<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 
preceding  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  ____

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 $657,910.

As  of  October  31, 1997, 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 
$2,400,000.

The  number  of shares outstanding of registrant's only class of common stock, 
as  of  October  31, 1997 was 1,608,734 and at December 31, 1997 was 1,616,734 
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> 3
                                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 64,333 Class "A" Warrants and 94,333 Class "B" Warrants issued
and outstanding.   In May of 1997, the "A" and "B" Warrants were extended for 
two years to expire on June 4, 1999

BUSINESS  OBJECTIVE.      The  operations and objectives of the Company are to
provide  a  daily 900 number hotline information service, weekly and daily 
newsletter regarding  all  aspects  of the  gaming  industry.   The Company also
provides a daily newsletter regarding all aspects of the Lodging 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 three full 
time employees  (the  Company's current officers) and one 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.

SUBSIDIARY. Gaming Venture's West, a subsidiary of the Company was formed on 
August 1st, 1997 to provide Public Relations and Advertising services to the 
entertainment industry.  The Subsidiary also operates a Celebrity Speakers 
Bureau.   Public Relations and Advertising Fees range from $300 to $5,000 per 
month.   The Celebrity Speakers Bureau receives between 20% and 30% of all 
bookings.

DISTRIBUTION.      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.  Due to the letter 
of intent to acquire Casino Journal Publishing Group, the Company does not 
expect that the business of obtaining equity interests in gaming companies who 
desire to go public will be a material part of the Company's future business.



<PAGE>4

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.

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.
 
In October of 1997, the Company launched The Daily Lodging Report in a
joint venture with HVS International and Hotels Magazine.   The newsletter
is only available by E-mail or fax.   The subscription price is $210 for 6
months and $350 for 12 months by fax and $175 for 6 months and $295 for 12
months by E-mail.  A combo plan is offered by the joint venture where you
can receive both The Daily Lodging Report and The Gaming Industry Daily
Report by e-mail or fax for $350 for 6 months and $595 for 12 months.

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

<PAGE>5

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.

     Consulting Services:   The Company provides consulting services to
companies who are involved in all types of gaming and leisure 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 April 1, 1997, the term of the Agreement was extended to July 2, 
1998.  The Company received an additional 80,000 Common Shares of Players 
Network and $15,000 in cash compensation at the time of the extension.

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.  On 
February 
1, 1997, the term of the Agreement was extended to July 7, 1998.   The Company 
received an additional cash fee of $45,000 at the time of the extension.   On 
February 1, 1997, the term of the agreement was extended to July 7, 1998.  The 
Company received an additional 100,000 common shares and options to purchase 
50,000 shares at $1.50 plus an additional cash fee of $45,000 at the time of 
the extensions.     The options were later changed to warrants.   The Company 
sold the 100,000 warrants to unrelated parties in September for $100.

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, 1996 and for the year ended October 31, 1997:
<TABLE>
<CAPTION>


                                For year         For year
                                  ended             ended  
                                 10/31/97          10/31/96

<S>                                 <C>              <C>      
1997            1996  
Sales to unaffiliated customers:
         Subscription sales    $   115,000      $    91,770
         Consulting fees           530,490          259,422 
         Hotline income              2,870            5,335
         Booking agent services      9,550                -       
                               $   657,910      $   356,527

<PAGE>6

Income from operations:
         Subscription sales    $   115,000      $   91,770      
         Consulting fees           530,490         259,422
         Hotline income              2,870           5,335
         Booking agent services      9,550               -
         Other income               49,622          66,744
     General corporate expenses   (335,323)       (186,375)
                               $   372,209        $236,896

Identifiable assets:
         General corporate     $ 1,753,554      $1,260,719
Capital expenditures:
        General corporate      $    10,901      $    8,278
Depreciation:
         General corporate     $     4,629      $    2,711
Amortization:
         General corporate     $       638      $      638

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  securities.

During the year ended October 31, 1997 consulting fees received from  Players 
Network and Casinovations amounted to $90,000 and $112,500, respectively. 
These fees represented 14.2% and 17.8% of total revenue, respectively..

During the year ended October 31, 1996 consulting fees received 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..

