U.S. SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C. 20549

                                FORM 10-KSB\A
   
                               AMENDMENT NO. 2
    

(Mark One)
[x]      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 

                For The Fiscal Year Ended: December 31, 1996

                                     or

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934 

For the transition period from                 To                         

Commission file number    000-21991 
                                                                      
                        ADVANCED GAMING TECHNOLOGY, INC.
                 (Name of small business issuer in its charter)


          Wyoming                               98-0152226                 
State or other jurisdiction of                (I.R.S. Employer
incorporation or organization                 Identification No.)


2482 - 650 West Georgia Street, P.O. Box 11610, Vancouver, British Columbia 
V6B 4N9   
          (Address of principal executive offices)(Zip code)

Issuer's telephone number  (604) 689-8841  

Securities registered under Section 12(b) of the Act:     NONE

Securities registered under Section 12(g) of the Act:

                    Common Stock Par Value $.005
                         (Title of Class)


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

                                             Total pages:     41  
                                        Exhibit Index Page:   39  



     Check if there is no disclosure of delinquent filers pursuant to Item 405 
of Regulation S-B is not contained in this form, and no disclosure will be 
contained, to the best of registrant's knowledge, in definitive proxy or 
information statements incorporated by reference in Part III of this Form 
10-KSB or any amendment to this form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year. $ 1,155,035

   
     As of June 3, 1997, there were 51,953,086 shares of 
the Registrant's common stock, par value $0.005, issued and outstanding.  The 
aggregate market value of the Registrant's voting stock held by non-affiliates 
of the Registrant was approximately  $21,785,569 computed at the 
average bid and asked price as of June 3, 1997.
    

                    DOCUMENTS INCORPORATED BY REFERENCE

     If the following documents are incorporated by reference, briefly 
describe them and identify the part of the Form 10-KSB (e.g., Part I, Part II, 
etc.) Into which the document is incorporated: (1) any annual report to 
security holders; (2) any proxy or information statement; and (3) any 
prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 
("Securities Act"):   

   
None
    
     Transitional Small Business Disclosure Format (check one):   Yes; NO   X   







TABLE OF CONTENTS


Item Number and Caption                                             Page

PART I

Item 1.     Description of Business.......................................   4
                                                            
Item 2.     Description of Property.......................................  19
                                                            
Item 3.     Legal Proceedings.............................................  20

Item 4.     Submission of Matters to a Vote of Security Holders...........  21

PART II

Item 5.     Market for Common Equity and Related Stockholder Matters......  22

Item 6.     Management's Discussion and Analysis or Plan of Operations..... 28

Item 7.     Financial Statements........................................... 31

Item 8.     Changes in and Disagreements With Accountants on Accounting and 
            Financial Disclosure........................................... 32

PART III

Item  9.     Directors, Executive Officers, Promoters and Control Persons;
             Compliance with Section 16(a) of the Exchange Act............. 32

Item 10.     Executive Compensation........................................ 33

Item 11.     Security Ownership of Certain Beneficial Owners and Management 36

Item 12.     Certain Relationships and Related Transactions................ 37

Item 13.     Exhibits and Reports on form 8-K.............................. 38





                                     PART I
 
                                                                                
                                                                        
                      ITEM I    DESCRIPTION OF BUSINESS
                                                                                
                                                                        
General

     Advanced Gaming Technology, Inc., a Wyoming corporation (the "Company"), 
is engaged in the design, assembly, supply, marketing and servicing of gaming 
products, the core of which is its MAX Electronic Bingo Systems.  The Company 
is also engaged in developing and establishing gaming and entertainment 
facilities in China and the Philippines, as well as designing and developing a
wireless, hand-held bingo unit for use in the United Kingdom.  In addition, the
Company owns, through one of its wholly-owned subsidiaries, 178 acres of 
undeveloped property in Stone County, Missouri.  The Company's common stock is 
traded on the National Association of Securities Dealers, Inc.'s (the "NASD's")
OTC Bulletin Board Under the symbol "AGTI."

     The Company was incorporated pursuant to the laws of the state of Wyoming 
on November 20, 1963, under the name "MacTay Investment Co."  On June 19, 
1987, the Company changed its name to "Auto N Corporation."  On April 22, 
1991, the Company changed its name again to "Advanced Gaming Technology, 
Inc."  when it acquired all of the assets and certain liabilities of Selectro 
Vision Ltd., a California corporation, in exchange for 1,359,000 shares of the 
Company's common stock, $.005 par value per share (the "Common Stock").

     The Company has seven wholly owned subsidiaries: Executive Video Systems, 
Inc., a Maryland Corporation ("Executive Video"), Palace Entertainment 
Limited, a Company organized under the laws of the British Virgin Islands 
("Palace Entertainment"), Branson Signature Resorts, Inc., a Nevada 
Corporation ("Branson"), River Oaks Holdings, Inc., a Missouri Corporation 
("River Oaks"), Prisms, Inc., a North Carolina Corporation ("Prisms"), 
Pleasure World Ltd, a Company organized under the laws of the Bahamas 
("Pleasure World"), and A.G.T. Acceptance Corp., a Nevada Corporation ("A.G.T. 
Acceptance Corp.").  

     Executive Video owns certain proprietary software and technology relating 
to the MAX Bingo Systems, and prior to the merger with the Company, operated 
five bingo locations (three locations are currently operated by the Company).  
See "Description of Business - Recent Acquisitions."  

     Palace Entertainment was organized in August 1996 to be a joint venture 
partner with various entities in China for the operation of entertainment 
centers in China.  None of the entertainment centers are presently in 
operation.  See "Description of Business - Proposed Operations in China."  

     Branson and its wholly-owned subsidiaries are a resort and land developer 
located in Branson, Missouri which owned two separate real estate properties: 
(i) a resort property with limited existing development on site and (ii) 178 
acres of undeveloped property in Stone County, Missouri.  On November 17, 
1995, the Company disposed of the resort property.  The Company transferred 
the 178 acres of undeveloped property to River Oaks and is currently 
attempting to sell such property.  See "Description of Business - Real Estate 
Holdings."  

     Prisms, Inc. transferred certain patents to Prisms Bahamas Ltd., a 
company organized under the laws of the Bahamas and a wholly-owned subsidiary 
of Pleasure World ("Prims Bahamas") for the development of bingo and other 
entertainment games which management of the Company believes favorably 
complement the Company's MAX Electronic Bingo Systems.  Prisms has invented 
seven games under the patents and Prisms Bahamas has trademarks in place for 
such games.  See "Description of Business - Recent Acquisitions."

     The principal executive offices of the Company are located at 2482-650 
West Georgia Street, P.O. Box 11610, Vancouver, British Columbia, Canada, V6B 
4N9.  The Company also has a distribution center in Phoenix, Arizona, a 
marketing office in Cleveland, Ohio, and an office in Branson, Missouri, where 
its real estate holdings are located.

     OPERATING LOSSES.  The Company has incurred net losses of $5,629,961 and 
$8,983,277 for the fiscal years ended December 31, 1996 and December 31, 1995, 
respectively.  Such operating losses reflect developmental and other start-up 
activities.  The Company expects to incur significant losses in the near 
future.  The Company's operations are subject to numerous risks associated 
with establishing any new business, including unforeseen expenses, delays and 
complications.  There can be no assurance that the Company will achieve or 
sustain profitable operations or that it will be able to remain in business.

     FUTURE CAPITAL NEEDS AND UNCERTAINTY OF ADDITIONAL FUNDING.  The Company 
has generated minimal revenues from product distribution.  Revenues are not 
yet sufficient to support the Company's operating expenses and are not 
expected to reach such levels during the next year.  Since the Company's 
formation, it has funded its operations and capital expenditures primarily 
through private placements of debt and equity securities.  See "Recent Sales 
of Unregistered Securities."  The Company expects that it will be required to 
seek additional financing in the future.  There can be no assurance that such 
financing will be available at all or available on terms acceptable to the 
Company.

     GOVERNMENT REGULATION.  The Company's operations are subject to state and 
local gaming laws as well as various federal laws and regulations governing 
business activities with Native American Tribes.  The state and local laws in 
the United States which govern the lease and use of gaming products are widely 
disparate and continually changing due to legislative and administrative 
actions and judicial interpretations.  If any changes occur in gaming laws 
through statutory enactment or amendment, judicial decision or administrative 
action restricting the manufacture, distribution or use of some or all of the 
Company's products, the Company's present and proposed business could be 
adversely affected.  The operation of gaming on Native American reservations 
is subject to the Indian Gaming Regulatory Act ("IGR").  Under IGR certain 
types of gaming activities are classified as Class I, Class II or Class III.  
The Company's business will be impacted based upon how its products are 
ultimately classified.  See "Business - - Government Regulation" and "Business 
- - Native American Bingo Operations."     
     
     RISK OF LOW-PRICED STOCKS.  Rules 15g-1 through 15g-9 promulgated under 
the Securities Exchange Act of 1934 (the "Exchange Act") impose sales practice 
and disclosure requirements on certain brokers and dealers who engage in 
certain transactions involving "a penny stock."

     Currently, the Company's Common Stock is considered penny stock for 
purposes of the Exchange Act.  The additional sales practice and disclosure 
requirements imposed on certain brokers and dealers could impede the sale of 
the Company's Common Stock in the secondary market.  In addition, the market 
liquidity for the Company's securities may be severely adversely affected, 
with concomitant adverse effects on the price of the Company's securities.

     Under the penny stock regulations, a broker or dealer selling penny stock 
to anyone other than an established customer or "accredited investor"' 
(generally, an individual with net worth in excess of $1,000,000 or annual 
incomes exceeding $200,000, or $300,000 together with his or her spouse) must 
make a special suitability determination for the purchaser and must receive 
the purchaser's written consent to the transaction prior to sale, unless the 
broker or dealer or the transaction is otherwise exempt.  In addition, the 
penny stock regulations require the broker or dealer to deliver, prior to any 
transaction involving a penny stock, a disclosure schedule prepared by the 
Securities and Exchange Commission (the "SEC") relating to the penny stock 
market, unless the broker or dealer or the transaction is otherwise exempt.  A 
broker or dealer is also required to disclose commissions payable to the 
broker or dealer and the registered representative and current quotations for 
the Securities.  In addition, a broker or dealer is required to send monthly 
statements disclosing recent price information with respect to the penny stock 
held in a customer's account and information with respect to the limited 
market in penny stocks.

