entered into a letter 
of intent with Manhattan Gaming, Inc. to explore the openings and 
operations of future Manhattan Gaming retail locations across the United 
States.   Manhattan Gaming is a retail gaming superstore which sells 
products that include a full range of gaming memorabilia including vintage 
slot machines, commemorative tokens and casino chips, personalized 
playing cards and poker chips, poker tables as well as chess, backgammon 
and other games of change and skill.   The location also stocks a full library 
of gaming books and videos.  Gaming lessons in craps and blackjack are 
also given on full tables and siminars are held regularly on topics including 
gaming stocks, sports wagering and all casino games.   Products also 
include an array of shirts, hats and other assorted casino gifts.  The existing 
location in New York City is not part of this letter of intent, however, 
discussions are underway for the Company to have an opportunity to 
receive an option to purchase an interest in the existing location with a 
definitive agreement is signed.   The letter of intent calls for the nationwide 
expansion of Manhattan Gaming and, upon completion, the letter of intent 
calls for Manhattan Gaming and the Companyu to particiate equally in the 
equity of the new venture.

     Consulting Services:   The Company provides consulting services to gaming
companies who are involved in all types of gaming activities.   These services
include  overseeing  operations,  public  relations,  investor  relations, and
acting  as  liaisons in joint ventures, financing, lease negotiations, etc.   
The  Company's fees for its consulting services range from $1,000 per month to
$20,000  per  month depending on the duties to be performed.   The majority of
this  business  has developed directly from subscribers to The Gaming Industry
Weekly  Report    as  well  as  Mr.  Woinski's public speaking engagements and
various  articles  about  and  by  Mr.  Woinski  in trade publications.   From
December  1992  to  August 1995, Mr. Woinski was President of Lucky Management
Corp,  an  investment  advisory  firm  which  also  held  interests  in  other
businesses  including  printing,  real  estate, etc.  Mr. Woinski served as an
advisor  for the Monitrend Gaming and Leisure Mutual Fund from October 1993 to
December  1994  and  was  Portfolio  Manager  of  the  High Rollers Investment
Partnership  from  December  1992  to  October  1993.    Mrs. Woinski was Vice
President  of  Lucky  Management Corp., an investment advisory firm which also
held  interests in other businesses including printing, real estate, etc. from
December  1992  to  August  1995.      The Company shall target the same areas
described  above  under  "Information  Center".

On  December  20,  1995,  the Company entered into a consulting agreement with
Players  Network,  a Nevada corporation.  The Company agreed to assist Players
Network  in  any  requested  aspects of fund-raising and operations.   Players
paid  the  Company  a one time equity fee of 120,000 common shares plus 24,000
2-year  warrants  to  purchase  common  shares  of Players at $2.50 per common
share.

On  July  8,  1996,  the  Company  entered  into  a  consulting agreement with
Casinovations  Incorporated,  a Washington corporation.  The Company agreed to
assist Casinovations Incorporated in any requested aspects of fund-raising and
operations.    Casinovations paid the Company a one time equity fee of 100,000
common shares and options to purchase 50,000 Common Shares at the option price
of  $1.50  per  Common  Share.      The  option  period  is  two  years.

Mr.  Woinski  writes  the  newsletter  and  gathers  the  information  for the
newsletter.    Mr. Woinski will perform most of the actual consulting services. 
Mrs. Woinski is in charge of customer relations, in house accounting and 
marketing  of  the  Company's  newsletter  and  other  services.

The following is a summary of segment information for the period ended October
31,  1995  and  for  the  year  ended  October  31,  1996:
<TABLE>

<CAPTION>


                                For year         For period
                                  ended             ended  
                                 10/31/96          10/31/95


<S>                                 <C>              <C>      
Sales to unaffiliated customers:
 Subscription sales          $     91,770   $     12,121 
 Consulting Fees                  259,422   $     22,100 
 Hotline Income                     5,335              - 
                            -------------  -------------         
                             $    356,527   $     34,221 

Income (Loss) from operations:
 Subscription sales          $     91,770   $     12,121 
 Consulting fees                  259,422   $     22,100 
 Hotline Income                     5,335              -   
                            -------------  -------------         
 Other income                      66,744          9,372 
 General corporate expenses      (186,375)      (531,732)
                              -----------    ----------- 
                             $    236,896   $   (488,139)
                             ============   ============

Identifiable assets:
 General corporate           $  1,260,719   $    808,601 
                             ============   ============
Capital expenditures:
 General corporate           $      8,278   $      1,920 
                             ============   ============
Depreciation:
 General corporate           $      2,711   $        794 
                             ============   ============
Amortization:
 General corporate           $        638   $        320 
                             ============   ============
</TABLE>


Income  from  operations  represents  the  net  sales  from  each segment, and
excludes  general  corporate  expenses and other income of a general corporate
nature.      General corporate assets consists principally of cash and trading
securities.

<PAGE> 6

During  the  year  ended  October  31, 1996 consulting fees were received 
from Players Network ($90,000), Casino0vations ($37,500) Hilton  Hotels  
Corporation  ($4,625)  Europa  Cruises  ($31,190),  Champps 
Entertainment  ($4,000),  Game  Financial Corp. ($12,000), Royal Casino 
Group, Inc. ($37,000), Vodavi Technology ($16,000), American 
Wagering, Inc. ($11,145) and  New  Horizon  Kids  Quest  ($4,400).

During  the  period  ended October 31, 1995 consulting fees were received from
Europa  Cruises,  Champps  Entertainment  and Game Financial Corp. amounted to
$12,205,  $4,000  and  $4,000  respectively.


ITEM  2.  DESCRIPTION  OF  PROPERTY

The  Company  owns  no  real  property  and  leases all of its facilities. The
Company's  executive offices are located at 400 Park Place, #2C, Fort Lee, New
Jersey  07024 and its mailing address is 177 Main Street, Suite 312, Fort Lee,
New  Jersey  07024.  Telephone No. (201) 947 - 4642.  These offices consist of
1,300  square feet on a five year lease commencing November 1, 1995 for $1,500
per  month.

ITEM  3.    LEGAL  PROCEEDINGS
The  Company  knows  of no material pending or threatened legal proceedings to
which  the  Company  and  its  subsidiary  is  a  party or of which any of its
properties  is subject, and no such proceedings are known to the Company to be
contemplated  by  governmental  authorities.

ITEM  4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
During the fourth quarter  of  the fiscal year ended October 31, 1996, no 
matters were submitted to  a  vote  of  the  Company's  security holders, 
through the solicitation of proxies.


                                   PART II
ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED 
STOCKHOLDER MATTERS

The  Company's  common  stock  is  traded  on the OTC Bulletin Board under the
symbol  "GVCU".

The  following  table  sets forth the range of high and low bid quotations for
the  Company's  common stock for each quarter of the last two fiscal years, as
reported  by  the OTC Bulletin Board.   The Company's market makers are Olsen,
Payne;  Paragon  Securities, Frankel Securities, Barren Chase Securities, Wien
Securities;  Hill,  Thompson;  Alex Brown; M.H. Myerson; Knight Securities and
Ross Securities.   The quotations represent inter-dealer prices without retail
markup,  markdown  or  commission,  and  may  not necessarily represent actual
transactions.
<TABLE>

<CAPTION>

             Quarter  Ended             High  Bid          Low  Bid
                   <S>                    <C>                 <C>

                  1/31/95                  *                   *
                  4/30/95                  *                   *
                  7/31/95                  *                   *
                 10/31/95                  *                   *
                  1/31/96                  *                   *
                  4/30/96                  *                   *
                  7/31/96                3 5/8               2 7/8
                 10/31/96                4 1/2               3 1/8
</TABLE>

The Company's common stock commenced trading on the over-the-counter market in
July,  1996.     Prior to that time, there was no market for the securities of
the  Company.