LETTER OF INTENT.  On October 6, 1997, the Company entered into a letter of 
intent to acquire Casino Journal Publishing Group ("CASINO").  Pursuant to the 
letter of intent, the Company would acquire all of the outstanding Common 
Shares of Casino and issue a total of three million shares of the Company 
along with 80,000 options to purchase additional Common Shares of the Company 
at the price of $3 5/16 per Common Share.

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.

Gaming Venture's West leases 285 square feet at 3885 South Decatur
Blvd., Suite 3001, Las Vegas, Nevada at $375 per month on a three year lease expiring 
August 31, 1999.


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, 1997, no 
matters were submitted to  a  vote  of  the  Company's  security holders, 
through the solicitation of proxies.




<PAGE>7

                                   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, Nash Weiss, Wein Securities,
Hill Thompson, Wilson Davis, Paragon, Sharpe Capital, Knight Securities,
Troster Singer and Frankel. The quotations represent inter-dealer prices 
without retail
markup,  markdown  or  commission,  and  may  not necessarily represent actual
transactions.

</TABLE>
<TABLE>
<CAPTION>

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

                  1/31/96                  *                   *
                  4/30/96                  *                   *
                  7/31/96                 3 5/8              2 7/8
                 10/31/96                 4 1/2              3 1/8
                  1/31/97                5 11/16             2 7/8
                  4/30/97                   4                2
                  7/31/97                   2                3 5/16
                 10/31/97                   3                4 3/8
</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, 1997, was 905.   Currently, as
of  January  15,  1998,  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, a daily newspaper regarding the lodging industry and providing 
consulting services, the Company's business operations
may  be adversely affected by competitors and prolonged recessionary periods.

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, 1997 consulting fees were earned from
Casinovations ($45,000), Players Network ($15,000)  Europa  Cruises  
($30,620), Game  Financial Corp. ($12,000), Royal Casino Group, Inc. 
($37,500), Vodavi Technology ($24,000), American Wagering, Inc. ($32,060) and  
New  Horizon  Kids  Quest  ($26,400). Consulting fees also included Casino
Resource Corp. ($17,500) and Chancellor Corp. ($5,250) Public Relations fees 
for Gaming Venture's West included Players Network ($4500), Jeff Kutash 
Productions ($2,000), Europa Cruises ($3,000).   Celebrity Speaking fees 
totaled $9,550.  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.

Loan Collateralized by Related Party.   On July 11, 1997, the Company placed 
$200,000 in a 200 day Certificate of Deposit with Bank West located at 3500 
West Sahara Avenue in Las Vegas, Nevada.   Bank West lent Casinovations, Inc. 
up to the full amount of the Company's Collateral and charged Casinovations, 
Inc. an interest rate which is the rate of the CD plus 2%.



<PAGE>8

Casinovations, Inc. agreed to pay the Company a payment equal to 8.5% of the 
total amount when Casinovations, Inc,. pays off the principal of the loan to 
Bank West.   The payment will be 8.5% of the principal of $200,000 or a total 
of $17,000.   If Casinovations, Inc. is unable to pay off the loan balance 
after the 200 day period, half of the $17,000 payment must be paid to the 
Company.   The Company will then have the option of renewing and allowing 
Casinovations, Inc. to continue with the loan or convert the principal 
balance of the loan into Casinovations, Inc.'s common stock with registration 
rights.   If the Company elects to renew the Collateral, the same terms from 
the first 200 day period will be in effect including a full 8.5% of the 
principal being due when the loan is repaid.   The $8,500 which is due after 
the first 200 day period will not be deducted from the 8.5% due when the loan 
is repaid if the CD is rolled over for another 200 day period.

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 a decrease 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.    This note was 
completely repaid during the year ended October 31, 1997.

 The note receivable described above was paid back in the year ended October 
31, 1997.   For the year ended October 31, 1997, the Company received $16,185 
from the sale of securities.   The Company acquired securities valued at 
$28,438 and property and equipment of $10,901.   As a result, the Company had 
net cash used in investing activities of $5,154.

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 year ended October 31, 1997, the Company made payments to related 
parties of $515..   The Company issued common stock for cash of $170,000 and 
acquired treasury stock valued at $71,496.   As a result, the Company had net 
cash provided by financing activities of $97,989.