     LACK OF TRADEMARK AND PATENT PROTECTION.  The Company relies on a 
combination of patent, trade secret, copyright and trademark law, 
nondisclosure agreements and technical security measures to protect its 
products.  Notwithstanding these safeguards, it is possible for competitors of 
the company to obtain its trade secrets and to imitate it products.  
Furthermore, others may independently develop products similar or superior to 
those developed or planned by the Company.  While the Company may obtain 
patents with respect to certain of its products, the Company may not have 
sufficient resources to defend such patents, such patents may not afford all 
necessary protection and competitors may develop equivalent or superior 
products which may not infringe such patents.  See "Business - - Patents and 
Trademarks."

      PRODUCTS.

     The Company's MAX Electronic Bingo Systems products currently include 
three different products:

MAX (PLUS).  The MAX (PLUS) Bingo System is the first proprietary electronic 
bingo system developed by the Company.  Approximately 170 MAX(PLUS)units are 
currently in use in the United States.

     MAX (PLUS) is designed to increase bingo revenue at bingo halls, reduce 
administration costs and increase the excitement of play and the opportunity 
for bingo players to win.  MAX (PLUS) gives players the opportunity to play 
electronically up to 300 bingo cards simultaneously.  The maximum physical 
number of cards that an average bingo player can manually daub (cover) is 
approximately 18.  The electronically operated MAX (PLUS) system keeps track 
of each card and gives the player the option to display on the screen those 
most likely to reach bingo first (6 to 300 cards at any given time).  As the 
bingo numbers are called they can be entered manually or automatically.  The 
manual setting keeps the players focused and feeling part of the game as if 
they were playing a paper-based system.  The automatic setting lets the 
players relax and concentrate on their paper daubing, if they are playing 
paper as well, or eating, drinking or engaging in conversation if they are 
not.

For the bingo hall operator, electronic bingo systems, such as the MAX (PLUS) 
Bingo System, may increase the revenue generated on a daily basis by allowing 
players to play many more cards at a time.  Concession stand sales may also 
increase because players can consume greater amounts within the same bingo 
session.  By generating greater gross revenues, the hall operator may be able 
to increase the size of the prizes awarded and thereby attract larger crowds.  
In addition, the MAX (PLUS) Bingo System lets the operator track necessary 
financial  and analysis information by providing a fully integrated accounting 
package.

MAX (LITE).  The MAX (LITE) Bingo system is the newest addition to the 
Company's electronic bingo product line.  It is a portable, hand-held 
electronic bingo unit which stores up to 50 different games and allows users 
to play up to 300 bingo cards per game.  The unit measures 12" x 9" and offers 
many of the advantages of the MAX (PLUS)      system in a lightweight wireless 
package, which allows players freedom of movement in the bingo hall, thus 
increasing the players' enjoyment and the hall operators' revenue.  
Approximately 300 MAX (LITE) units are currently in use in the United States.

MAX (SPEED) is a pari-mutual system which has five progressive jackpots with 
five different patterns for each game.  A percentage of player purchases can 
be selected and allocated toward a jackpot, which allows a jackpot to be 
offered on every game.  MAX (SPEED) is a high speed bingo game which can be 
played every 45/60 seconds.  Approximately 30 MAX (SPEED) units are currently 
in use in the United States.

     SONIC BINGO.  In addition to the products described above, the Company 
entered into a Letter of Intent with Sega Gaming Technology, Inc. ("Sega"), 
dated May 13, 1996 (the "Sega Letter of Intent"), to manufacture and test 
Sonic Bingo, a new fast-action electronic speed bingo game, which uses the 
Company's MAX (SPEED) software.  The Sega Letter of Intent provides for the 
creation of a new corporation, to be owned sixty percent (60%) by Sega and 
forty percent (40% ) by the Company.

     Sonic Bingo is a high-stakes electronic speed bingo unit capable of 
playing multiple cards simultaneously in sixty (60) second intervals.  The 
Sonic Bingo units will be available in various styles capable of a 
accommodating from 4 to 250 stations.  The system is capable of being 
networked throughout gaming halls, cruise ships, as well as an entire city or 
even a country (depending upon regulatory approvals), which facilitates games 
involving major progressive jackpots.

     The Sonic Bingo prototype was introduced to the market at the World 
Gaming Show in Las Vegas held from October 1 to October 4, 1996, and is being 
developed for introduction in 1997.

   
     The MAX Electronic Bingo Systems products are manufactured by Link 
Technologies in Vancouver, British Columbia and Press Com Electronics in 
Phoenix, Arizona.  In addition, certain components of the products are 
purchased from various sources and assembled by the Company's technicians in 
the Company's Phoenix office.
    

SALES AND MARKETING

     The MAX Electronic Bingo Systems are leased to bingo halls by a network 
of sales representatives and distributors, some of which are employees of the 
Company and some of which are independent contractors.  The cost to the hall 
operator is based on a daily lease rate per unit, which reduces the initial 
capital outlay of the operator.  The Company's MAX Electronic Bingo Systems 
complement paper-based bingo halls.  The Systems are modular and, 
consequently, as their popularity builds, additional units can be added to the 
systems.  The Company is actively working to expand its distribution network 
across North America and intends to accelerate its expansion schedule as its 
network of distributors increases.

     TARGET MARKETS.  Native American, charity, military, casino and cruise 
line bingo operations are considered by the Company to be prospective markets 
for the Company's electronic bingo systems.  Currently, the Company is 
focusing its marketing efforts on the Native American and charity markets.

     Initially, the Company has targeted the United States and Canadian 
markets due to their size, proximity and familiarity.  Other world markets 
with significant bingo operations are the United Kingdom, Australia, New 
Zealand and Europe.  A large potential for electronic bingo also exists in 
Asia and Central and South America.  The Company may pursue these and other 
international markets in the future.

     MARKET SEGMENTS.  The key segments of the bingo market are as follows:

     HIGH STAKES NATIVE AMERICAN BINGO.  There are presently over 200 bingo 
     operations located on Native American reservations in the United States 
     and Canada.  The largest bingo games in the United States are believed to 
     be run on Native American reservations.  The bingo halls located on these 
     reservations typically seat between 300 and 2,000 players.  Bingo games 
     are conducted three to seven days per week, playing up to 28 bingo sessions
     per week.  The Company currently has approximately 130 MAX (PLUS) units and
     approximately 100 MAX (LITE) units in use on Native American reservations.

     CHARITY BINGO.  Charity bingo sessions are conducted on a regular basis by 
     parochial, private and public schools, churches, fraternal orders, 
     sororities, little leagues, symphony orchestras, cultural and civic 
     organizations, auxiliaries, various clubs, synagogues, day care centers, 
     retirement associations and most of other not-for-profit organizations 
     across the United States and Canada.  Some of these bingo operations, 
     because of their small size or infrequency of operation, are not candidates
     for permanent electronic installations, although portable electronic 
     systems may be provided to certain operations on a predetermined date and 
     removed after completion of the session.

     In many states, it is legal for a number of charities to associate with 
     each other for the purpose of operating bingo halls.  In North America, it
     is estimated that the majority of charity bingo is conducted in this 
     manner.  Under this concept, the association leases a suitable hall, plays
     bingo seven days per week, with a specific charity accepting responsibility
     for operations each day of the week.  In the United States, this type of 
     operation is known as a "bingo barn."  The result is a bingo operation that
     is much more efficient than isolated charity games.  All of these charity 
     bingo operations are strong candidates for the electronic systems.

     The Company currently has approximately 275 MAX (PLUS) units and 
     approximately 150 MAX (LITE) units in use by charitable organizations.

REAL ESTATE HOLDINGS

     On June 22, 1995, pursuant to an Agreement and Plan of Reorganization by 
and among the Company, Branson Signature Resorts, Inc. ("Branson") and certain 
shareholders of Branson, dated June 1, 1995 (the "Exchange Agreement"), the 
Company acquired all the capital stock of Branson and its wholly-owned 
subsidiaries in exchange for 5,999,820 shares of the Company's Common Stock.  
Branson and its subsidiaries is a resort and land developer located in 
Branson, Missouri, which owned two separate real estate properties: (i) a 
resort property with limited existing development on site and (ii) 178 acres 
of undeveloped property in Stone County, Missouri.  On November 17, 1995, the 
Company disposed of the resort property by forfeiture to the mortgage holder.  
The Company is currently attempting to capitalize on the 178 acres of 
undeveloped property and has no present plans for the improvement or 
development of such property.

     The undeveloped property has been pledged to secure the repayment of (i) 
promissory notes in an aggregate principal amount of $1,339,792 bearing 
interest at nine percent (9%) per annum and due in July 2002, (ii) a 
promissory note in the principal amount of $60,812 bearing interest at ten 
percent (10%) per annum and due on demand (iii) a promissory note in the 
principal amount of $464,286 bearing interest at 3% above the Chase Manhattan 
prime lending rate and due in 2002 and (iv) convertible debentures in the 
aggregate principal amount of $946,825 bearing interest at two percent (2%) 
per month, compounded monthly, which are convertible into Common Stock at $.40 
per share of Common Stock until December 21, 1997.

RECENT ACQUISITIONS

     PRISMS, INC.  The Company entered into a Share Purchase Agreement, dated 
September 26, 1996 (the "Prisms Agreement"), among (i) the Company, (ii) 
Prisms, and (iii) the shareholders of Prisms, to acquire all the issued and 
outstanding shares of Prisms.  The purchase price for the acquisition was 
$600,000, payable in 300,000 shares of the Company's Common Stock, with such 
shares having a deemed value of $2.00 per share (the "Acquisition shares").  
Prism's primary assets are certain patents for the development of bingo and 
other entertainment games which management of the Company believes favorably 
complement the Company's MAX Electronic Bingo Systems.  Prisms has invented 
seven (7) games under the patents (the "Patented Products") and has trademarks 
in place for the Patented Products.