Holders.     The approximate number of holders of record of the Company's
$.001 par value common stock, as of October 31, 1996, was 905.   Currently, as
of  January  15,  1997,  there  are  905  holders  of  record.

Dividends.      Holders  of the Company's common stock are entitled to receive
such  dividends  as may be declared by its Board of Directors.  Other than the
distribution of warrants pursuant to the "Joint Action by Unanimous Consent of
the Board of Directors and Shareholders" dated March 25, 1994, since inception
no  dividends  on  the  Company's  common  stock  have ever been paid, and the
Company does not anticipate that dividends will be paid on its common stock in
the  foreseeable  future.


ITEM  6.    MANAGEMENT'S  DISCUSSION  AND  ANALYSIS OF FINANCIAL 
CONDITION AND RESULTS  OF  OPERATIONS

Trends  and  Uncertainties.       Inasmuch as a major portion of the Company's
activities  is  the  development  and  operation of a daily 900 number hotline
information  service,  a  daily  and  a weekly newsletter regarding the gaming
industry  and providing consulting services, the Company's business operations
may  be  adversely affected by competitors and prolonged recessionary periods.

<PAGE> 7

In  addition,  the  future  exercise  of  any  of  the outstanding Warrants is
uncertain  based  on the current financial condition of the Company.  The lack
of  future exercise of the Class A or Class B Warrants would negatively impact
the  Company's  ability  to  successfully  expand  operations.

During  the  year  ended  October  31, 1996 consulting fees were received from
Hilton  Hotels  Corporation  ($4,625)  Europa  Cruises  ($31,190),  Champps
Entertainment  ($4,000),  Game  Financial Corp. ($12,000), Royal Casino Group,
Inc. ($37,000), Vodavi Technology ($16,000), American Wagering, Inc. ($11,145)
and  New  Horizon  Kids Quest ($4,400).    There can be no certainty that this
limited  number  of  consulting service customers will continue to utilize the
Company's  services or that the Company can replace or add to these consulting
customers.

During  the  period  ended October 31, 1995 consulting fees were received from
Europa  Cruises,  Champps  Entertainment  and Game Financial Corp. amounted to
$12,205,  $4,000  and  $4,000  respectively.

Capital  and  Source  of  Liquidity.    The Company signed a lease to rent 700
square feet of office space through December 31, 2000.   The Company exercised
its  option  to rent an additional six hundred square feet of space commencing
November  1,  1995.     Total lease payments per month increased from $700 per
month  to  $1,500.     This may have a negative impact on the cash flow of the
Company.      The landlord is Lucky Management Corp. Other than the lease, the
Company  has  no  material  commitments  for  capital  expenditures.

For  the  year  ended  October 31, 1996, the Company had an increase of a note
receivable  of  $18,000.   The Company advanced an unrelated entity $18,000 in
exchange  for  a  profit  sharing  arrangement with two of the entity's retail
locations in New York City.   The financing was provided interest free for the
months  of  November  and  December,  1996  in return for the following profit
participation:      On  the first $10,000 of net pre-tax cash flows from these
locations,  the  Company  will  receive  $10,000.   On the next $10,000 of net
pre-tax  cash flows, the Company will receive $5,000.   On the next $10,000 of
net  pre-tax  cash  flows,  the  Company  will receive $4,000.   On the fourth
$10,000  of net pre-tax cash flows, the Company will receive $3,000 and on any
net  pre-tax  cash  flows  above  $40,000, the Company will receive 20% of the
excess.      In  the  event  that  the  profit participation arrangement is in
sufficient  to  repay  the  $18,000  investment,  it  will convert into a loan
arrangement  as follows:   If the Company has received at least $20,000 of net
pre-tax  cash  flows,  no  additional payment will be due.   In the event that
less  than  $20,000  has  been  received, the Company will permit the borrower
until  February  28, 1997 to repay the difference between $15,000 and whatever
payment has been made to the Company from net pre-tax cash.   Should repayment
in full not be made by February 28, 1997, the unpaid balance will convert to a
one  year  term  loan  with  interest  at  8.25%.

For  the period ended October 31, 1995, the Company purchased fixed assets for
$1,920  and  incurred organization costs of $3,191.  This resulted in net cash
used  in  investing  activities  of $5,111 for the period ended October, 1995.

For  the  year  ended October 31, 1996, the Company received proceeds from the
sale  of  marketable  securities  of $54,129 and acquired securities valued at
$56,941.    The Company also acquired property and equipment of $8,278.   As a
result,  the  Company had net cash used in investing activities of $29,090 for
the  year  ended  October  31,  1996.

For  the period ended October 31, 1995, the Company received $842,151 from the
sale of its common stock and received a loan from Mr. Woinski, an officer, net
of  a  repayment  of $515.   As a result, the Company had net cash provided by
financing  activities  of  $842,666  for  the  period  ended October 31, 1995.

For  the  year  ended  October  31,  1996,  the  Company  pursued no financing
activities.

On  a  long  term  basis,  liquidity  is  dependent on increased revenues from
operations,  additional infusions of capital and debt financing.   The Company
believes  that  additional  capital  and  debt  financing  in  the  short term
will  allow  the  Company  to  increase  its  marketing  and sales efforts and
thereafter result in increased revenue and greater liquidity in the long term.
However,  there  can  be  no assurance that the Company will be able to obtain
additional  equity  or  debt  financing  in  the  future,  if  at  all.

Results  of  Operations.

The  Company  had  net operating income of $170,152 for the year ended October
31,  1996.        General  and  administrative  expenses  for  the  year ended
October 31, 1996 were $186,375 and consisted principally of officer's salaries
of  $92,750,  rent  of $18,312, telephone of $13,556 and miscellaneous general
and  administrative  expenses  of  $61,757.     The Company had an increase in
accounts  receivable  of  $27,470  due  to  increased  operations.    Deferred
revenue  increased  $228,302 from the sale of its newsletter subscriptions and
prepaid  consulting  revenue. The Company acquired common stock and options as
non-cash consideration valued at $330,000 as partial payment of its consulting
services.   The Company realized gain on the sale of securities of $27,440 and
had  amortization  and  depreciation  of  $638  and  $2,711 for the year ended
October  31, 1996.   The Company had an increase in prepaid expenses of $2,390
due  to  increased operations and had a slight increase in accounts payable of
$422.      Net cash provided by operations for the year ended October 31, 1996
was  $81,669.

<PAGE> 8

The  Company  experienced  net operating loss of $488,139 for the period ended
October  31,  1995.   General and administrative expenses for the period ended
October  31,  1995  were  $531,732  and  consisted of principally common stock
issued  for  services of $427,945 and miscellaneous general and administrative
expenses  of  $103,787.    Depreciation and amortization totaled $794 and $320
respectively  for  the  period  ended  October  31, 1995.   The Company had an
increase  in  accounts receivable of $4,829, accounts payable of $2,234 due to
commencement of operations.   The Company had deferred revenue of $16,397 from
the  sale  of  its  newsletter  subscriptions  and  unrealized gain on trading
securities of $2,500 for the period ended October 31, 1995.   The Company also
purchased  trading  securities  of $30,000.   The material factor in the large
net  operating  loss of the Company resulted from the issuance of common stock
and  options  for  non-cash  consideration  of  $427,945.     Net cash used in
operations  for  the  period  ended  October  31,  1995  was  $77,778.

The  Company  is  seeking  to  lower  its  operating  expenses while expanding
operations  and  increasing  its  customer  base  and operating revenues.  The
Company  is  focusing  on  decreasing  administrative  costs.      However,
increased  marketing  expenses  will  probably  occur in future periods as the
Company  attempts  to  further  increase  its  marketing  and  sales  efforts.