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 $338,622 for the year ended October
31, 1997.     General and administrative  expenses  for  the  year ended
October 31, 1997 were $316,277 and related party general and administrative 
expenses of $19,046.  These consisted principally of officer's salaries
of $99,627, rent of $18,324, telephone of $20,390 and other general
and  administrative expenses of $177,936.     The Company had a decrease in
accounts receivable of $7,004.    Deferred revenue increased $23,767 from the 
sale of its newsletter subscriptions and prepaid consulting revenue. The 
Company 
acquired common stock and options as non-cash consideration valued at $270,000 
as partial payment of its consulting services.   The Company realized gain on 
the sale of securities of $4,685 and had amortization and depreciation  of 
$4,628 and $638 for the year ended October  31, 1997.   The Company had an  
increase in prepaid expenses and accounts payable of $43,082.    Net cash 
provided by operations for the year ended October 31, 1997 was $143,166.



<PAGE>9

The  Company  had  net operating income of $236,896 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.

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.



<PAGE>10

                                 PART III

ITEM  9.    DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

Identification of Directors and Executive Officers of the Company.  The 
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 33     President                   Inception to
                         and Director                present

Kim Santangelo-Woinski,  Vice President, Secretary,  Inception to
   age 34                Treasurer and Director      present

Louis Dachis, age 28     Director                    Inception to present

Bruce Merrin, age 52       Vice President              August 1, 1997 to present

Pat Cruzen, age 50        Director                        1997 to present

Jean Regan, age 40       Director                        1997 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
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 store.   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.

Bruce Merrin.   Mr. Merrin is currently an officer of the Company.   Mr. Merrin
founded a public relations firm, Bruce Merrin Public Relations and Celebrity 
Speakers & Entertainment in 1974.   For the past twenty four years, Mr. Merrin's
firm has represented a myriad of entertainment, hotel & resort, business and 
sports and literary clients.   Mr. Merrin obtained a Fine Arts Degree in Theater
Arts/Motion Pictures from UCLA in 1970.






<PAGE>11

Pat Cruzen - Mr. Cruzen is presently President of Cruzen & Associates, a
casino consulting and marketing firm.  Prior to this Mr. Cruzen was
President and Chief Operating Officer of Grand Casinos.  Prior to this he
was head of marketing for MGM Grand Hotel and Casino.   He has also held
various upper level position with other casino companies in Nevada.  Mr.
Cruzen earned a B.S. in Accounting and is a Certified Public Accountant. 
He is 50 years old.

Jean Regan - Ms. Regan is presently Executive Vice-President with New
Horizon Kids Quest, a provider of day care facilities to casino companies. 
She is also a vice-president with Cruzen & Associates.  Prior to this she
was an executive recruiter for top level executives for the gaming industry
with HVS Executive Search.  Prior to this she was in the marketing and
promotions department of the Trump Organization.  She is 39 years old.

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  COMPENSATION   During  fiscal 1997, and as of the date 
of filing  this  report,  only cash compensation has been  paid.   Mr. Woinksi 
was paid $65,550 as an officer of the Company., Kim Santangelo-Woinski was 
paid $26,000 as an officer of the 
Company.    and Bruce Merrin was paid $18,076 as an officer of Gaming Venture 
Corp. and President of Gaming Venture's West.  Bruce was also paid a $20,000 
compensation signing bonus on August 1, 1997. There been not been any 
compensation arrangements or plans, other 
than what has been indicated below. 

<PAGE>12

The  Company  has  not entered into Employment Agreements with any of its 
officers except for Bruce Merrin.   Pursuant to his employment agreement 
effective August 1, 1997, Mr. Merrin shall receive a salary of $30,000.   Mr. 
Merrin shall receive a total of 15,000 Common Shares of the Company over the 
next three quarters ended July 31, 1998.   The agreement has a term of one year.
Pursuant to the Agreement Mr. Merrin agreed that, during the period of his 
contract and for a further period of Two (2) years after leaving the employ 
of the Company, he will not, directly or indirectly, engage in the 
production, manufacture, or distribution of any products similar to or 
competitive with, those manufactured or sold by the Company, either for his 
own benefit or for the benefit of any other person, firm or Company whatsoever 
other than the Company.
Additionally, during the Employment Term and for a period of Two (2) years 
thereafter, Mr. Merrin shall not (a)(i) compete with Company in defined 
Territory in the conduct of its business or in the conduct of any other 
business carried on by Company or (ii) engage or participate, directly or 
indirectly, in any business or businesses substantially similar to the 
business as conducted by Company as at the time of this agreement or as may 
thereafter be conducted by Company at any time during the Employment Term (b) 
solicit or cause to be solicited within or without the Territory any customers 
of Company or (c) recruit or cause any other person to recruit any employee of 
Company to any of said business or businesses.