     Pursuant to the Prisms Agreement, in the event the Acquisition Shares do 
not trade at a minimum average closing price of $2.00 per share as reported by 
the NASD for the ten (10) day trading period preceding October 1, 1997, the 
Company is required to issue additional shares of Common Stock so that the 
total value of the Acquisition shares issued is equal to $600,000.  In 
addition, upon the receipt by the Company of $10,000 of net sales for a 
Patented Product, the Company is required to issue an additional 28,572 shares 
of Common Stock, at a deemed value of $2.00 per share, for each such Patented 
Product (the "Product Shares").  In the event the issued Product Shares do not 
trade at a minimum average closing price of $2.00 per share as reported by the 
NASD for a ten (10) day trading period commencing 12 months after the issuance 
of the Product Shares, the Company is required to issue additional shares of 
Common Stock so that the total value of the Product Shares is $57,144.  The 
Company has not issued any Product Shares.

     The former Prisms shareholders are also entitled to a royalty, payable on 
a quarterly basis, equal to two percent (2%) of the net sale price of the 
products after deduction of packaging and shipping costs, allowances made for 
defective products, excise duties, value-added taxes or other similar taxes 
charged or included in the price to the customer.

     EXECUTIVE VIDEO SYSTEMS, INC.  On February 9, 1995, pursuant to an 
Agreement of Sale between the Company and the shareholders of Executive Video 
Systems, which owns certain proprietary software and technology relating to 
the MAX Bingo Systems, the Company acquired all of the capital stock of 
Executive Video.  The aggregate purchase price of $715,650 consisted of cash 
and a Promissory Note in the principal amount of $515,650 (the "Promissory 
Note"), plus a three percent (3%) royalty on the gross revenues from the sale 
or lease of MAX (PLUS) until February 9, 1998.  All of the capital stock of 
Executive Video, as well as 250,000 shares of Common Stock of the Company, are 
held in escrow as security for the Promissory Note.  During 1996, a total of 
$22,914 was paid in royalties, and the outstanding amount on the Promissory 
Note was $94,200 at December 31, 1996.

NATIVE AMERICAN BINGO OPERATIONS

The company currently has approximately 165 MAX (PLUS) units and approximately 
250 MAX (LITE) units in use on Native American reservations in California, 
Maryland, Iowa, New Mexico, Oklahoma and Washington.

     THE INDIAN GAMING REGULATORY ACT.  IGR Classifies games that may be 
played on Native American land into three categories.  Class I gaming includes 
traditional Native American social and ceremonial games and is regulated only 
by the tribes.  Class II gaming includes bingo, pull-tabs, lotto, punch 
boards, instant bingo, certain card games played under limited circumstances 
and other games similar to bingo if those games are played at the same 
location where bingo is played.  Class III gaming consists of all forms of 
gaming that are not Class I or Class II, such as video casino games, slot 
machines, most table games such as black jack, craps and keno.  Generally, 
Class II gaming may be conducted on Native American lands if the state in 
which the Native American reservation is located permits such gaming for any 
purpose by any person.  Class III gaming, on the other hand, may only be 
conducted pursuant to a compact reached between the Native American tribe and 
the state in which the tribe is located.  See "Business - - Government 
Regulation."

CHARITY OPERATIONS

     The Company currently has approximately 275 MAX (PLUS) units and 
approximately 150 MAX (LITE) units in use by charitable organizations in 
California.

   
     The Company entered into a Lease License Agreement, dated December 7, 
1995 with G&J Production Trust.  Pursuant to the Lease License Agreement, G&J 
Production Trust leased the MAX(PLUS) Bingo System from the Company for use in 
G&J Production's bingo operation located in Victorville, California.

     As of January 23, 1997, G&J Production Trust was approximately three 
months behind in their payments to the Company and the Company removed its 
equipment from Victorville.  Since January, the Company has been able to 
replace most of the Company's product formerly located in Victorville to other 
locations at a higher rate than that which was contracted for with G&J 
Production Trust.  Because of the higher rate, the revenue generated by the 
Company has not been materially impacted by the termination of the G&J 
Production Trust agreement.
    

PROPOSED OPERATIONS IN CHINA

     GAOMING CITY, GUANGDONG, CHINA.  In February 1995, the Province of 
Guangdong, China granted a business license and certificate of approval for 
the formation of a joint venture between the Company and Gaoming City Santian 
Economic Development Company, a company affiliated with the City of Gaoming, 
Guangdong, China ("Santian") to manufacture and sell in China a variety of 
electronic gaming machines, including the Company's electronic bingo 
products.  The Company will own eighty percent (80%) of the joint venture and 
Santian will own twenty percent (20%).  Pursuant to the joint venture 
agreement, the Company will contribute the technology and, in conjunction with 
a major gaming manufacturer, will design and build the manufacturing 
facilities and provide $5,000,000 in start-up capital.  The Company is 
currently searching for a major gaming manufacturers to pursue this project 
and to provide the financing.  Santian will contribute a twenty (20) acre 
parcel of land for the manufacturing plant, offices in Gaoming City and 
provide skilled labor, sales coordination and will acquire the necessary 
development permits, zoning approvals and other required permits and 
approvals.  A finder's fee of 500,000 shares of the Company's Common Stock was 
paid to a party in Hong Kong to facilitate securing of the license and joint 
venture.
     
     ENTERTAINMENT CENTERS.  In August 1996, Palace Entertainment  entered 
into a joint venture agreement (the "'Hainan Bosun Joint Venture Agreement") 
with Hainan Bosun Tourism & Amusement Co. Ltd., a company organized under the 
laws of China ("Hainan Bosun") in Connection with the operation of a 23 seat 
Royal Ascot Horse Racing Machine (the "Royal Ascot Unit") in Haikou, Hainan 
Island, China.  Under the Hainan Bosun Joint Venture Agreement, Palace 
Entertainment is to provide the Royal Ascot unit and is responsible for the 
operation, maintenance and repair of the machine as well as the hiring of 
personnel to operate the machine.  Hainan Bosun is responsible for providing 
certain licenses and permits required for the operation and certain other 
costs and expenses.  Palace Entertainment will receive sixty percent (60%) and 
Hainan Bosun will receive forty percent (40%) of the revenues (or losses) 
derived from the Royal Ascot Unit, after deduction of certain expense.  The 
Hainan Bosun Joint Venture Agreement terminates in August 1999.

     The Company purchased the Royal Ascot Unit from Sega pursuant to a 
Purchase, Finance and Security Agreement, dated February 21, 1996 (the "Sega 
Purchase Agreement").     .

     In January 1996, the Company entered into a joint venture agreement (the 
"Hainan Xin Joint Venture Agreement") with Hainan Xin Dao Trading Limited 
("Hainan Xin") in connection with the operation of 150 slot/entertainment 
machines (the "Slot Machines") in Haikou, Hainan Island, China.  Under the 
Hainan Xin Joint Venture Agreement, the Company is responsible for providing 
the Slot Machines and working capital as well as managing the Slot Machines.  
Hainan Xin is responsible for providing certain licenses and permits required 
for the operation.  The Company will receive thirty two percent (32%) and 
Hainan Xin will receive sixty-eight percent (68%) of the net profits.

     Currently, neither of these centers is operational due to the periodic 
nationwide clean up of various black market activities, prostitution and 
gambling.  This clean up campaign ended at or about the end of July 1996, and 
entertainment centers, such as the centers described above, which are not 
considered gambling and therefore are legal, are gradually beginning to 
re-open and new licenses are currently being issued.  The Company is 
cautiously optimistic that both of the entertainment centers described above 
will be operational in the near future.

   
     Y.K.L. CORPORATION.  Due to delays caused aby the nationwide clean up in 
China, the Company entered into a Letter of Agreement, dated December 17, 1996 
(the "Letter Agreement"), with Y.K.L. Corporation, a company organized under 
the laws of the Philippines ("Y.K.L."), pursuant to which Y.K.L. has agreed to 
lease, for a period of 120 days commencing on the date of installation, 25 of 
the Company's Slot Machines, which were originally to be used in the Hainan 
Xin Joint Venture, for use on Y.K.L.'s luxury ocean liners.  Under the Letter 
Agreement, the Company will receive seventy percent (70%) of the gross 
revenues, after payment of winnings, generated by the slot machines.  
Twenty-two slot machines have been retro-fitted and delivered to Y.K.L and are 
awaiting installation on the cruise ships.
    

PROPOSED OPERATION IN THE PHILIPPINES

     PASAY.  The Company is pursuing approvals to import and operate slot 
machines in the City of  Pasay.  The City of Pasay has drafted an ordinance 
designating the Company as a licensed gaming operation and a request from the 
Mayor of Pasay has gone to the President of the Philippine's office seeking 
permission to enact this ordinance under the Charter of the City of Pasay.  
The Company is cautiously optimistic that the President will approve the 
ordinance.  The initial license fee is $400,000.

POLITICAL, LEGAL, ECONOMIC AND OTHER UNCERTAINTIES IN DEVELOPING COUNTRIES 

GENERAL.  

     The Company's proposed operations in China are subject to political 
instability and government regulations relating to the gaming industry and 
foreign investors.  Any changes in regulations or shifts in political 
conditions are beyond the control of the Company and may materially adversely 
affect its business.  Corporations are affected in varying degrees by 
government regulations with respect to restrictions on production of sales, 
price controls, import/export controls, income tax, expropriation of property 
and environmental legislation.  Operations may also be materially affected by 
political and economic instability, economic or other sanctions imposed by 
other countries, terrorism, civil wars, guerrilla activities, military 
repression, crime, extreme fluctuations in currency exchange rates and 
inflation.  The stability of China and the Philippines may make it more 
difficult for the Company to attain any required project financing from 
lending institutions or private funding sources because such lending 
institutions or private funding sources may be unwilling to finance projects 
in these countries due to the investment risk.