ITEM  7.    FINANCIAL  STATEMENTS  AND  SUPPLEMENTARY  DATA
Financial  Statements        The response to this item is being submitted as a
separate  section  of  this  report  beginning  on  page  25.

ITEM  8.    CHANGES  IN  AND  DISAGREEMENTS WITH ACCOUNTANTS ON 
ACCOUNTING AND FINANCIAL DISCLOSURE

Neither during the twenty-four months prior to the date of the  Company's 
financial statements  included  herein  nor in any subsequent period  thereafter
did  the  Company  file a Form 8-K with the Securities and Exchange Commission 
reporting a change of accountants involving a disagreement of  any  matter  of  
accounting principles or practices of financial statement disclosure.

                                  PART III

ITEM  9.    DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

Identification of Directors and Executive Officers of the CompanyThe following
table sets forth the names and ages of all directors and executive officers of
the  Company  and  all  persons  nominated  or  chosen  to  become a director,
indicating all positions and offices with the Company held by each such person
and  the  period  during  which  he  has  served  as  a  director:
<TABLE>

<CAPTION>

Name          Position          Term(s)  of  Office


<S>                      <C>                         <C>

Alan Woinski, age 32     President                   Inception to
                         and Director                present

Kim Santangelo-Woinski,  Vice President, Secretary,  Inception to
   age 32                Treasurer and Director      present

Louis Dachis, age 27     Director                    Inception to present
</TABLE>

Alan  Woinski  -    Mr.  Woinski  is currently President and a Director of the
Company.   Mr. Woinski founded The Gaming Industry Daily Report in March, 1993
and has been its editor since August 1993.   Mr. Woinski was Vice President of
A & E Printing, Inc. from January 1988 to December 1994.  From January 1995 to
July,  1996,  Mr.  Woinski was President of A & E Printing, Inc., a commercial
printing  company.      As Vice-President, Mr. Woinski was in charge of sales,
marketing and production.  As president, Mr. Woinski's duties were expanded to
hiring  and  firing personnel, inventory control and overseeing all operations
of  the  company.      From December 1992 to August 1995, Mr. Woinski was also
President  of  Lucky  Management  Corp, an investment advisory firm which also
held  interests in other businesses including printing, real estate, etc.   As
president,  Mr.  Woinski  handled  all  investment advisory accounts including
being  the  advisor  to  the Monitrend Gaming and Leisure fund.    Mr. Woinski
served  as  an  advisor  for the Monitrend Gaming and Leisure Mutual Fund from
October  1993  to  December 1994 and was Portfolio Manager of the High Rollers
Investment Partnership from December 1992 to October 1993.   Duties as advisor
and  portfolio manager included updates on the gaming industry including trend
analysis,  technical  analysis  on  securities  on  companies  in  the  gaming
industry,  buy  and  sell  recommendations,  etc.   Mr. Woinski graduated from
Hofstra  University  in  1986.

Kim  Santangelo-Woinski  -    Mrs.  Woinski  is  currently  Vice  President,
Secretary/Treasurer  and  a  Director  of the Company.   Mrs. Woinski was Vice
President  of  Lucky  Management Corp., an investment advisory firm which also
held  interests in other businesses including printing, real estate, etc. from
December  1992  to August 1995.   Mrs. Woinski was vice president in charge of
all  in-house  accounting and customer relations as well as running the entire

<PAGE> 9

office  including  ordering  supplies,  equipment,  etc.  From January 1992 to
January  1994, Mrs. Woinski worked as operations manager/personal assistant to
the  President  of Tee Dee's, Inc., a women's clothing manufacturer.   Mrs. 
Woinski's duties  included  office  management and personnel supervision.   From
1990 to 1992,  Mrs.  Woinski  was  beverage  manager of Waypointe, Inc., and 
served as beverage  manager  of  Treadway  Inn  Hotel from 1989 to 1991.   Her 
duties as beverage  manager  included  hiring staff, inventory and overseeing 
and filing reports  for  the  parent  company.

Louis Dachis - Mr. Dachis is currently a Director of the Company.   Mr. Dachis
was  self-employed  as  a  freelance  graphic artist from May 1991 to February
1994.      From  April  1994 to the present, Mr. Dachis has been the marketing
director for Game Financial Corporation, a credit card cash machine company.  
In  August  1996,  he  became  vice  president of Marketing for Game Financial
Corporation.   Mr. Dachis is in charge of marketing and investor relations for
the  company.    Mr. Dachis attended the California Institute of The Arts from
1989  to  1993.

Note  -  Due  to  a  change  in the policy of the firm in which he is employed
regarding  outside directorships, Mr. Lawrence Zipkin, who had been a director
since  inception,  resigned  his position of Director in the fourth quarter of
1995.      Mr.  Zipkin  also  returned  to  treasury all of his common shares,
warrants  and  options  previously  issued  by  the  Company.

CONFLICTS  OF  INTEREST  POLICY.  The  Company  has  adopted a policy that any
transactions  with  directors,  officers  or  entities  of which they are also
officers or directors or in which they have a financial interest, will only be
on  terms consistent with industry standards and approved by a majority of the
disinterested  directors  of  the  Company's Board of Directors.  The Board of
Directors  resolved that the Bylaws of the Company shall be amended to provide
that  no  such  transactions  by  the Company shall be either void or voidable
solely  because  of  such relationship or interest of directors or officers or
solely  because  such  directors  are  present  at the meeting of the Board of
Directors  of  the  Company  or  a  committee  thereof  which  approves  such
transactions,  or  solely because their votes are counted for such purpose if:
(i) the fact of such common directorship or financial interest is disclosed or
known by the Board of Directors or committee and noted in the minutes, and the
Board  or  committee  authorizes,  approves  or  ratifies  the  contract  or
transaction in good faith by a vote for that purpose without counting the vote
or  votes  of  such  interested  directors;  or  (ii)  the fact of such common
directorship  or  financial  interest  is  disclosed  to  or  known  by  the
shareholders  entitled  to  vote  and  they  approve or ratify the contract or
transaction  in  good  faith  by  a  majority  vote  or  written  consent  of
shareholders  holding  a  majority  of the Common Shares entitled to vote (the
votes  of  the  common or interested directors or officers shall be counted in
any  such  vote of shareholders), or (iii) the contract or transaction is fair
and  reasonable  to  the Company at the time it is authorized or approved.  In
addition, interested directors may be counted in determining the presence of a
quorum  at  a  meeting of the Board of Directors of the Company or a committee
thereof  which  approves  such  transactions.

INDEMNIFICATION.    The  Corporation  shall  indemnify  to  the fullest extent
permitted  by,  and  in  the manner permissible under the laws of the State of
Nevada,  any  person  made,  or threatened to be made, a party to an action or
proceeding,  whether  criminal,  civil,  administrative  or  investigative, by
reason of the fact that he is or was a director or officer of the Corporation,
or served any other enterprise as director, officer or employee at the request
of the Corporation.  The Board of Directors, in its discretion, shall have the
power  on  behalf  of  the  Corporation  to indemnify any person, other than a
director  or officer, made a party to any action, suit or proceeding by reason
of  the  fact  that  he/she  is  or  was  an  employee  of  the  Corporation.

Insofar  as  indemnification  for  liabilities  arising  under  the Act may be
permitted  to  directors, officers and controlling persons of the Corporation,
the  Corporation  has  been  advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in  the  Act  and is, therefore, unenforceable.  In the event that a claim for
indemnification  against  such  liabilities  (other  than  the  payment by the
Corporation of expenses incurred or paid by a director, officer or controlling
person  of  the  Corporation  in the successful defense of any action, suit or
proceedings)  is  asserted by such director, officer, or controlling person in
connection  with any securities being registered, the Corporation will, unless
in  the  opinion  of  its  counsel  the matter has been settled by controlling
precedent,  submit to a court of appropriate jurisdiction the question whether
such  indemnification  by  it is against public policy as expressed in the Act
and  will  be  governed  by  the  final  adjudication  of  such  issues.