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.



<PAGE>13

     (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.

The following options and warrants are currently issued to officers and 
directors of the Company.  

Alan Woinski         10,000 options to purchase Common Shares at $.01.
                      Expiration date is June, 1998

                     15,000 options to purchase Common Shares at $1.50
                      Expiration date is July, 1999

                      5,000 options to purchase Common Shares at $4.50
                      Expiration date is January 7, 2000

Kim Woinski          10,000 options to purchase Common Shares at $.01.
                     Expiration date is June, 1998

                     15,000 options to purchase Common Shares at $1.50
                     Expiration date is July, 1999

                      5,000 options to purchase Common Shares at $4.50
                     Expiration date is January 7, 2000

Louis Dachis         10,000 options to purchase Common Shares at $.01
                     Expiration date is June, 1998

                     15,000 options to purchase Common Shares at $1.50
                     Expiration date is July, 1999

                      5,000 options to purchase Common Shares at $4.50
                     Expiration date is January 7, 2000


Bruce Merrin         10,000 options to purchase Common Shares at $2.50
                     Expiration date is June 3, 2000

Pat Cruzen           10,000 options to purchase Common Shares at $4.50
                     Expiration date is January 7, 2000

Jean Regan           10,000 options to purchase Common Shares at $4.50
                     Expiration date is January 7, 2000


Louis Dachis         667 "A" Warrants, exercisable into Common Shares at     
                     $4.00 per Common Share
                     Expiration date is June 1999

                     667 "B" Warrants, exercisable into Common Shares at        
                     $6.00 per Common Share
                     Expiration date is June 1999

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 1,608,734  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                                 714,000(1)(2)(3)        45.19%
177 Main Street
Suite 312
Fort Lee, NJ 07024



<PAGE>14

Lucky Management Corp.                       714,000(1)(2)(3)        44.16%
177 Main Street
Suite 374
Fort Lee, NJ 07024

Kim Santangelo-Woinski                       714,000(1)(2)(3)        44.16%
177 Main Street
Suite 312
Fort Lee, NJ 07024

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

Pat Cruzen                                         0                     0%
6310 Maple Ridge Drive
Victoria, MN 55331

Bruce Merrin                                    0                   0%
3885 So. Decatur Boulevard
Suite 3001
Las Vegas, NV 89103

Jean Regan                                         0                     0%
140 Carlson Parkway
Minnetonka, MN 55305

All Directors & Officers
as a group (3 persons)                       719,000                 44.47%
</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 64,333  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)                          0                          0%
Kim Santangelo-Woinski(1)                0                          0%
Lucky Management Corp.(1)                0                          0%
Louis Dachis                           667                      .0104%
Pat Cruzen                      0                      0%
Jean Regan                   0                       0%
Bruce Merrin               0                       0%
All Officers and Directors -3          667                      .0104%
</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.

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.


<PAGE>15

<TABLE>
<CAPTION>
<S>                              <C>                               <C>

Name                         Total Number of                   Percentage
                             Class B Warrants                    Owned 

Alan Woinski(1)                       0                              0%
Kim Santangelo-Woinski(1)             0                              0%
Louis Dachis                        667                          .0071%
Lucky Management Corp.(1)             0                              0%
Pat Cruzen                      0                      0%
Jean Regan                   0                       0%
Bruce Merrin               0                       0%

All Officers and Directors -        667                          .0071%
</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.

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:

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.



<PAGE>16

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............................ 17      
  Consolidated Balance Sheets.......................................... 18
  Consolidated  Statement  of Operations............................... 19
  Consolidated Statement of Stockholder's Equity....................... 20
  Statement  of  Cash  Flows........................................... 21
  Notes  to  Financial  Statements..................................... 22   
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 February 1, 1997.
(10.5) Consulting Agreement Extension with Players Network dated April 1, 
1997.
(10.6) Consulting Agreement Extension with Casinovations, Inc.
(10.7) collateral Loan for Casinovations, Inc. July 10, 1997
(10.8) Promissory Note with Royal Casino Group dated July 9, 1997.
(10.9) Agreement with Hotels Magazine, Hotel Consulting Services, Inc. and the 
       Company dated September 4, 1997.
(10.10)Letter of Intent to Acquire Casino Journal Publishing Group dated 
October 6, 1997.
(10.11)Employment Agreement with Bruce Merrin
(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, 1997.