DOING BUSINESS IN CHINA

     JOINT VENTURES IN CHINA.  Joint ventures between Chinese and foreign 
parties in China take two basic forms: equity joint ventures ("Equity JV's") 
and cooperative joint ventures ("Cooperative JV's").  Such entities are 
governed by the Law of the People's Republic of China on Joint Ventures Using 
Chinese and Foreign Investment and the Law of the People's Republic of China 
on Chinese and Foreign Cooperative Joint Venture Enterprises, respectively, 
and implementing regulations related   thereto.

     An Equity JV is a distinct legal entity established and registered as a 
limited liability corporation.  The parties to an Equity JV have rights in the 
returns of the joint venture in proportion to their respective joint venture 
interests.  The operations of Equity JV's are subject to a number of laws and 
regulations governing such matters as registered capital, capital 
distributions, accounting, taxation, foreign exchange, labor and liquidation.  
Transfer of an interest in an Equity JV requires both government approval and 
agreement among the parties.  In addition, the parties in an Equity JV cannot 
recover their investment of registered capital until the expiration of the 
term of the joint venture.

     A Cooperative JV may be structured as a legal entity similar to a 
partnership or as a limited liability company.  Cooperative JV's allow more 
flexibility in arrangements among the parties.  For example, the rights of a 
party to a Cooperative JV in it profits need not correspond to its relative 
capital investment in the venture.  Cooperative JV's are subject to many of 
the same laws and regulations as Equity JV's governing such matters as 
registered capital, accounting, taxation, foreign exchange, labor and 
liquidation.  Transfer of an interest in a Cooperative JV also requires both 
government approval and agreement among the parties.

     RESTRICTIONS ON FOREIGN CURRENCY EXCHANGE.  In order to meet foreign 
currency obligations and remit dividends to foreign owners, a joint venture 
operating in China must convert a portion of its funds from the Chinese 
currency, the Renminbi (the "RMB"), to other currencies.  Because China 
controls its foreign currency reserves, RMB earnings within China cannot be 
freely converted into foreign currencies except with government permission and 
at institutions, such as the People's Bank of China.  In the event of 
shortages of foreign currencies, joint ventures may be unable to convert 
sufficient RMB into foreign currencies to enable them to comply with their 
foreign currency payment obligations or to make distributions to equity 
holders located outside of China.

     The laws and regulations of China provide that only accounting profits 
after payment of taxes, provision for losses for prior years and contributions 
to special funds (for enterprise expansion, employee welfare and bonuses and a 
general reserve), are available for dividend distribution to the partners of a 
joint venture.

     VOLATILITY OF EXCHANGE RATES.  There has been significant volatility in 
the exchange rates of RMB to U.S. Dollars in the recent past and future 
exchange rates may also experience significant volatility.

     ENVIRONMENTAL REGULATION.  The Company's proposed operations in China 
will be subject to central, provincial and local environmental protection laws 
and regulations, which currently impose a uniform fee on industrial wastewater 
discharges and a graduated schedule of pollution fees for the discharge of 
waste substances in excess of applicable standards, require the payment of 
fines for violations of laws, regulations or decrees and provide for the 
possible closure by the central, provincial or local government of any 
facility which fails to comply with orders requiring it to cease or cure 
certain activities causing environmental damage.

PROPOSED OPERATIONS IN THE UNITED KINGDOM

     The Company entered into a Leasing and Service Agency Agreement, dated 
September 15, 1996 (the "Service Agency Agreement") with the Edward Thompson 
Group, a privately held corporation established in 1867 and organized under 
the laws of the United Kingdom ("Edward Thompson").  Edward Thompson has been 
producing bingo tickets since 1957 and, the Company believes, is the leading 
manufacturer and supplier of bingo paper and related products in the United 
Kingdom.

     The Service Agency Agreement requires the Company to use its best efforts 
to engineer, manufacture, design and develop a wireless electronic hand-held 
bingo unit named PartiMAX ("PartiMAX") for the United Kingdom bingo market.  
Under the Service Agency Agreement, Edward Thompson is responsible for, among 
other things, the marketing, leasing, installation, training, customer 
service, repair service, warranty and maintenance service of PartiMAX, and for 
all administration and collection costs.  Edward Thompson is also responsible 
for obtaining all necessary United Kingdom government approvals required for 
the sale of PartiMAX in the United Kingdom.

     Under the Service Agency Agreement, until the aggregate revenue received 
by the parties equals the lesser of 500,000 pounds sterling or the Company's 
documented cost of the design, engineering and development of PartiMAX, Edward 
Thompson will receive  (40%) and the Company will receive  (60%) of the gross 
revenues generated from the leasing, installation and maintenance of PartiMAX 
in the United Kingdom, and thereafter, both parties will receive fifty percent 
(50%) of the gross revenues.  The Company has not received any revenues to 
date in connection with the Service Agency Agreement.

   
     The Company unveiled a prototype of the PartiMAX unit at the 
International Casino Exhibition Show which was held in London, England in late 
January 1997.  Since January, the Company has continued the development of the 
software.
    

PARTICIPATION AGREEMENT WITH FORTUNE ENTERTAINMENT CORPORATION

     The Company entered into an Agreement, dated July 17, 1996 (the 
"Participation Agreement"), with Fortune Entertainment Corporation, a company 
organized under the laws of the Bahamas ("Fortune Entertainment"), under which 
Fortune Entertainment has the right to receive a participating interest in the 
Company's various international businesses (China, Philippines and United 
Kingdom) as well as having the option to provide funding for the Company's 
MAX(LITE) handset on a lease basis.
     
     Under the Participation Agreement, Fortune Entertainment acquired or has 
the right to acquire the following interests:

     Upon receipt by the Company of $2,000,000 with respect to the Company's 
     gaming projects in China, a fifty percent (50%) interest in the Company's 
     interest in the Company's gaming projects in China for $250,000 to be paid 
     to the Company.  Fortune Entertainment is also entitled to acquire a fifty
     percent (50%) interest in each additional slot parlor project in China by 
     payment of $250,000 with respect to each such project.  Fortune 
     Entertainment will be required to pay its pro rata share of the expenses 
     and liabilities of the project.  Fortune Entertainment is also entitled to 
     appoint one representative to the board of directors of each joint venture 
     for every two directors appointed by the Company.  See "Business - - 
     Proposed Operations in China."

     The right to acquire twenty five (25%) of the Company's interest in each 
     slot machine in the City of Pasay, Philippines, for $250.  Fortune 
     Entertainment will also receive a minimum of twenty percent (20%) in the 
     complete City of Pasay project upon the receipt of the Company of an 
     aggregate of $1,000,000 with respect to the slot machines.  See 
     "Business - - Proposed Operations in the Philippines."

     The right to participate in the revenues received from the leasing of the 
     first 3,000 MAX(LITE) handsets.  Fortune Entertainment paid $1,000,000 in 
     two separate payments, in exchange for the right to receive $1.25 per day 
     per MAX(LITE) handset during the first year, $.75 per day per MAX(LITE) 
     handset during the second year and $.25 per day per MAX(LITE) handset 
     during the third and fourth years, based upon a 6-day week and 52 week 
     year.  See "Business - - Products."

     The right to acquire up to a fifteen percent (15%) carried interest in the 
     Company's bingo projects currently being developed in the United Kingdom 
     for $600,000 to be paid to the Company.  Fortune Entertainment must pay its
     pro rata share of the costs and liabilities of the United Kingdom bingo 
     projects.  On October 31, 1996, Fortune Entertainment exercised its right 
     and paid the Company $600,000.

     The right to acquire an 18.75% interest in the Company's interest in the 
     development of the Sega Sonic Bingo game in exchange for $7,50,000 to be 
     paid on or before September 30, 1996, of which $390,000 was paid to the 
     Company on September 30, 1996.  The Company and Fortune Entertainment are 
     currently negotiating the terms with respect to an extension of the 
     exercise date and payment terms.

     The right to acquire a fifty percent (50%) interest in the Company's 
     interest in the Sega Royal Ascot Horse Racing Machine for approximately 
     $375,000 for every unit installed.  See "Business - - Proposed Operations 
     in China - - Entertainment Centers."

     If Fortune Entertainment exercises all of its rights under the 
Participation Agreement, the Company will receive approximately $5,725,000 for 
participating in the various ventures of the Company.  As at December 31, 
1996, Fortune Entertainment had provided the Company with  $990,000.

GOVERNMENT REGULATION

     In the United States, bingo is a legal gambling enterprise in the 
District of Columbia and all states, except Utah and Hawaii.  In 46 of those 
states, it must be operated either by, or in association with, a 
not-for-profit organization.  The two states where it may be played under 
private ownership for profit are Nevada and certain parts of Maryland.  In any 
of the 48 states where bingo and other forms of gaming are legal, bingo may be 
played on tribal lands under tribal ordinance and with licensing approval by 
the tribes without state regulation.

     In each of the states where bingo is legal, the opening and operation of 
a game requires a license.  In other states licensing is controlled at the 
state level.  In some states it is controlled and issued at the local level.  
Some states have formed and maintain formal gaming commissions.  In several 
states, the gaming commissions require that distributors, manufacturers and 
suppliers of bingo products and equipment as well as their sales 
representative obtain licenses.  State regulations may limit the amount of 
revenues which the Company can generate by limiting the number of sessions, 
revenues per session, number of locations which may be operated, or other 
matters.  The application for administrative approval by the Nevada Gaming 
Control Board to market and operate the Company's electronic bingo systems was 
filed to obtain access to the Nevada market.  The Company has also submitted 
applications for licenses in several states where it expects to conduct 
business.

     The state and local laws in the United States which govern the lease and 
use of gaming products are widely disparate and continually changing due to 
legislative and administrative actions and judicial interpretations.  If any 
changes occur in gaming laws through statutory enactment or amendment, 
judicial decision or administrative action restricting the manufacture, 
distribution or use of some or all of the Company's products, the Company's 
present and proposed business could be adversely affected.