INDEMNIFICATION  OF  OFFICERS  OR  PERSONS  CONTROLLING  THE CORPORATION  FOR 
LIABILITIES  ARISING  UNDER  THE SECURITIES ACT OF 1933, IS HELD TO BE 
AGAINST PUBLIC  POLICY  BY  THE SECURITIES  AND  EXCHANGE COMMISSION AND IS 
THEREFORE UNENFORCEABLE.

ITEM  10.    EXECUTIVE  COMPENSATIONDuring  fiscal 1996, and as of the date of
filing  this  report,  no  compensation  has  been  paid,  nor have there been
compensation  arrangements or plans, other than what has been indicated below.
Remuneration.      Since  inception, no cash compensation has been paid by the
Corporation  to  its  officers  and directors, during which there were two (2)
officers  and  four  (4)  directors:


<PAGE> 10

The  Company  has  not entered into Employment Agreements with its officers.  
The  Board  of  Directors and shareholders have approved a Non-Statutory Stock
Option  Plan to attract and retain persons of experience and ability and whose
services  are considered valuable and to encourage the sense of proprietorship
in  such  persons  and to stimulate the active interest of such persons in the
development  and  success  of  the  Corporation.

1.       Persons Eligible to Participate in Non-Statutory Stock Option Plan.  
The  persons  eligible  for  participation  in  the  Plan  as  recipients  of
Non-statutory  Stock  Options  ("NSOs")  shall include full-time and part-time
employees  (as  determined by the Committee) and officers of the Company or of
an  Affiliated  Corporation.    In  addition,  directors of the Company or any
Affiliated  Corporation  who are not employees of the Company or an Affiliated
Corporation  and  any  attorney, consultant or other adviser to the Company or
any  Affiliated Corporation shall be eligible to participate in the Plan.  For
all  purposes  of the Plan, any director who is not also a common law employee
and  is  granted  an  option  under the Plan shall be considered an "employee"
until  the  effective  date  of the director's resignation or removal from the
Board  of  Directors,  including  removal  due  to  death  or disability.  The
Committee shall have full power to designate, from among eligible individuals,
the persons to whom NSOs may be granted.  A person who has been granted an NSO
may be granted an additional NSO or NSOs, if the Committee shall so determine.
 The  granting of an NSO shall not be construed as a contract of employment or
as  entitling  the  recipient  thereof  to any rights of continued employment.

2.          Stock  Reserved  for the Plan.   Subject to adjustment, a total of
750,000  shares  of  Common Stock, $.001 par value per share ("Stock"), of the
Company  shall  be  subject  to the Plan.  The Stock subject to the Plan shall
consist  of unissued shares or previously issued shares reacquired and held by
the  Company or any Affiliated Corporation, and such amount of shares shall be
and  is  hereby  reserved for sale for such purpose.  Any of such shares which
may  remain  unsold  and  which  are  not  subject  to outstanding NSOs at the
termination  of  the  Plan  shall  cease to be reserved for the purpose of the
Plan,  but  until  termination  of  the  Plan,  the Company shall at all times
reserve  a  sufficient number of shares to meet the requirements of the Plan. 
Should  any  NSO  expire  or  be  canceled  prior to its exercise in full, the
unexercised  shares  theretofore subject to such NSO may again be subjected to
an  NSO  under  the  Plan.

3.      Option Price.   The purchase price of each share of Stock placed under
NSO  shall not be less than Eighty Five percent (85%) of the fair market value
of  such  share  on  the  date the NSO is granted.  The fair market value of a
share on a particular date shall be deemed to be the average of either (i) the
highest  and  lowest prices at which shares were sold on the date of grant, if
traded  on  a  national  securities  exchange,  (ii)  the  high and low prices
reported  in  the  consolidated  reporting  system,  if traded on a "last sale
reported"  system,  such  as NASDAQ, for over the counter securities, or (iii)
the  high  bid and high asked price for other over-the-counter securities.  If
no transactions in the Stock occur on the date of grant, the fair market value
shall  be  determined  as  of  the  next  earliest  day  for  which reports or
quotations  are  available.    If the common shares are not then quoted on any
exchange  or  in  any quotation medium at the time the option is granted, then
the  Board  of  Directors  or Committee will use its discretion in selecting a
good faith value believed to represent fair market value based on factors then
known  to  them.   The cash proceeds from the sale of Stock are to be added to
the  general  funds  of  the  Company.

4.       Exercise Period.   (a)     The NSO exercise period shall be a term of
not  more  than ten (10) years from the date of granting of each NSO and shall
automatically  terminate:

     (i)        Upon termination of the optionee's employment with the Company
for  cause;
     (ii)          At  the  expiration  of twelve (12) months from the date of
termination of the optionee's employment with the Company for any reason other
than  death,  without  cause;  provided, that if the optionee dies within such
nine-month  period,  subclause  (iii)  below  shall  apply;  or
     (iii)          At the expiration of fifteen (15) months after the date of
death  of  the  optionee.

     (b)       "Employment with the Company" as used in the Plan shall include
employment  with  any  Affiliated Corporation, and NSOs granted under the Plan
shall  not  be  affected  by  an  employee's  transfer of employment among the
Company  and  any Parent or Subsidiary thereof.  An optionee's employment with
the Company shall not be deemed interrupted or terminated by a bona fide leave
of  absence  (such  as  sabbatical leave or employment by the Government) duly
approved,  military  leave  or  sick  leave.

Pursuant  to  the  Non-Statutory Stock Option Plan, the Board of Directors has
granted  stock  options  to  each  of  the directors to purchase 10,000 Common
Shares of the Company (for an aggregate of 30,000 Common Shares).   The option
price  shall be $.01 per Common Share.   The exercise period of the options is
three years.      In the fourth quarter of fiscal 1996, the Board of Directors
also  granted  each  of  the directors stock options to purchase 15,000 Common
Shares of the Company (for an aggregate of 45,000 Common Shares).   The option
price  shall  be  $1.50.    The exercise period of the options is three years.



<PAGE> 11

     Board  of  Directors Compensation.  Members of the Board of Directors may
receive  an  amount  yet to be determined annually for their participation and
will  be  required  to attend a minimum of four meetings per fiscal year.  All
expenses  for  meeting attendance or out of pocket expenses connected directly
with  their  Board  representation  will  be  reimbursed  by the Corporation. 
Director  liability  insurance  may be provided to all members of the Board of
Directors.    No  differentiation  is  made  in  the  compensation of "outside
directors"  and  those  officers  of the Corporation serving in that capacity.

ITEM  11.    SECURITY  OWNERSHIP  OF  CERTAIN BENEFICIAL OWNERS AND 
MANAGEMENT

There  are  currently  1,591,834  Common  Shares  outstanding.   The following
tabulates holdings of shares of the Corporation by each person who, subject to
the  above,  at  the  date  of this Memorandum, holds of record or is known by
Management  to  own  beneficially  more than 5.0% of the Common Shares and, in
addition, by all directors and officers of the Corporation individually and as
a  group.