<PAGE> 17


                     REPORT OF INDEPENDENT AUDITORS


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


We have audited the accompanying consolidated balance sheet of Gaming Venture 
Corp., U.S.A. and Subsidiary as of October 31, 1997, and the related 
consolidated statements of operations, stockholders' equity, and cash flows 
for the year ended October 31, 1997 and 1996. 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. 
and Subsidiary as of October 31, 1997,  and the results of its operations, and 
its cash flows for the years ended October 31, 1997 and 1996 in conformity 
with generally accepted accounting principles.







                                        James E. Scheifley & Associates, P.C.
                                        Certified Public Accountants

Englewood, Colorado
December 11, 1997











<PAGE>18

 Gaming Venture Corp., USA and Subsidiary
        Consolidated Balance Sheet
             October 31, 1997
<TABLE>
<CAPTION>
                  ASSETS
<S>                                            <C>
Current assets:
  Cash                                     $  845,785
  Cash-restricted                             202,572
  Accounts receivable                          25,295
  Prepaid expenses                              2,281
      Total current assets                  1,075,933

Available for sale securities                  38,625

Property and equipment, at cost, net of
  accumulated depreciation of $8,134           20,463

Organization costs, at cost, net of
  accumulated amortization of $1,596            1,595

Investments                                   616,938
                                           $1,753,554
   LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable and accrued expenses       $12,151
  Income taxes payable                         33,587
  Deferred revenue                            268,466
      Total current liabilities               314,204



Commitments and contingencies

Stockholders' equity:
 Common stock, $.001 par value,
  50,000,000 shares authorized,
  1,608,734 shares issued and outstanding       1,609
 Paid in capital                            1,374,489   
 Unrealized holding loss on securities        (24,127)
 Retained Earnings                             87,379
                                            1,439,350
                                           $1,753,554

See accompanying notes to financial statements.

</TABLE>





<PAGE>19
       Gaming Venture Corp., USA and Subsidiary
         Consolidated Statements of Operations
    For the Years Ended October 31, 1997 and 1996


<TABLE>
<CAPTION>
                                                           1997           1996
<S>                                                         <C>             <C>
Revenues                                               $   657,910   $    356,527

Costs and expenses:
General and administrative                                 316,277        168,063
General and administrative-related party                    19,046         18,312
                                                           335,323        186,375

Income (loss) from operations                              322,587        170,152

Other income :
 Gain on sale of marketable securities                       4,685         27,440
 Interest income                                            44,937         39,304
                                                            49,622         66,744

Income (loss) before income taxes                          372,209        236,896

Provision for income taxes                                  33,587

Net income                                            $    338,622    $   236,896

Per share information:
 Net income                                                  $0.21          $0.15

 Weighted average shares outstanding                     1,604,903      1,591,834


</TABLE>



   See accompanying notes to financial statements.



<PAGE>20


  Gaming Venture Corp., USA and Subsidiary
 Consolidated Statement of Changes in Stockholders' Equity
For the Years Ended October 31, 1997 and 1996

<TABLE>
<CAPTION>
                                                                                        Unrealized        Retained
                                      Common Stock                       Paid in          Holding         Earnings
                                       Shares           Amount           Capital           Loss           (Deficit)          
Total
<S>                                       <C>             <C>             <C>               <C>              <C>            
<C>
Balance, October 31, 1995               1,591,834  $     1,592      $  1,276,002     $                $   
(488,139    $   789,455
Unrealized holding loss                                                                  (13,502)                         
(13,502)
Net income for the year                                                                                    236,896        
236,896
Balance, October 31, 1996               1,591,834        1,592         1,276,002         (13,502)         
(251,243)     1,012,849

Exercise of common stock "B" warrants       5,000            5            29,995                                           
30,000
Exercise of common stock "A" warrants      35,000           35           139,965                                          
140,000
Common stock reacquired and retired       (23,100)         (23)          (71,473)                                         
(71,496)
Unrealized holding loss                                                                  (10,625)                         
(10,625)
Net income for the year                                                                                    338,622        
338,622
Balance, October 31, 1997               1,608,734  $     1,609      $  1,374,489  $      (24,127)      
$    87,379     $1,439,350

</TABLE>





        See accompanying notes to financial statements.