     Currently, the Company is leasing the majority of its products to casinos 
and bingo halls operated by Native Americans.  Under IGR certain types of 
gaming activities are classified as Class I, Class II or Class III.  Class I 
gaming includes traditional Native American Social and ceremonial games and is 
regulated only by the tribes.  Class II gaming includes bingo, pull-tabs, 
lotto, punch boards, instant bingo, certain card games played under limited 
circumstances and other games similar to bingo if those games are played at 
the same location where bingo is played.  Class III gaming consists of all 
forms of gaming that are not Class I or Class II, such as video casino games, 
slot machines, most table games such as black jack, craps and keno.  
Generally, Class II gaming may be conducted on Native American lands if the 
state in which the Native American reservation is located permits such gaming 
for any purpose by any person.  Class III gaming, on the other hand, may only 
be conducted pursuant to a compact reached between the Native American tribe 
and the state in which the tribe is located.  The Company's business will be 
impacted based upon how its products are ultimately classified.

     No assurances can be given that any of the Company's contracts will be 
renewed upon the expiration of their term or that, if renewed, the terms and 
conditions thereof will be favorable to the Company, nor can any assurances be 
given that a tribe or tribes will not cancel any of such agreements prior to 
expiration of their stated term.  A failure to renew such contracts upon terms 
favorable to the Company or the cancellation of a significant number of such  
contracts would have a material adverse effect upon the Company's business and 
results of operations.

COMPETITION

     The fixed-base electronic bingo system market is presently an established 
niche market in the bingo industry, but the portable electronic bingo market 
has yet to be penetrated to any significant degree.  The Company believes it 
is well positioned to be one of the most advanced video style, fixed-base 
bingo product and state-of-the-art portable electronic bingo systems.

     The Company believes it has approximately five main competitors, most of 
which have substantially greater financial, marketing and technological 
resources than the Company.  In addition, since electronic bingo comprises 
only a very small segment of the industry, it is conceivable that there will 
be new products and new companies entering this area of business.  
Notwithstanding this, the Company's management is of the opinion that with its 
constant upgrading of its product and introduction of new products, the 
Company will be able to attain a meaningful share of this relatively untapped 
market.

PATENTS AND TRADEMARKS

     The Company relies on a combination of patent, trade secret, copyright 
and trademark law, nondisclosure agreements and technical security measures to 
protect its products.  Notwithstanding these safeguards, it is possible for 
competitors of the Company to obtain its trade secrets and to imitate its 
products.  Furthermore, others may independently develop products similar or 
superior to those developed or planned by the Company.  While the Company may 
obtain patents with respect to certain of its products, the Company may not 
have sufficient resources to defend such patents, such patents may not afford 
all necessary protection and competitors may develop equivalent or superior 
products which may not infringe such patents.

RESEARCH AND DEVELOPMENT

     During the fiscal years ended December 31, 1996 and 1995, research and 
development expenses of the Company totaled approximately $1,691,546 and 
$2,180,865 respectively.  During 1996 and 1995 the majority of research and 
development expenses were relating to the development of MAX (LITE), the 
refinement of MAX (PLUS), and development of Parti MAX.

EMPLOYEES

     As of March 5, 1997, the Company had 30 full-time employees, none of whom 
is represented by an labor union.

                                                                                
                                                                        
                     ITEM 2.    DESCRIPTION OF PROPERTY
                                                                                
                                                                        

     The Company's principal executive offices are located in Vancouver, 
British Columbia, Canada.  In addition, the Company has a distribution center 
in Phoenix, Arizona, a marketing office in Cleveland, Ohio and an office in 
Branson, Missouri, where its real estate holdings are located.  The Company 
believes that such facilities are adequate to the Company's needs for the 
foreseeable future.

     Pursuant to lease dated March 13, 1995 and amended February 22, 1996 (the 
"Vancouver Lease"), the Company leases approximately 4,252 square feet in 
Vancouver, British Columbia for its principal executive office.  The annual 
base rent under the Vancouver Lease is CDN $34,788.  The Vancouver Lease 
expires on March 31, 2000.

     Pursuant to a lease dated July 1, 1996 (the "Phoenix Lease"), the Company 
occupies 4,160 square feet as its showroom and distribution center in 
approximately $28,595.  The Phoenix Lease expires June 30, 1999.

     Pursuant to a lease, dated May 31, 1996 (the "Westlake Lease"), the 
Company leases approximately 781 square feet in Westlake, Ohio.  The annual 
base rent under the Westlake Lease is $10,934.  The Westlake Lease expires May 
31, 1997.

     The Company's wholly-owned subsidiary, River Oaks Holding, Inc. ("River 
Oaks"), leases approximately 900 square feet in Branson, Missouri pursuant to 
an Office Space Lease dated November 1, 1996 (the "Branson Lease").  River 
Oaks pays $300 per month rent under the Branson Lease.  The Branson Lease 
expires April 30, 1997.

     On June 22, 1995, pursuant to the Exchange Agreement, the Company 
acquired all the capital stock of Branson and its wholly-owned subsidiaries in 
exchange for 5,999,820 shares of the Company's Common Stock.  Branson is a 
resort and land developer located in Branson, Missouri, which owned two 
separate real estate properties: (i) a resort property with limited existing 
development on site and (ii) 178 acres of undeveloped property in Stone 
County, Missouri.  On November 17, 1995, the Company disposed of the resort 
property by forfeiture to the mortgage holder.  The Company is currently 
attempting to capitalize on the 178 acres of undeveloped property and has no 
present plans for the improvement or development of such property.  However, 
the Company is negotiating with an entity interested in the development of a 
portion of it's Branson, Missouri property.

     The undeveloped property has been pledged to secure the repayment of (i) 
promissory notes in an aggregate principal amount of $1,339,792 bearing 
interest at nine percent (9%) per annum and due in July 2002, (ii) a 
promissory note in the principal amount of $60,812 bearing interest at ten 
percent (10%) per annum and due on demand, (iii) a promissory note in the 
principal amount of $464,286 bearing interest at three percent (3%) above the 
Chase Manhattan prime lending rate and due in 2002 and (iv) convertible 
debentures in the aggregate principal amount of $946,825 bearing interest at 
two percent (2%) per month, compounded monthly, which are convertible at $.40 
per share of Common Stock until December 21, 1997.

                                                                                
                                                                            
                         ITEM 3.   LEGAL PROCEEDINGS
                                                                                
                                                                            

     In addition to ordinary routine litigation incidental to its business 
operation, which the Company does not believe, in the aggregate, will have a 
material adverse effect on the Company, or its operations, the Company is 
engaged in the following lawsuits:

     Braintech, Inc. ("Braintech") filed a statement of claim in the Supreme 
Court of British Columbia on November 24, 1995 and amended on March 26, 1996 
claiming default by the Company on three promissory notes.  Braintech is 
claiming damages in the amount of $200,000, plus interest of ten percent (10%) 
per annum, and costs.  The Company has filed a statement of defense denying 
the material allegations of the statement of claim and has opposed a motion 
fur summary judgement.

     In January 1996, Tierra Corporation ("Tierra") commenced an action in the 
Circuit Court of Stone County, Missouri, claiming that River Oaks Resort and 
Country Club, Inc. a Texas corporation and a subsidiary of Branson ("River 
Oaks Resort") defaulted on a promissory note.  Judgments sought in the 
principal amount of $74,105, plus interest since October 18, 1995, at 10% per 
annum.  An answer has been filed on behalf of River Oaks Resort averring that 
Tierra has not performed conditions precedent to assessing any deficiency and 
that no accounting regarding the disposition of security for such note has 
been provided and, in addition, a counter claim asserting Tierra disposed of 
stock collateral in a commercially unreasonable manner.  Preliminary discovery 
has occurred but no depositions have been taken.

     In February 1996, P.D.I., LLC, a Missouri limited liability company 
("PDI") commenced an action in the Circuit Court of Stone County Missouri, 
claiming breach of a real estate purchase agreement which in part, provided 
for the construction of a sewage treatment facility for which damages are 
claimed, including the awarding to PDI of all escrow funds, costs and expenses 
incurred by PDI over and above the amount of escrow funds and cost and 
expenses, including attorney fees in connection with the commencement of the 
action.  In response, the Company and River Oaks Resort have counterclaimed 
for damages, in an amount to be determined at trial, incurred when plaintiff  
PDI withdrew funds from the escrow fund created for construction of the sewage 
treatment facility and the permit application for construction approval by the 
Missouri Department of Natural Resources.  Moreover, a claim has also been 
made by River Oaks Resort and the Company that subsequent development 
attempted by PDI has encroached upon property development belonging to River 
Oaks  Resort and the Company without right to do so, including damages for 
disruption resulting therefrom.

     In April 1996, Larry Newman ("Newman") commenced a mechanics' lien in the 
Circuit Court of Stone County, Missouri, seeking $177,282, plus interest, for 
excavation work performed during the period between July 19, 1995 to September 
25, 1995 on a road across the River Oaks development in Stone County.  
Thereafter, on or about June 24, 1996, Jack L. Holt ("Holt") filed a similar 
petition in the Circuit Court of Stone County, Missouri, claiming a mechanics' 
lien for engineering and land surveying during the period May 16, 1995 to   
July 4, 1995 for a road across the River Oaks development property in the 
amount of $9,610, plus interest.  The Holt case has now been consolidated in 
the case originally filed by Newman.  The Company has filed a counterclaim 
alleging Newman and Holt extended the road beyond the boundaries of the River 
Oaks development property onto land owned by Sunset Cove, Ltd., a Missouri 
corporation.  The court has since ordered Sunset Cove, Ltd. joined as a party 
needed for just adjudication.  Discovery has not yet commenced.

     On November 15, 1996, Fortunet, Inc., a Nevada corporation ("Fortunet"), 
filed a patent infringement claim in the United States District court Southern 
District of California against the company and certain other companies which 
manufacture and distribute electronics bingo systems, claiming that the 
defendants, including the Company, infringed Fortunet's United States Patent 
No. 4,624,462 (the "Patent").  Fortunet seeks to enjoin the defendants from 
any further alleged infringement of the Patent and is seeking actual and 
enhanced damages as well as attorneys fees and other costs.

                                                                                
                                                                        
                 ITEM 4.  SUBMISSION OF MATTERS TO A 
                        VOTE OF SECURITY HOLDERS
                                                                                
                                                                        

No matters were submitted to a vote of security holders during the quarter 
ended December 31, 1996.