                         Shareholdings  at  Date  of
                            This  Memorandum
<TABLE>
<CAPTION>
                                                Amount 
Name  and  Address  of                    of  Common  Shares
 Beneficial  Owner                         Currently  Owned          Percent
<S>                                             <C>                    <C>

Alan Woinski                                 727,000(1)(2)(3)        45.67%
177 Main Street
Suite 312
Fort Lee, NJ 07024

Lucky Management Corp.                       727,000(1)(2)(3)        45.67%
177 Main Street
Suite 374
Fort Lee, NJ 07024

Kim Santangelo-Woinski                       727,000(1)(2)(3)        45.67%
177 Main Street
Suite 312
Fort Lee, NJ 07024

Louis Dachis                                   5,000                   .31%
13705 1st Avenue North
Minneapolis, MN 55441

All Directors & Officers
as a group (3 persons)                       732,000                 45.98%
</TABLE>

(1)pursuant  to  Rule  13d-3  under  the  Securities  Exchange Act of 1934, as
amended,  beneficial ownership of a security consists of sole or shared voting
power (including the power to vote or direct the voting) and/or sole or shared
investment  power  (including  the power to dispose or direct the disposition)
with  respect  to  a  security  whether  through  a  contract,  arrangement,
understanding,  relationship  or otherwise.   Unless otherwise indicated, each
person  indicated  above  has  sole  power  to  vote, or dispose or direct the
disposition  of all shares beneficially owned, subject to applicable community
property  laws.

(2)Includes  Lucky  Management  Corp., Alan Woinski, the principal shareholder
thereof,  and  Kim  Santangelo-Woinski,  who  is  married  to Mr. Woinski, who
together  constitute  a "group," as that term is defined in Section 13D of the
Securities  Exchange  Act  of  1934,  as  amended.

(3)The  above  disclosure  does  not include common shares which may be issued
upon  the  exercise of the Class A or Class B Warrants.   Assuming exercise of
the  Class  A  and  Class B Warrants, Alan Woinski, Kim Santangelo-Woinski and
Lucky  Management  shall  beneficially  own  a total of 947,332 common shares.

There  are  currently  99,333  Class  A  Warrants outstanding.   The following
tabulates  holdings  of  Class  A  Warrants of the Company by each person who,
subject  to  the  above, at the date of this Prospectus, holds of record or is
known  by  Management  to own beneficially more than 5.0% of the Common Shares
and,  in  addition,  by all directors and officers of the Company individually
and  as  a  group.
<TABLE>
<CAPTION>
<S>                             <C>                               <C>

Name                            Total Number of               Percentage 
                                Class A Warrants                Owned  

Alan Woinski(1)                     98,666                      99.33%
Kim Santangelo-Woinski(1)           98,666                      99.33%
Lucky Management Corp.(1)           98,666                      99.33%
Louis Dachis                           667                      .0067%
All Officers and Directors -3       99,333                     100.00%
</TABLE>
<PAGE> 12

(1)pursuant  to  Rule  13d-3  under  the  Securities Exchange Act of 1934, as
amended,  beneficial ownership of a security consists of sole or shared voting
power (including the power to vote or direct the voting) and/or sole or shared
investment  power  (including  the power to dispose or direct the disposition)
with  respect  to  a  security  whether  through  a  contract,  arrangement,
understanding,  relationship  or otherwise.   Unless otherwise indicated, each
person  indicated  above  has  sole  power  to  vote, or dispose or direct the
disposition  of all shares beneficially owned, subject to applicable community
property  laws.

(2)Includes  Lucky  Management  Corp., Alan Woinski, the principal shareholder
thereof,  and  Kim  Santangelo-Woinski,  who  is  married  to Mr. Woinski, who
together  constitute  a "group," as that term is defined in Section 13D of the
Securities  Exchange  Act  of  1934,  as  amended.

There  are  currently  99,333  Class  B  Warrants outstanding.   The following
tabulates  holdings  of  Class  B  Warrants of the Company by each person who,
subject  to  the  above, at the date of this Prospectus, holds of record or is
known  by  Management  to own beneficially more than 5.0% of the Common Shares
and,  in  addition,  by all directors and officers of the Company individually
and  as  a  group.
<TABLE>
<CAPTION>
<S>                              <C>                               <C>

Name                         Total Number of                   Percentage
                             Class B Warrants                    Owned 

Alan Woinski(1)                  98,666                          99.33%
Kim Santangelo-Woinski(1)        98,666                          99.33%
Louis Dachis                        667                          .0067%
Lucky Management Corp.(1)        98,666                          99.33%

All Officers and Directors - 3   99,333                         100.00%
</TABLE>
(1)pursuant  to  Rule  13d-3  under  the  Securities  Exchange Act of 1934, as
amended,  beneficial ownership of a security consists of sole or shared voting
power (including the power to vote or direct the voting) and/or sole or shared
investment  power  (including  the power to dispose or direct the disposition)
with  respect  to  a  security  whether  through  a  contract,  arrangement,
understanding,  relationship  or otherwise.   Unless otherwise indicated, each
person  indicated  above  has  sole  power  to  vote, or dispose or direct the
disposition  of all shares beneficially owned, subject to applicable community
property  laws.

(2)Includes  Lucky  Management  Corp., Alan Woinski, the principal shareholder
thereof,  and  Kim  Santangelo-Woinski,  who  is  married  to Mr. Woinski, who
together  constitute  a "group," as that term is defined in Section 13D of the
Securities  Exchange  Act  of  1934,  as  amended.


ITEM  12.    CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS
RELATED  PARTY  TRANSACTIONS.    During the period ended October 31, 1995, Mr. 
Alan  Woinski,  an officer of the Company, lent the Company $1,100.   The loan
was  payable upon demand.   Based on the fact that there is no annual interest
rate  for the loan and the fact that Mr. Woinski is a principal in the Company
and is aware of the current financial situation of the Company, the Company is
of  the  opinion  that the terms are as or more favorable as those which could
have been obtained by nonaffiliates.    The Company repaid $585 in July, 1995.

During June, 1995, affiliates of the Company exchanged office equipment with a
historical  cost  basis  of  $7,498  for  common  stock  of  the  Company.

During  November,  1995  the  Company  entered  into  a  lease  for its office
facilities  with  a  related  party  expiring during November 2000.   The rent
pursuant  to the lease approximates fair market.   Minimum annual rent payment
due  under  the  lease  totals  $18,000  for  each year ended October 31, 1996
through  2000.

DISTRIBUTION  OF  SECURITIES.      On  June  4,  1995,  the Board of Directors
authorized the distribution of 100,000 each of A and B stock purchase warrants
exercisable  as  follows:

     $4.00  plus  one  A  warrant  for  each  share  of  common  stock;  and
     $6.00  plus  one  B  warrant  for  each  share  of  common  stock.

The  warrants are exercisable for a period of two years from the date of issue
and  are  callable  with  30  days  notice  at  a  price of $.001 per warrant.

Upon  the  resignation  of  a  director,  667  of  the Class "A" and Class "B"
Warrants  were  retired.

The  Class A and Class B Warrants and the common stock underlying said Class A
and  Class  B  Warrants  are  being  registered  in  this  Offering.

LOCKUP  AGREEMENT.      Pursuant  to a written agreement in October, 1995, the
principal  shareholders  and  officers  and  directors  (Alan  Woinski,  Kim
Santangelo-Woinski, Lucky Management Corp., Louis Dachis who received warrants
issued  them pursuant to the Special Meeting of the Board of Directors held on
June  4,  1995  have  agreed  as  follows:

<PAGE> 13
In  the  event the shareholder exercises any warrants, the stock issued to the
shareholder  pursuant  to  the exercise shall be locked in and restricted from
trading  for  a period of two years.   A notice is to be placed on the face of
each  stock certificate covered by the terms of the Agreement stating that the
transfer  of  the  stock  evidenced  by  the  certificate  is restricted until
twenty-four  (24)  months  from  the  date of issuance.   The shareholder also
agrees not to sell or otherwise transfer their interest in the warrants except
to  an  underwriter  or  other  market  makers  in  the stock once a market is
established.   The shareholder further agrees that the total value in cash, or
other consideration, paid by the buyer to the seller shall not exceed $.01 per
warrant.