<PAGE>21


        Gaming Venture Corp., USA and Subsidiary
          Consolidated Statement of Cash Flows
      For the Years Ended October 31, 1997 and 1996

<TABLE>
<CAPTION>
                                                                       1997            1996
<S>                                                                     <C>              <C>
Net income                                                        $    338,622    $    236,896

  Adjustments to reconcile net income to net
   cash provided by operating activities:
   Depreciation                                                          4,629           2,711
   Amortization                                                            638             638
   Gain on sale of securities                                           (4,685)        (27,440)
   Common stock and options (acquired) issued
     for consulting services                                          (270,000)       (330,000)
Changes in assets and liabilities:
    (Increase) decrease in accounts receivable                           7,004         (27,470)
    (Increase) decrease in prepaid expenses                                109          (2,390)
    Increase (decrease) in income taxes payable                         33,587
    Increase (decrease) in deferred revenue                             23,767         228,302
    Increase (decrease) in accounts payable and
        accrued expenses                                                 9,495             422
       Total adjustments                                              (195,456)       (155,227)
  Net cash provided by (used in) operating activities                  143,166          81,669

Cash flows from investing activities:
  (Increase decrease in restricted cash                               (202,572)
  (Increase) decrease in note receivable                                18,000         (18,000)
   Proceeds from sale of securities                                     16,185          54,129
   Common stock reacquired and canceled                               (71,496)
   Acquisition of securities                                           (28,438)        (56,941)
   Acquisition of property and equipment                               (10,901)         (8,278)
  Net cash provided by (used in) investing activities                 (279,222)        (29,090)

Cash flows from financing activities:
   Proceeds from (payments to) related parties                            (515)
   Common stock issued for cash                                        170,000
  Net cash provided by (used in)  financing activities                 169,485

Increase (decrease) in cash                                             33,429          52,579
Cash and cash equivalents,
 beginning of period                                                   812,356         759,777
Cash and cash equivalents,
 end of period                                                    $    845,785    $    812,356

Supplemental cash flow information:
   Cash paid for interest                                         $               $
   Cash paid for income taxes                                     $        200    $        200

</TABLE>

    See accompanying notes to financial statements.







<PAGE>22

Gaming Venture Corp., U.S.A. and Subsidiary
Notes to Financial Statements
October 31, 1997
                                                                      
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 and the 
lodging industry. The Company also provides consulting services and in 1997 
started a new division providing booking agent services for celebrity speakers 
 . The Company has chosen October 31, as a year end.


        SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION:
The consolidated financial statements include the accounts of the Company and 
its wholly owned subsidiary Gaming Venture West, Inc. ("West"). All 
significant intercompany transactions have been eliminated. West was 
incorporated in the state of Nevada during the year ended October 31, 1997. 
All of the outstanding shares of West were acquired by the Company at 
inception, and West currently operates the Company's booking agent service. 

Use of 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. Management believes that the estimates used 
are reasonable.

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
   Booking agent fees- upon booking

Fixed assets:

The Company depreciates its office equipment utilizing the straight line 
method over a period of five years. Depreciation charged to operations was 
$4,629 and $2,711 for the years ended October 31, 1997 and 1996, respectively.

Net income (loss) per share:

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





<PAGE>23

Gaming Venture Corp., U.S.A. and Subsidiary
Notes to Financial Statements
October 31, 1997
(Continued)

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  for the 
years ended October 31 1997 and 1996, 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 receivable/payable and notes payable.  The carrying 
amounts of such financial instruments approximate fair value because of the 
short term maturities  of these instruments.

Advertising Costs:
The Company's policy is to expense advertising costs as the advertisement is 
shown.  Advertising and promotion costs of $18,004  and $4,562 were charged to 
operations during the years ended October 31, 1997 and 1996, respectively.  
Included as an asset on the balance sheet were $2,036 and $950 of prepaid 
advertising costs at October 31, 1997 and 1996, respectively.

 Long-Lived Assets: 
In accordance with Statement of Financial Accounting Standards No. 121 
("FAS 121"), Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to be Disposed Of, the Company reviews for the impairment of 
long-lived assets and certain identifiable intangibles whenever events or 
changes in circumstances indicate that the carrying amount of an asset may not 
be recoverable. Under FAS 121, an impairment loss would be recognized when 
estimated future cash flows expected to result from the use of the asset and 
its eventual disposition is less than its carrying amount. No such impairment 
losses have been identified by the Company.