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


     
     MARKET INFORMATION.  The Company's Common Stock is traded on the NASD's 
OTC Bulletin Board under the symbol "AGTI."  The following table presents the 
high and low bid quotations for the Common Stock as reported by the NASD for 
each quarter during the last two years.  Such prices reflect inter-dealer 
quotations without adjustments for retail markup, markdown or commission, and 
do not necessarily represent actual transactions.

     Year      Period                    Low          High

     1995      Second Quarter          $  .69        $1.69
               Third Quarter              .28         1.13
               Fourth Quarter             .16          .44

     1996      First Quarter              .25          .99
               Second Quarter             .64         2.19
               Third Quarter              .99         1.61
               Fourth Quarter             .49         1.26

     1997      First Quarter              .45         1.04

     DIVIDENDS.  The Company has never declared or paid any cash dividends.  
It is the present policy of the Company to retain earnings to finance the 
growth and development of the business and, therefore, the Company does not 
anticipate paying dividends on its Common Stock in the foreseeable 
future.               

     The number of shareholders of record of the Company's Common Stock as of 
February 28, 1997 was 290.

     RECENT SALES OF UNREGISTERED SECURITIES.

     The following sets forth certain information regarding sales of, and 
other transactions with respect to, securities of the Company issued within 
the past three years, which sales and other transactions were not registered 
pursuant to the Securities Act of 1933, as amended (the "Securities Act").  
Unless otherwise indicated, no underwriters were used in such transactions.

   
     In August 1994, 500,000 shares of the Company's Common Stock was paid to
a non-U.S. resident in an offshore transaction as a finder's fee to facilitate
securing of the license and joint venture in Gaoming City, Guangdong, China.  
See "Business - - Proposed Operations in China."  The shares were issued
pursuant to the exemption afforded by Regulation S under the Securities Act.
    

   
     On June 22, 1995, pursuant to the Branson Exchange Agreement, the Company 
acquired all the capital stock of Branson and its wholly-owned subsidiaries in 
exchange for the issuance of 5,999,820 shares of the Company's Common Stock to 
the shareholders of Branson, of which 3,423,720 were issued pursuant to the 
exemption afforded by Regulations S under the Securities Act and 2,576,100 
were issued pursuant to the exemption afforded by Section 4(2) of the 
Securities Act based upon the fact that the issuance of the Company's Common 
Stock was to a limited number of purchasers (2), such purchasers were given 
access to financial and other information pursuant to a negotiated agreement 
and plan of reorganization, such purchasers represented that they were 
acquiring the shares of common stock for investment and not with a view to 
distribution and the certificates evidencing such shares bore appropriate 
restrictive transfer legends.
    
 
   
     In December 1995, the Company issued 6,666,666 shares of Common Stock to 
Paragon Holdings Ltd, a Bahamian corporation, at a price of $.15 per share 
for net proceeds to the Company of $1,000,000.  The shares were issued in 
reliance upon the exemption afforded by Rule 504 of Regulation D of the 
Securities Act.
    

     In December 1995, the Company issued a convertible promissory note (the 
"December 1995 Note") in the principal amount of $70,000 to a non-U.S. 
resident in an offshore transaction for net proceeds to the Company of 
$70,000.  The December 1995 Note was converted into 100,000 shares of Common 
Stock.  The December 1995 Note and the shares issued upon conversion were 
issued pursuant to the exemption afforded by Regulations S under the 
Securities Act.

   
     Pursuant to a Subscription Agreement, dated December 20, 1995, the 
Company sold to S.D.A. List Brokers, Inc., a company organized under the laws 
of Bermuda (the "Purchaser"), 600 Convertible Debenture Units, with 450 issued 
on December 20, 1995 and 150 issued on January 19, 1996 for an aggregate 
purchase price of $600,000.  Each Convertible Debenture Unit is comprised of a 
convertible debenture (the "Convertible Debenture") in the principal amount of 
$1,000 and 3333.33 transferable and detachable warrants to purchase shares of 
the Company's Common Stock (the "Warrants").  The Purchaser is also entitled 
to a bonus payment of $150,000 per year payable each December 20th of 1996, 
1997, 1998 and 1999.  The bonus payment for 1996 was added to the principal 
amount owed to the purchaser and was not paid by the Company.  The Convertible
Debentures bear interest at the rate of two percent (2%) per month, compounded
monthly, and are convertible at a conversion price of $.40 per share of Common 
Stock until December 20, 1997.  The Warrants are exercisable until December 21,
1997 at an exercise price of $.40 per share of Common Stock.  The Purchaser has
the option to acquire an additional 1,000 Convertible Debenture Units.  The 
Convertible Debenture Units, including the Convertible Debentures and Warrants 
were issued pursuant to the exemption afforded by Regulations S under the 
Securities Act.
    

   
    

   
     In May, 1996, the company issued 200,000 shares of Common Stock to Firoz 
Lakhani and 250,000 shares of Common Stock to Robert C. Silzer, Sr. as signing 
bonuses in connection with the execution of such officer's employment 
agreements.  The shares were issued pursuant to the exemption afforded by 
section 4 (2) of the Securities Act based upon the fact that the shares were 
issued to a limited number of purchasers (2) and such purchasers were 
executive officers of the Company.  See "Remuneration of Directors and Offices 
- Employment Agreements."
    

   
     On September 26, 1996, the Company entered into an Agreement with Prisms, 
and the shareholders of Prisms pursuant to which the Company acquired to 
all the issued and outstanding shares of Prisms in exchange for 300,000 
shares of Common Stock of the Company.  The Company relied upon the exemption
afforded by Section 4(2) of the Securities Act based on the fact that the
issuance of the Company's Common Stock was to a limited number of purchasers
(6), such purchasers were given access to financial and other information
pursuant to a negotiated share purchase agreement, and certificates evidencing
such shares bore appropriate restrictive transfer legends.  See "Business - -
Recent Acquisitions - - Prisms, Inc."
    

   
     The Company and River Oaks Resort borrowed $1,125,000 from Transworld 
Capital Ltd., a limited liability company organized under the laws of the 
Cayman Islands ("Transworld") pursuant to a promissory note dated December 10, 
1994 in the principal amount of $1,125,000 (the "Transworld Note").  In June 
1995, River Oaks Resort, the Company and Transworld agreed to amend the 
promissory note pursuant to which Transworld was issued 608,000 shares of the 
Company's Common Stock and a promissory note in the amount of $500,000 by 
River Oaks Resort and the Company in exchange for cancellation of the
Transworld Note.  The Company relied upon the exemption afforded by Section
4(2) of the Securities Act based upon the fact that the issuance of the
Company's Common Stock was to a single purchaser who is believed to have, 
or have had access to such information about the Company as was necessary to 
make an informed investment judgement and certificates evidencing such shares 
bore appropriate restrictive transfer legends.
    

     In January 1996, the Company issued an aggregate of $500,000 in 
convertible promissory notes (the "January 1996 Notes") and warrants (the 
"January 1996 Warrants") to non-U.S. residents in an offshore transaction for 
net proceeds to the Company of $500,000.  The January 1996 Notes are interest 
bearing, at the United States Base Rate and are all due in July 1997.  At 
January 9, 1997, the United States Base Rate was 8.5%.  The January 1996 Notes 
are convertible at the option of the holder into shares of Common Stock of the 
Company at a conversion price of $.25 per share.  The January 1996 Warrants 
have an exercise price of $.50 per share and are exercisable until July 1997.  
The Company relied upon the exemption from registration afforded by Regulation 
S.  Robert Hand received a finder's fee of $50,000 for placing certain of the 
January 1996 Notes in the form of a convertible promissory note (the "Hand 
Note") bearing interest, unless converted, at the United States Bank Prime 
Rate.  The Hand Note is convertible until July 1997 at the option of the 
holder into shares of Common Stock of the Company at a conversion price of 
$.25 per share.  The Company relied upon the exemption afforded by Regulation 
S of the Securities Act for the issuance of the Hand Note.

     The Company also issued in January 1996 a convertible promissory note in 
the principal amount of $250,000 (the "8.5% January 1996 Note") to a non-U.S. 
resident in an offshore transaction for net proceeds to the Company of 
$250,000.  The 8.5% January 1996 Note bears interest at 8.5% per annum and is 
due on January 20, 1997.  The Company is currently negotiating an extension of 
the 8.5% January 1996 Note.  The 8.5% January 1996 Note is convertible into 
781,250 shares of the Company's Common Stock at a conversion price of $.32 per 
share.  The Company relied upon the exemption from registration afforded by 
Regulation S under the Securities Act.

   
     The Company also issued in February 1996 a convertible note in the 
principal amount of $200,000 (the "February 1996 Note") and warrants (the 
"February 1996 Warrant") to a non-U.S. residents in an offshore transaction 
for net proceeds to the Company of $200,000.  The February 1996 Note was 
converted in March, 1997.  The February 1996 Warrant has an exercise price of
$.80 per share and is exercisable until July 1997.  The Company relied upon 
the exemption from registration afforded by Regulation S.
    

   
     In April 1996, the Company issued an aggregate of $780,700 in convertible 
notes (the "April 1996 Notes") and warrants (the "April 1996 Warrants") to 
non-U.S. residents in an offshore transaction for net proceeds to the Company 
of $745,000.  The April 1996 Notes do not bear interest, and are all due in
April 1997.  The April 1996 Notes are convertible at the option of the holder 
into shares of Common Stock of the Company at a conversion price of $.50 per 
share.  The April 1996 Warrants have an exercise price of $.70 per share.
The Company relied upon the exemption from registration afforded by Regulations
S with respect to the issuance of the April 1996 Notes.  Kimbell Holdings
Limited, a Wyoming Corporation ("Kimbell"), received a finder's fee of $35,700
for placing certain of the April 1996 Notes in the form of a convertible 
promissory note (the "Kimbell Note") bearing interest, unless converted, at the
United States Bank Prime Rate.  The Kimbell Note is convertible until November,
1997 at the option of the holder into shares of Common Stock of the Company at a
conversion price of $.50 per share.  The Company relied upon the exemption 
afforded by Section 4 (2) of the Securities Act for the issuance of the 
Kimbell Note based upon the fact that the issuance of the Company's Common 
Stock was to a single purchaser, Kimbell was given access to financial and 
other information of the Company and certificates evidencing such shares bore 
appropriate restrictive transfer legends.
    