ITEM  13.    EXHIBITS,  FINANCIAL STATEMENT SCHEDULES, AND REPORTS 
ON FORM 8-K
     (A)    FINANCIAL  STATEMENTS  AND  SCHEDULES
     The  following  financial  statements  and schedules are filed as part of
this  report:
  Report  of  Independent  Public  Auditors............................ 14      
  Consolidated Balance Sheets.......................................... 15
  Consolidated  Statement  of Operations............................... 16
  Consolidated Statement of Stockholder's Equity....................... 17
  Statement  of  Cash  Flows........................................... 18
  Notes  to  Financial  Statements..................................... 19  
  Schedules  Omitted:    All  schedules  other  than  those shown have been
omitted  because  they  are  not  applicable,  not  required,  or the required
information  is  shown  in  the  financial  statements  or  notes  thereto.

(b)    List  of  Exhibits
The  following  of  exhibits  are  filed  with  this  report:

(3)    Articles of Incorporation and Bylaws incorporated by reference to
       Form  S-1,  file  number  33-98184
(4)    Specimen certificate for Common Stock incorporated by reference to
       Form  S-1,  file  number  33-98184-  to  be  filed  by  amendment
(10.1) Consulting Agreement with Europa Cruises incorporated by reference
       to Form  S-1,  file  number  33-98184
(10.2) Consulting Agreement with Game Financial Corp. to be filed by
       Amendment
(10.3) Consulting Agreement with Players Network incorporated by
       reference to Form  S-1,  file  number  33-98184
(10.4) Consulting Agreement with Casinovations Incorporated
(99)   Consulting  Agreement  with Pratt, Wylce & Lords, Ltd.
       incorporated  by  reference  to  Form  S-1,  file  number  33-98184


REPORTS FILED ON FORM 8-K.     The Company filed no reports on Form 8-K during
the  fourth  quarter  of  the  Company's  fiscal  year ended October 31, 1996.




<page. 14

               REPORT  OF  INDEPENDENT  AUDITORS


Shareholders  and  Board  of  Directors
Gaming  Venture  Corp.,  U.S.A.


We  have  audited  the  accompanying  balance  sheets of Gaming Venture Corp.,
U.S.A.  as  of  October  31,  1996  and  1995,  and  the related statements of
operations,  stockholders'  equity,  and cash flows for the year ended October
31,  1996,  and  the period from inception (June 1, 1995) to October 31, 1995.
These  financial  statements  are  the  responsibility  of  the  Company's
management.  Our  responsibility  is  to express an opinion on these financial
statements  based  on  our  audit.

We  conducted  our  audits  in  accordance  with  generally  accepted auditing
standards.  Those  standards  require  that  we  plan and perform the audit to
obtain  reasonable  assurance  about whether the financial statements are free
of  material  misstatement.  An  audit  includes  examining,  on a test basis,
evidence  supporting  the  amounts  and  disclosures  in  the  financial
statements.  An  audit  also includes assessing the accounting principles used
and  significant  estimates  by  management, as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide a
reasonable  basis  for  our  opinion.

In  our  opinion,  the  financial statements referred to above present fairly,
in  all  material  respects,  the  financial position of Gaming Venture Corp.,
U.S.A.  as  of  October 31, 1996 and 1995,  and the results of its operations,
and  its  cash  flows  for the year ended October 31, 1996, and for the period
from  inception  (June  1,  1995)  to  October  31,  1995  in  conformity with
generally  accepted  accounting  principles.





                       Winter,  Scheifley  &  Associates,  P.C.
                       Certified  Public  Accountants

Denver,  Colorado
January  10,  1997









<PAGE> 15

                 Gaming  Venture  Corp.,  U.S.A.
                      Balance  Sheets
                     October  31,
<TABLE>
<CAPTION>
                                      1996         1995
ASSETS                               --------    --------


<S>                                    <C>         <C>
Current assets:
  Cash                               $812,356   $759,777
  Accounts receivable                  32,299      4,829
  Note Receivable                      18,000          -
  Prepaid Expenses                      2,390          -
  Marketable Securities                49,250     32,500
                                    ---------  ---------
                                      914,295    797,106
Property, plant and equipment, at cost:
  Furniture and office equipment       17,696      9,418
  Less: accumulated depreciation        3,505        794
                                    ---------  ---------
                                       14,191      8,624
Organization costs net of accumulated
 amortization of $958 and $320          2,233      2,871
Investments                           330,000          -
                                    ---------  ---------
                                  $ 1,260,719   $808,601
                                  ===========  =========
LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
  Accounts payable 
   and accrued expenses                $2,656     $2,234
  Deferred revenue                    244,699     16,397
  Due to affiliates                       515        515
                                    ---------  ---------
                                      247,870     19,146
Commitments and contingencies

Stockholders' equity:
  Common stock, $.001 par value,
  50,000,000 shares authorized,
  1,591,834 shares issued and
  outstanding                          1,592       1,592
  Paid in capital                  1,276,002   1,276,002
  Unrealized holding 
    loss on securities               (13,502)          -
  Accumulated deficit               (251,243)   (488,139)
                                  ----------  ----------
                                   1,012,849     789,455
                                  ----------  ----------
                                 $ 1,260,719    $808,601
                                  ==========  ==========
</TABLE>



<PAGE> 16


<TABLE>
<CAPTION>
                  Gaming  Venture  Corp.,  U.S.A.
                     Statement  of  Operations
               For  the  Year  Ended  October  31,  1996
  and  the  Period  From  Inception  (June  1,  1995)  to  October  31,  1995


<S>                                                <C>           <C>
                                                  1996          1995
                                                 ------        ------

Revenue                                          $356,527     $34,221
   
Costs and expenses:
 General and administrative                       168,063     528,620
 General and administrative-related party          18,312       3,112
                                               ----------  ----------
                                                  186,375     531,732
                                               ----------  ----------

Net income(loss) from operations                  170,152    (497,511)

Other income:
 Gain on sale of marketable securities             27,440           -
 Unrealized gain on trading securities                  -       2,500
 Interest income                                   39,304       6,872
                                               ----------  ----------
                                                   66,744       9,372
                                               ----------  ----------

   Net income(loss)                              $236,896  $(488,139)
                                               ==========  ==========
Per share information:
 Weighted average number of common
  shares outstanding                            1,591,834   1,436,734
                                               ==========  ==========

 Net income(loss) per share                          $.15        (.34)
                                               ==========  ==========
</TABLE>



<PAGE> 17

<TABLE>
<CAPTION>
                      Gaming  Venture  Corp.,  U.S.A.
                Statement  of  Changes  in  Stockholders'  Equity
     For  the  Period  From  Inception  (June  1,  1995)  to  October  31,  1996

                                                  
                               Common  Stock       Paid In  Accumulated  Total
                            Shares        Amount   Capital    Deficit    

<S>                          <C>          <C>       <C>         <C>       <C>

Shares issued for services,
 office equipment and cash
 to affiliates at $.01 per
 share (June, 1995)          745,000      $745     $7,498       $   -    $  8,243
Shares issued for services
 at $1.50 per share
 (June, 1995)                255,000       255    382,245           -     382,500
Shares issued for cash at
 $1.50 per share pursuant to
 a private placement
 (July  to October, 1995)    591,834       592    887,159           -     887,751
Costs of private placement         -         -    (45,600)          -     (45,600)
Compensation expense
 related to options
 exercisable at a price
 less than market, issued
 to affiliates                     -         -     44,700           -      44,700
Net loss for the period            -         -          -    (488,139)   (488,139)
Balance October 31, 1995   1,591,834     1,592  1,276,002    (488,139)    789,455

Net income for the year            -         -          -     236,896     236,896
Balance October 31, 1996   1,591,834    $1,592 $1,276,002   $(251,243) $1,026,351
</TABLE>