Recent Pronouncement:
 In 1996 Financial Accounting Standards No. 125 (FAS 125) Accounting for 
Transfer and Servicing of Financial Assets and Extinguishments of Liabilities 
was issued. FAS 125 is effective for transfers and servicing of financial 
assets and extinguishments of liabilities occurring after December 31, 1996. 
The Company has  adopted FAS 125 in 1997. However, adoption of FAS 125 does 
not  have a material effect on the Company's  financial position or operating 
results.
                     










<PAGE>24

Gaming Venture Corp., U.S.A. and Subsidiary
Notes to Financial Statements
October 31, 1997
(Continued)

Note 2. AVAILABLE FOR SALE SECURITIES:

The Company's securities that were bought and held principally for the purpose 
of selling them in the near term are 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 securities, recorded at fair value as a non-current asset, with the 
change in fair value during the period included as a separate component of 
stockholders' equity

At October 31, 1997 the Company held equity securities with a fair value of 
$38,625 and a cost of $60,252. The unrealized holding loss was $10,625 and 
$13,502 for the years ended October 31, 1997 and 1996, respectively and has 
been shown as a separate component of stockholders' equity each year. The 
Company had sales proceeds from available for sale securities of $16,185 and 
$54,129 during the years ended October 31, 1997 and 1996, respectively.  Cost 
is determined by the specific identification method for computing realized 
gains or losses on securities.

Note 3. INVESTMENTS:

The Company is holding shares of common stock in the following privately held 
companies as of October 31, 1997:

Corporation     Number of Shares Held      Fair Value

Casinovations       200,000                $300,000

Players Network     200,000                $300,000

The shares were acquired in exchange for consulting services provided by the 
Company to Casinovations and Players Network during the years ended October 
31, 1997 and 1996, respectively and for services to be rendered during the 
year ending October 31, 1998. The Company had $202,500 of deferred income 
included on the balance sheet at October 31, 1997 with respect to these future 
consulting services.

The fair value of these shares of stock has been determined based upon the per 
share price of private placement sales of these securities during 1997 and 
1996. Periodic adjustments to the initial fair value are made when deemed 
appropriate by management based upon intervening events or circumstances that 
would have a material effect on the Company's ability to liquidate the 
securities.  Such intervening events and circumstances would include among 
others material changes in the investee's financial position and results of 
operations, doubts about the investee's ability to continue as a going 
concern, a petition in bankruptcy, the discovery of a material legal or 
environmental claim, more recent sales of non-trading securities or the 
abandonment of plans to complete a registration of the securities for public 
sale.  As of October 31, 1997, the Company has determined that the investee 
companies are continuing with their efforts to establish a public markets for 
their securities.







<PAGE>25

Gaming Venture Corp., U.S.A. and Subsidiary
Notes to Financial Statements
October 31, 1997
(Continued)

In addition, the Company is carrying a long-term investment of 2,500 and 7,000 
shares of two publicly traded companies with an aggregate carrying value of 
$16,938 (cost approximates market).  The shares were acquired in exchange for 
consulting services provided by the Company to these two companies during the 
year ended October 31, 1997 and for services to be rendered during the year 
ending October 31, 1998. The Company had $15,688 of deferred income included 
on the balance sheet at October 31, 1997 with respect to these future 
consulting services.

Note 4. COMMON STOCK:

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 were 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. The 
warrants were subsequently extended for an additional 24 months through June, 
1999.

During the year ended October 31, 1997 the shareholders exercised 35,000 "A" 
warrants for $140,000 and 5,000 "B" warrants for $30,000.

During June, 1995 the Company approved a Stock Option Plan. Eligible to 
participate in the plan are employees, officers and directors. The plan will 
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. 

During the year ended October 31, 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 was 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).  None of the options had been exercised through October 31, 1997.

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 5. 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 year ended October 31, 1996 
because of the operating loss for the period. At October 31, 1996 the Company 
had approximately  a $250,000 net operating loss carryforward which was 
completely utilized during the year ended October 31, 1997.