   
     The Company also issued an aggregate of $50,000 in convertible notes (the 
"12% April 1996 Notes") and warrants (the "12% April 1996 Warrants") to 
non-U.S. residents in an offshore transaction for net proceeds to the Company 
of $50,000.  The 12% April 1996 Notes, unless converted, bear interest at the 
rate of 12% per annum and are due in December 1997.  The 12% April 1996 
Notes are convertible at the option of the holder into shares of Common Stock 
of the Company at a conversion price of $.50 per share.  The 12% April 1996 
Warrants have an exercise price of $.80 per share and are exercisable until 
October 1997.  The Company relied upon the exemption from registration 
afforded by Regulation S.
    

   
     In May 1996, the Company issued an aggregate of $450,000 in convertible 
notes (the "May 1996 Notes") and warrants (the "May 1996 Warrants") to 
non-U.S. residents in an offshore transaction for net proceeds to the Company 
of $450,000.  The May 1996 Notes, unless converted, bear interest at the 
United States Bank Prime Rate and were all due in May 1997.  Holders of 
the  May 1996 Notes holding $250,000 principal amount of such notes were 
repaid the outstanding principal and interst on such notes and such notes were 
cancelled.  Holders of the May 1996 Notes holding $200,000 principal amount of 
such notes extended the due date on such notes until July 1997.  The May 1996 
Notes which remain outstanding, are convertible at the option of the holder 
into shares of Common Stock of the Company at a conversion price of $1.00 per 
share.  The May 1995 Warrants have an exercise price of $1.30 per share and 
are exercisable until July 1997.  The Company relied upon the exemption 
from registration afforded by Regulation S.  Robert Taylor received a finder's 
fee of $45,000 for placing certain of the May 1996 Notes in the form of a 
convertible promissory note (the "Taylor Note") bearing interest, unless 
converted, at the United States Bank Prime Rate.  Mr. Taylor was repaid the 
outstanding principal and interest on the Taylor Note and the Taylor Note was 
cancelled.  The Company relied upon the exemption afforded by Regulation S of
the Securities Act for the issuance of the Taylor Note.
    

   
     The Company also issued in May 1996 four convertible notes to investors 
it believed to be sophisticated for an aggregate of $755,000 in (the "May 1996 
U.S. Notes") and net proceeds to the Company of $755,000.  The May 1996 U.S. 
Notes, unless converted, bear interest at the United States Bank Prime Rate 
and are all due in May 1997.  The company is currently negotiating an 
extension of the due date with the holders of the May 1996 U.S. Notes holding 
$255,000 principal amount of such notes.  Holders of the May 1996 U.S. Notes 
holding $500,000 principal amount of such notes converted the notes into 
shares of Common Stock.  One of the two May 1996 U.S. Notes which reain 
outstanding are convertible at the option of the holder into shares of Common 
Stock of the Company at a conversion price of $1.20 per share and the other 
note is convertible at the conversion price of $1.50 per share.  The 
Company relied upon the exemption afforded by Section 4 (2) of the Securities 
Act based upon the fact that the issuance of the Company's Common Stock was to 
a limited number of purchasers who are believed to have, or have had access 
to, such information abut the Company as was necessary to make an informed 
investment judgement.
    

   
     The Company issued in August 1996 two convertible promissory notes to 
investors it believed to be sophisticated in the aggregate principal amount of 
$125,000 (the "August 1996 Notes") for net proceeds to the Company of 
$125,000.  The August 1996 Notes bear interest at the United States Bank Base 
Rate and are due in August 1997.  The August 1996 Notes are convertible into 
shares of the Company's Common Stock on the basis of one share for every $.75 
of the August 1996 Notes.  The Company relied upon the exemption afforded by 
Section 4 (2) of the Securities Act based upon the fact that the issuance of 
the Company's Common Stock was to a limited number of purchasers who are 
believed to have, or have had access to, such information about the Company as 
was necessary to make an informed investment judgement.
    

     The Company issued in September 1996 two convertible promissory notes in 
the aggregate principal amount of $254,545.45 (the "September 1996 Notes") to 
non-U.S. residents in an offshore transaction for net proceeds to the Company 
of $254,545.45.  The September 1996 Notes bear interest at the United States 
Bank Base Rate and are due in September 1997.  The September 1996 Notes are conv
ertible into shares of the Company's Common Stock on the basis of one and 
one-third (1 1/3) shares for every $1.00 of the September 1996 Notes.  The 
Company relied upon the exemption afforded by Regulation S of the Securities 
Act.

     The claims of the Section 4 (2) exemptions for the shares of Common Stock 
of the Company are based upon the fact that (a) such sales were made to a 
limited number of knowledgeable and informed investors who are believed to of 
had, or to have had access to, such information about the Company as was 
necessary to make an informed investment judgment, (b) the shares were 
acquired for investment and with no view to distribution to the public and (c) 
the certificates representing the shares bear legends which call attention to 
restrictions on the distribution of the shares.

     The claims of the Regulation S exemption for the shares of Common Stock 
of the Company are based upon the fact that (a) the purchasers were not U.S. 
persons (as defined by Regulation S) and were outside the United States at the 
time the buy was originated, (b) neither the Company nor any of the Company's 
affiliates, nor any person acting on behalf of them, made any directed selling 
efforts in the United States and (c) the certificates representing the shares 
bear legends which call attention to restrictions on the distribution of the 
shares.



                     ITEM 6.  MANAGEMENT'S DISCUSSION AND
                        ANALYSIS OR PLAN OF OPERATIONS



GENERAL

   
     The following discusses the financial position and results of operations 
of the Company and its consolidated subsidiaries, Executive Video Systems, 
Inc.; Branson Signature Resorts, Inc.; River Oaks Resort & Country Club, Inc.; 
Branson Bluffs Resorts, Inc.; Allied Resorts, Inc.; and Prisms, Inc.  The 
Company acquired Executive Video Systems, Inc. on February 9, 1995 and Branson 
Signature Resorts, Inc. and its wholly-owned subsidiaries on June 22, 1995, 
Prisms, Inc. was acquired on September 26, 1996.  These acquisitions are 
accounted for under the purchase method of accounting.   
    

   
     Pursuant to an Agreement of Sale between the Company and the Shareholders 
of Executive Video Systems, which owns certain proprietary software and 
technology relating to the MAX Bingo Systems, the Company acquired all of the 
capital stock of Executive Video.  The aggregate purchase price of $715,650 
consisted of cash and Promissory Note in the principal amount of $515,650 (the 
"Promissory Note"), plus a three percent (3%) royalty on the gross revenues 
from the sale or lease of MAX (PLUS) until February 9, 1998.  All of the 
capital stock of Executive Video, as well as 250,000 shares of Common Stock of 
the Company, are held in escrow as security for the Promissory Note.  During 
1996, a total of $22,914 was paid in royalties, and the outstanding amount on 
the Promissory Note was $94,200 at December 31, 1996.
    

   
     Pursuant to an Agreement and Plan of Reorganization by and among the 
Company, Branson Signature Resorts, Inc. and certain shareholders of Branson, 
the Company acquired all of the capital stock of Branson and its wholly-owned 
subsidiaries in exchange for 5,999,820 shares of the Company's Common Stock.  
Branson and its subsidiaries is a resort and land developer located in 
Branson, Missouri, which owned two separate real estate properties: (i) a 
resort property with limited existing development on site and (ii) 178 acres 
of undeveloped property in Stone County, Missouri.  On November 17, 1995, the 
Company disposed of the resort property by forfeiture to the mortgage holder.  
The Company is currently attempting to sell the 178 acres of undeveloped 
property and has no present plans for the improvement or development of such 
property.
    

   
     The Company entered into a Share Purchase Agreement among the Company, 
Prisms, and the shareholders of Prisms, to acquire all of the issued and 
outstanding shares of Prisms.  The purchse price of the acquisition was 
$600,000, payable in 300,000 shares of the Company's Common Stock, with such 
shares having a deemed value of $2.00 per share.  Prism's primary assets are 
certain patents for the development of bingo and other entertainment games 
which management of the Company believes favorably complement the Company's 
MAX Electronic Bingo Systems.  Prisms has invented seven games under patents 
and has trademarks in place for the Patented Products.
    

   
     Pursuant to the Prisms Agreement, in the event the Acquisition Shares do 
not trade at a minimum average closing price of $2.00 per share as reported by 
NASD for the ten day trading period preceding October 1, 1997, the Company is 
required to issue additional shares of Common Stock so that the total value of 
the Acquisition shares issued is equal to $600,000.  In addition, upon the 
receipt by the Company of $10,000 of net sales for a Patented Product, the 
Company is required to issue an additional 28,572 shares of Common Stock, at a 
deemed value of $2.00 per share, for each such Patented Product.  In the event 
the issued Product Shares do not trade at a minimum average closing price of 
$2.00 per share as reported by NASD for a ten day trading period commencing 
twelve months after the issuance of the Product Shares, the Company is 
required to issue additional shares of Common Stock so that the total value of 
the Product Shares is $57,144.  The Company has not issued any Product Shares.
    

   
     The former Prisms shareholders are also entitled to a royalty, payable on 
a quarterly basis, equal to two percent of the net sales price of the products 
after deduction of packaging and shipping costs, allowances made for defective 
products, excise duties, value-added taxes or other similar taxes charged or 
included in the price to the customer.  As of December 31, 1996, no royalties 
have been paid to the former Prisms shareholders.
    


     The Company has incurred net losses of $5,629,961 and $8,983,277 for the 
fiscal years ended December 31, 1996 and 1995, respectively.  Such operating 
losses reflect developmental and other start-up activities.  The Company 
expects to incur significant losses in the near future.  The Company's 
operations are subject to numerous risks associated with establishing any new 
business, including unforseen expenses, delays and complications.  There can 
be no assurance that the Company will achieve or sustain profitable operations 
or that it will be able to remain in business.