<PAGE> 18

<TABLE>
<CAPTION>
                     Gaming  Venture  Corp.,  U.S.A
                       Statement  of  Cash  Flows
                For  the  Year  Ended  October  31,  1996
    and the Period From Inception (June 1, 1995) to October 31, 1995

<S>                                               <C>         <C>
                                                 1996        1995
Cash Flows From Operating Activities:            -----       -----
  Net income(loss)                            $236,896   $(488,139)
Adjustments to reconcile net income (loss)
 to net cash used in operating activities:
  Amortization                                     638         320
  Depreciation                                   2,711         794
  Realized gain on sale of securities          (27,440)          -
  Unrealized gain on trading securities              -      (2,500)
  Common stock and options (acquired)
    issued for non-cash consideration         (330,000)    427,945
  Increase in accounts receivable              (27,470)     (4,829)
  Purchase of trading securities                     -     (30,000)
  Increase in prepaid expenses                  (2,390)          -
  Increase in deferred revenue                 228,302      16,397
  Increase in accounts payable                     422       2,234

 Total adjustments                            (155,227)    410,361
Net cash provided by (used in)
  operations                                    81,669     (77,778)

Cash flows from investing activities:
  Increase in note receivable                  (18,000)          -
  Proceeds from sale of securities              54,129           -
  Acquisition of securities                    (56,941)          -
  Increase in organization costs                     -      (3,191)
  Acquisition of property and equipment         (8,278)     (1,920)
Net cash provided by (used in)                ---------   ---------
  investing activities                         (29,090)     (5,111)

Cash Flows From Financing activities:
  Increase in due to affiliates                      -         515
  Proceeds from the issuance of common stock         -     842,151
Net cash provided by (used in)               ---------   ---------
  financing activities                               -     842,666

Net increase (decrease) in cash and
  cash equivalents                              52,579     759,777
Beginning cash and cash equivalents            759,777           -

Ending cash and cash equivalents              $812,356    $759,777

Non-cash investing and financing activities:

 Common stock issued to affiliates for
   equipment                                  $      -    $  7,498
Supplemental cash flow information:
 Cash paid for:  Income taxes                 $    200    $      -
                 Interest                     $      -    $      -

</TABLE>

<TABLE>
<CAPTION>
       Corporation               Number  of  Shares  Held        Fair Value
       -----------                ---------------------         --------------
<S>        <C>                          <C>                           <C>
       Casinovations                 100,000                       $150,000
       Players Network               120,000                       $180,000
</TABLE>


<PAGE> 19
	  Gaming Venture Corp., U.S.A.
	 Notes to Financial Statements
	      October 31, 1996 
 
		
Note 1. ORGANIZATION                   

The Company was incorporated on June 1, 1995, in the State of Nevada The 
operations and objectives of the Company are to provide daily hotline 
information and a weekly newsletter regarding the gaming industry. The 
Company also provides consulting services. The Company has chosen 
October 31, as a year end.


	SIGNIFICANT ACCOUNTING POLICIES

Estimates

Management of the Company uses estimates and assumptions in preparing 
financial statements in accordance with generally accepted accounting 
principles.  Those estimates and assumptions affect the reported amounts 
of assets and liabilities, the disclosure of contingent assets and 
liabilities, and the reported revenues and expenses.  Actual results 
could vary from the estimates that management uses.

Revenue recognition

The Company recognizes revenue from its services as follows:

   Consulting fees - upon the completion of its services
   Hotline - upon usage by the customer
   Newsletter - prorated over the life of the subscription

Fixed assets

The Company depreciates its office equipment utilizing the straight line 
method over a period of five years. Depreciation charged to operations 
was $2,711 and $794 for the periods ended October 31, 1996 and 1995, 
respectively.

Net income(loss) per share

The net income(loss) per share is computed by dividing the net 
income(loss) for the period by the weighted average number of common 
shares outstanding for the period.  Common stock equivalents are 
excluded from the computation as their effect would be anti-dillutive.

Organization costs

The Company amortizes its organization costs over a period of 5 years 
using the straight line method. Amortization charged to operations was 
$638 and $320 for the periods ended October 31, 1996 and 1995, 
respectively.

Cash and cash equivalents

Cash and cash equivalents consist of cash and other highly liquid debt 
instruments with an original maturity of less than three months.

Financial Instruments

The Company's short-term financial instruments consist of cash and cash 
equivalents, accounts and loans receivable, and payables and accruals.  
The carrying amounts of these financial instruments approximates fair 
value because of their short-term maturities.

Advertising Costs

Advertising Costs are expensed as the advertisement is shown.  Advertising 
expense was $4,562 for the year ended October 31, 1996.  There were no 
advertising costs for the period ended October 31, 1995.  Included as an 
asset are $950 of prepaid advertising costs at October 31, 1996.

Note 2. COMMON STOCK

At inception, the Company issued 745,000 shares of its $.001 par value 
common stock to affiliates in exchange for cash of $745 and office 
equipment valued at $7,498.

During June, 1995 the Company began offering 600,000 shares of its common 
stock at $1.50 per share pursuant to a private placement. Pursuant to this 
private placement the Company issued 591,834 shares of common stock for 
cash aggregating $887,751 through October 31, 1995 and incurred expenses 
related to the sale of these shares aggregating $45,600.

During June, 1995 the Company issued shares of its $.001 par value common 
stock to non-affiliates for services as follows:
     250,000 shares pursuant to a consulting agreement valued at $375,000 
      (See Note 10) and
     5,000 shares for consulting services valued at $7,500


<PAGE> 20

During June, 1995, the Company authorized a distribution to shareholders 
of 100,000 each of A, and B stock purchase warrants exercisable as 
follows:

    $ 4.00 plus one A warrant for each share of common stock
    $ 6.00 plus one B warrant for each share of common stock

The warrants are exercisable for a period of 24 months from the date of 
issue and are callable with 30 days notice at a price of $.001 per 
warrant.

During the period covered by these financial statements the Company issued 
shares of its common stock without registration under the Securities Act 
of 1933. Although the Company believes that the sales did not involve a 
public offering of its securities and that it did comply with the "safe 
harbor" exemptions from registration under section 4(2), it could be 
liable for recission of the sales if such exemptions were found not to 
apply.

During June, 1995 the Company approved a Stock Option Plan. Eligible to 
participate in the plan are employees, officers and directors. The plan 
will be administered by the Company's Board of Directors. The Company has 
reserved 750,000 shares of $.001 par value common stock for the plan. The 
option price shall not be less than 85% of the fair market value of the 
stock on the date the option is granted and shall be for a term of not 
more than 10 years. On June 1, 1995 the Company granted 30,000 options to 
its directors at an exercise price of $.01 per share for a period of 3 
years. Compensation expense has been recorded for the difference between 
the exercise price of the options and the fair value of the common stock 
of $1.50 per share ($44,700).

During October, 1995 the Company filed a registration statement with the 
Securities and Exchange Commission on Form S-1 to register 100,000 Class A 
warrants, 100,000 Class B warrants, and 1,196,834 shares of common stock 
(including the 200,000 common shares underlying the A and B warrants).
The registration became effective during July, 1996.

Note 3. NOTE RECEIVABLE

During October, 1996 the Company  advanced an unrelated entity $18,000 in 
exchange for a profit sharing arrangement with the two of the entity's    
retail locations in New York City.

The financing was provided interest free for the months of November and 
December, 1996 in return for the following profit participation:

       On the first $10,000 of net pre-tax cash flows from these          
       locations, the Company will receive $10,000. 

       On the next $10,000 of net pre-tax cash flows, the Company will    
       receive $ 5,000.

       On the third $10,000 of net pre-tax cash flows, the Company will   
       receive $4,000.

       On the fourth $10,000 of net pre-tax cash flows, the Company will  
       receive $3,000.

       On any net pre-tax cash flows above $40,000, the Company will      
       receive 20% of the excess.