<PAGE>26

Gaming Venture Corp., U.S.A. and Subsidiary
Notes to Financial Statements
October 31, 1997
(Continued)

The current provision for income taxes consist of the following at October 31, 
1997:

                          Federal              $   30,587  
                                                 
                          State                     3,000

                                                $  33,587

The income tax basis of assets and liabilities is the same as the book basis 
at October 31, 1997 and as such no provision for deferred income taxes is 
necessary.

The difference between the federal statutory tax rate and the effective tax 
rate is reconciled as follows for the years ended October 31, 1997 and 1996, 
respectively:

                                          1997                       1996

Income tax provision at statutory rate   145,162    39%      $   75,290   32%
   Utilization of net operating loss 
    carryforward                        (111,575)  (30)         (75,290)  (32)  
    Income tax provision at 
    effective tax rate                $   33,587     9%      $        -     -%

Note 6. RELATED PARTY TRANSACTIONS: 

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 payments 
due under the lease are as follows:

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

Rent expense charged to operations was $18,324 and $18,312 for the years ended 
October 31, 1997 and 1996, respectively
                     
Note 7. BUSINESS SEGMENTS:

The Company currently provides services in four industry segments consisting 
of newsletter subscription sales, hotline services, providing consulting 
services and booking agent services for celebrity speakers. The following is a 
summary of segment information for the years ended October 31, 1997 and 1996, 
respectively:
                                                                  
                                                  1997            1996  
Sales to unaffiliated customers:
         Subscription sales               $     115,000     $    91,770
         Consulting fees                        530,490         259,422 
         Hotline income                           2,870           5,335
         Booking agent services                   9,550               -  
                                          $     657,910     $   356,527





<PAGE>26

Gaming Venture Corp., U.S.A. and Subsidiary
Notes to Financial Statements
October 31, 1997
(Continued)

Income from operations:
         Subscription sales       $     115,000      $   91,770      
         Consulting fees                530,490         259,422
         Hotline income                   2,870           5,335
         Booking agent services           9,550               -
         Other income                    49,622          66,744
         General corporate expenses    (335,323)       (186,375)
                                  $     372,209        $236,896

                                         1997              1996

Identifiable assets:
         General corporate          $ 1,753,554    $1,260,719
Capital expenditures:
         General corporate          $    10,901    $    8,278
Depreciation:
         General corporate          $     4,629    $    2,711
Amortization:
         General corporate          $       638    $      638

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  securities.

During the year ended October 31, 1997 consulting fees received from  Players 
Network and Casinovations amounted to $90,000 and $112,500, respectively. 
These fees represented 14.2% and 17.8% of total revenue, respectively..

During the year ended October 31, 1996 consulting fees received 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..

Note 8. CONCENTRATION OF CREDIT RISK AND RESTRICTED CASH: 

The Company  had $736,965 bearing interest at 5.25% per annum at October 31, 
1997 on deposit in a money market fund at a single broker. The amount of SIPC 
insurance on this fund is limited to $100,000. 

In addition, the Company maintained a short-term certificate of deposit 
(maturing on February 1, 1998)  with a balance including interest of 
approximately $203,000 at one bank, which is in excess of the FDIC insurance 
coverage of $100,000. The certificate of deposit has been pledged as 
collateral for a loan to Casinovations (see Note 3) made by the bank for 
$200,000. Casinovations has agreed to pay the Company a fee of 8.5% of the 
original principal amount of the certificate of deposit ($200,000) when the 
loan is repaid. If the loan is not repaid by the maturity date, one half of 
the $17,000 fee will become due and the Company will have the option of 
renewing the certificate of deposit with the same 8.5% fee arrangement or 
converting the principal balance of the  loan into Casinovations common stock 
with registration rights. If Casinovations defaults on the bank loan, they 
have agreed to repay the Company the amount of the certificate of deposit in 
either Casinovations common stock with registration rights or through a agreed 
upon payment plan.  


 

 









<PAGE> 28

                                  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, 1998 
                                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                                               1/27/98
----------------------    Chief  Executive  Officer,          ----------
Alan  Woinski             Chief  Operating  Officer
                             and  Director


/s/ Kim Santangelo-Woinski                                     1/27/98
----------------------   Chief  Financial  Officer/Controller ----------
Kim  Santangelo-Woinski            and  Director


/s/ Louis Dachis                                               1/27/98
----------------------             Director                   ----------
Louis  Dachis