In the event that the profit participation arrangement is insufficient to 
repay the $18,000 investment, it will convert into a loan arrangement as 
follows:

	If the Company has received at least $20,000 of net pre-tax cash  
	flows, no additional payment will be due.

	In the event that less than $20,000 has been received, the Company 
	will permit the borrower until February 28, 1997 to repay the     
	difference between $15,000 and whatever payment has been made to  
	the Company from net pre-tax cash.

	Should repayment in full not be made by February 28, 1997 the     
	unpaid balance will convert to a one year term loan with interest 
	at 8.25%.

Note 4. MARKETABLE SECURITIES

The Company's securities that were bought and held principally for the 
purpose of selling them in the near term were classified as trading 
securities at October 31, 1995. Trading securities are recorded at fair 
value as a current asset with the change in fair value during the period 
included in earnings. Effective November 1, 1995 these securities have 
been classified as available for sale, recorded at fair value as a current 
asset, with the change in fair value during the period included as a 
separate component of stockholders' equity.


<PAGE> 21

At October 31, 1996 the Company held equity securities with a fair value 
of $49,250 and a cost of $60,252.  The unrealized holding loss for the 
period of $13,502 is shown as a separate component of stockholders' 
equity.  During the year ended October 31, 1996 the Company had sales 
proceeds of $54,129 from available for sale securities.  Cost is 
determined by the specific identification method for computing realized 
gains or losses on securities sales.

At October 31, 1995 the Company held equity securities with a fair value 
of $32,500 and a cost of $30,000. The unrealized gain included in earnings 
was $2,500. The Company had no sales proceeds from trading securities 
during the period ended October 31, 1995.

Note 5. INVESTMENTS

The Company is holding shares of common stock in the following privately 
held corporations as of October 31, 1996:

       Corporation        Number of Shares Held       Fair Value
       -----------        ---------------------     --------------
  
       Casinovations              100,000               $150,000
       
       Players Network            120,000               $180,000

The shares were acquired by the Company in exchange for consulting 
services provided to Casinovations and Players Network during the year 
ended October 31, 1996 and for future consulting serivices to be rendered 
during the year ending October 31, 1997.  The Company has $202,500 of 
deferred income included on the balance sheet at October 31, 1996 with 
respect to these future consulting services.

The fair value fair for the shares of stock has been determined based on 
the proceeds of private placement offerings for Casinovations (completed 
in December, 1996) and Players Network (completed in July, 1996).

Note 6. INCOME TAXES 

The Company provides for income taxes pursuant to Financial Accounting 
Standards Board Statement No. 109 "Accounting for Income Taxes". No 
provision for income taxes has been provided for during the periods ended 
October 31, 1996 and 1995, respectively because of the availability of net 
operating loss carryforwards.  At October 31, 1996 the Company has 
available a net operating loss carryforward of approximately $250,000 
which may be used  through 2010 to offset future income. The Company is 
unable to predict future taxable income that would enable it to utilize 
any deferred tax asset and therefore the deferred tax asset of 
approximately $85,000 has been fully reserved.

The difference between the federal statutory tax rate and the effective 
tax rate is reconciled as follows for the year ended October 31, 1996:

	Income tax provision at statutory rate      $ 75,290      32%
	Utilization of net operating 
	  loss carryforward                          (75,290)    (32) 
                                        						---------  -----
	Income tax provision at effective tax rate  $      -       -%
                                        						=========  =====

Note 7. RELATED PARTY TRANSACTIONS 

During the June, 1995 an officer of the Company advanced $1,100 to the 
Company. During July, 1995 $585 of this advance was repaid. The Company 
has not imputed interest related to this advance as the amount would not 
be material to the financial statements.  The remaining balance of $515 
was repaid by the Company in November, 1996.

During June, 1995 affiliates of the Company contributed office equipment 
with a historical cost basis of $7,498 to the capital of the Company. 

During November, 1995 the Company entered into a lease for its office 
facilities with a related party expiring during December, 2000. The rent 
pursuant to the lease approximates fair market. Minimum annual rent 
payments due under the lease are as follows:

	    Year ended October 31,    
       1997: $18,000
				   1998: $18,000
				   1999: $18,000
				   2000: $18,000

Rent expense charged to operations was $18,312 and $3,112 for the 
periods ended October 31, 1996 and 1995, respectively
 
Note 8. BUSINESS SEGMENTS

The Company currently provides services in two industry segments 
consisting of newsletter subscription sales and providing consulting 
services. Following is a summary of segment information for the periods 
ended October 31, 1996 and 1995:


<PAGE> 21
                                				      1996        1995 
Sales to unaffiliated customers:         -------     -------
	 Subscription sales                  $    91,770   $  12,121
	 Consulting fees                         259,422      22,100
	 Hotline Income                            5,335        -
                                				      -------     -------
                                				  $   356,527   $  34,221
                                				      =======     =======
Income from operations:
	 Subscription sales                  $    91,770   $  12,121
	 Consulting fees                         259,422      22,100
	 Hotline Income                            5,335        -
                                				      -------     -------
                                				      356,527      34,221        
	 Other income                             66,744       9,372
	 General corporate expenses             (186,375)   (531,732)
                                				      -------     -------
                                				  $   236,896   $(488,139) 
                                				      =======     =======
Identifiable assets:
	 General corporate                   $ 1,260,719   $ 808,601
                                				    =========     =======
Capital expenditures:
	 General corporate                   $     8,278   $   1,920          
                                				      =======     =======
Depreciation:
	 General corporate                   $     2,711   $     794
                                				      =======     =======
Amortization:
	 General corporate                   $       638   $     320
                                				      =======     =======

Income from operations represents the net sales from each segment, and 
excludes general corporate expenses and other income of a general 
corporate nature. General corporate assets consist principally of cash 
and marketable securities.

During the year ended October 31, 1996 consulting fees earned from 
Players Network and Casinovations amounted to $90,000 and $37,500, 
respectively.  These fees represented 25.2% and 10.5% of total revenue, 
respectively.

During the period ended October 31, 1995 consulting fees earned from  
Europa Cruises, Champps Entertainment and Game Financial Corp. amounted 
to $12,205, $4,000 and $4,000 respectively.  These fees represented 
35.7%, 11.7% and 11.7% of total revenue, respectively.

Note 9. CONCENTRATION OF CREDIT RISK 

The Company currently has $719,730 bearing interest at 5.50% per annum 
at October 31, 1996 on deposit in a money market fund at a single 
broker. The amount of SIPC insurance on this fund is limited to 
$100,000. 

Note 10. COMMITMENTS 

During June, 1995 the Company entered into a consulting agreement with 
an unrelated entity which would assist the Company in its capitalization. 
As payment for these services the Company issued 250,000 shares of its $.001 par
value common stock to this entity or its nominee and agreed to pay cash 
aggregating $60,000.





<PAGE> 23

                                  SIGNATURES
Pursuant  to  the  requirements  of  Section  13  or  15(d)  of the Securities
Exchange  Act  of 1934, as amended, the Registrant has duly caused this Report
to be signed on its behalf by the undersigned duly authorized person.

Date: January 27, 1997 
                                GAMING  VENTURE  CORP.,  U.S.A.

                                /s/ Alan Woinski
                                --------------------------------          
                                By:  Alan  Woinski,  President

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

/s/ Alan Woinski                                               1/27/97
----------------------    Chief  Executive  Officer,          ----------
Alan  Woinski             Chief  Operating  Officer
                             and  Director


/s/ Kim Santangelo-Woinski                                     1/27/97
----------------------   Chief  Financial  Officer/Controller ----------
Kim  Santangelo-Woinski            and  Director


/s/ Louis Dachis                                               1/27/97
----------------------             Director                   ----------
Louis  Dachis