RESULTS OF OPERATIONS

1996 Compared to 1995

     On November 17, 1995, the Company disposed of the Branson resort property 
by forfeiture to the mortgage holder.  See "Business - - Real Estate Holdings" 
and "Description of Property."  The Company is currently attempting to 
capitalize on the 178 acres of undeveloped property owned by Branson Signature 
Resorts, Inc. and has no present plans for the improvement or development of 
such property.  Effective November 17, 1995, the Company discontinued the 
resort property management and restaurant operations segment and closed down 
Buckhorn Restaurant & Lodge; Branson Bluffs Resorts, Inc.; and River Oaks 
Resorts & Country Club, Inc.  For the approximate eight  month period that the 
resort property management and restaurant segment were in operations, the 
subsidiaries generated $88,900 in revenues, with a cost of goods sold of 
$32,200, resulting in a gross margin of $56,700.  The resort and restaurant 
segment had selling, general, and administrative costs of $176,200, interest 
expense of $21,200 and net loss on disposal of assets of $3,011,910.

     The gaming segment provided the net loss from continuing  operations of 
$5,629,961 in 1996 compared to a loss of $5,887,773 in 1995.  Revenues from 
continuing operations for 1996 were $1,155,035, an increase of 302% from 
1995.  The increase is primarily the result of a $290,000 non refundable 
deposit received on one of the joint venture projects and a 226% increase in 
product sales of $865,000 compared to $382,000 in 1995.  In late 1996 and 
early 1997 the Company completed the development of several new products that 
were introduced to the market in early 1997. 

     Cost of sales increased $215,700 in 1996 and represented 24.4% of 
revenues versus 17.4% in 1995.  This increase in cost as a percent of sales 
was primarily due to the change in mix of revenues and as the products are 
introduced to the market a larger percent of customer support and maintenance 
is charged to cost of sales rather than as research and development.

     Selling, general, and administrative expenses increased by $432,000.  
However, as a percent of sales this represents a decrease in 1996 compared to 
1995.

     Research and development expenses decreased $489,000 over the prior year 
as a result of completing the development of several of the new products.

     As more fully described under the heading "proposed operations in China" 
the Company had obtained various licenses and transported equipment to China 
in anticipation of opening entertainment centers in China.  Due to the 
nationwide clean up described earlier, the Company will need to obtain new 
licenses or renew old licenses.  This has resulted in the Company deducting as 
an unusual expense under the caption "Other income (expense) $976,129.

INFLATION AND REGULATION

     The Company's operations have not been, and in the near term are not 
expected to be, materially affected by inflation or changing prices due in 
part to the highly capital intensive nature of the majority of the business of 
the Company thereby reducing the chances of competition providing for sales 
price reductions while inflation in the costs are more likely to be passed 
through to the customer.

     The Company's operations are subject to state and local gaming laws as 
well as various federal laws and regulations governing business activities 
with Native American Tribes.  The State and local laws in the United States 
which govern the lease and use of gaming products are widely disparate and 
continually changing due to legislative and administrative actions and 
judicial interpretations.  If any changes occur in gaming laws through 
statutory enactment or amendment, judicial decision or administrative action 
restricting the manufacture, distribution or use of some or all of the 
Company's products, the Company's present and proposed business could be 
adversely affected.  The operation of gaming on Native American reservations 
is subject to the Indian Gaming Regulatory Act ("IGR").  Under IGR certain 
types of gaming activities are classified as Class I, Class II or Class III.  
The Company's business will be impacted based upon how its products are 
ultimately classified.  However, the Company does not believe that any 
recently enacted or presently pending proposed legislation will have a 
material adverse effect on its results of operations. 

LIQUIDITY AND CAPITAL RESOURCES

     The Company has generated minimal revenues from product sales.  Revenues 
are not yet sufficient to support the Company's operating expenses, however, 
the Company is cautiously optimistic that operating revenues will be adequate 
to meet operating expenses during the next year. Since the Company's 
formation, it has funded its operations and capital expenditures primarily 
through private placements of debt and equity securities.  The Company will be 
required to seek additional financing in the future.  There can be no 
assurance that such financing will be available at all or available on terms 
acceptable to the Company.
 
     There are no formal commitments from banks or other lending sources for 
lines of credit or similar short-term borrowing.

     The increase in capital resources for 1996 is attributable to the private 
placement of Common Stock and the conversion of debt to equity.

     For the development of some of its new products, i.e. PartiMax and Sonic 
Bingo, the Company has been successful in arranging some off Balance Sheet 
financing to advance the development of these projects.  In addition, the 
Company is presently at an advanced stage of negotiations with a party to 
provide substantial funding to complete the development of it's PartiMax 
hand-held, wireless electronic bingo unit for the United Kingdom market.  Also 
the Company is negotiating with an entity interested in the development of a 
portion of it's Branson, Missouri property.

     Whilst there is no guarantee that either of these negotiations will 
conclude successfully, a success in either one of these discussions will 
reflect positively for the Company.




                     ITEM 7.  FINANCIAL STATEMENTS



     The financial statements of the Company and supplementary data are 
included immediately following the signature page to this report.  See Item 13 
for a list of the financial statements and financial statement schedules 
included.




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



     The Company retained the services of Grant Thornton LLP ("Grant 
Thornton") to perform an audit for the Company's 1995 fiscal year.  Subsequent 
to the retention, the Company and Grant Thornton learned that the Securities 
and Exchange Commission (the "SEC") commenced a private investigation of the 
Company and others involving possible violations of the registration and 
antifraud provisions of the federal securities laws of the United States.  At 
such time as Grant Thornton learned of the investigation, it elected to cease 
all audit activities.  The SEC terminated its inquiry of the Company and 
indicated that no enforcement action had been recommended.  The Company was 
informed of this decision in a letter dated December 31, 1996.



                                 PART III

   
    
                                                                                

                                                                     
        ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
                                                                       
                                                                      

                                                                      Director
Name, Age and Principal Employment for Past Five Years                Since     

Firoz Lakhani, 52, has been the President, Chief Operating Officer    1995
and Director since September, 1995.  Mr. Lakhani served as a 
Director at Olds Industries, Inc., a Canadian public company, from
August 1993 to September 1995, and was employed at Park Georgia
Realty, a real estate and land development brokering company, from
July 1990 to August 1993. From 1979 to 1990, Mr. Lakhani was
employed at Montreal Trust Company, where he headed the 
Commercial Real Estate Division.

Robert C. Silzer, Sr., 50, has been the Chairman, Chief Executive     1993
Officer and Director of the Company since November 1993.  He also
currently serves as a Director of InFOREtech Golf Technology, Inc.,
since September 1995.  From 1986 to 1992, Mr. Silzer served as
President and Chief Executive Officer of Supercart International, Inc.

Robert C. Silzer, Jr., 31, has been a director of the Company since   1997
March 31, 1997 and the Vice President-Operations since February
1994.  From December 1992 through December 1993, Robert C. 
Silzer, Jr. worked as a sales representative at Mills Printing in 
Vancouver.

Robert C. Silzer, Jr., is the son of Robert C. Silzer, Sr.

     The Company has one additional executive officer, Donald Robert MacKay, 
the Chief Financial Officer, who is not a director and who is not named in the 
above table.  Mr. MacKay, 44, has been the Chief Financial Officer of the 
Company since August 1995.  Prior to joining the Company, Mr. MacKay served as 
the Manager-Business Analysis at TCG International, Inc. from March 1994 to 
July 1995.  Prior to that, Mr. MacKay was the Controller of Attachmate Canada, 
Inc. (formerly KEA Systems Ltd.) from September 1993 to March 1994 and was a 
Senior Financial Accountant at GLENTEL, Inc. from 1989 to September 1993.

Compliance with Section 16(a) of the Exchange Act

     Based solely upon a review of forms 3, 4, and 5 and amendments thereto, 
furnished to the Company during or respecting its last fiscal year, no 
director, officer, beneficial owner of more than 10% of any class of equity 
securities of the Company or any other person known to be subject to Section 
16 of the Exchange Act of 1934, as amended, failed to file on a timely basis 
reports required by Section 16(a) of the Exchange Act for the last fiscal year 
or prior fiscal years.
    
                                                                                
                                                                         
                     ITEM 10.  EXECUTIVE COMPENSATION
                                                                               
                                                                      
     The following summary compensation table sets forth certain information 
regarding compensation paid each of the Company's last three fiscal years to 
Robert C. Silzer, Sr., the Company's Chief Executive Officer and Firoz 
Lakhani, the Company's President, Secretary and Chief Operating Officer.  
Except as set forth below, no executive officer's salary and bonus exceeded 
$100,000 during any of the Company's last three fiscal years:

                           Annual Compensation         
                                                    Other             All
Name and Principal     Fiscal                       Annual           Other
   Position             Year     Salary   Bonus   Compensation   Compensation(1)

Robert C. Silzer, Sr., 1994    $ 75,000            $ 130,000
Chairman and Chief     1995    $125,000            $  14,500         $11,564
Executive Officer      1996    $175,000 (2)        $  10,000         $16,692

Firoz Lakhani          1996    $125,000 (3)        $  10,000         $15,492

(1)  Amounts under "Other Annual Compensation" represent an automobile allowance
for Robert C. Silzer, Sr., of $9,600 for 1995 and $10,800 for 1996 and certain 
employee benefits and an automobile allowance for Mr. Lakhani of $9,600 and 
certain employee benefits.

(2)  Includes $37,500 deferred by Robert C. Silzer, Sr.

(3)  Includes $33,333 deferred by Mr. Lakhani.

Option Grants in Last Fiscal Year

     The following table sets forth information covering the grant of options 
to acquire Common Stock in the last year to the persons named in the Summary 
Compensation Table.

                                     % of Total
                                     Options
                       Number of     Granted to    Exercise or
                       Options       Employees     Base Price       Expiration
Name                   Granted       in Year       ($/Share)        Date

Robert C. Silzer, Sr.  800,000         29.1%          $.55          11/4/01
Firoz Lakhani          500,000         18.2%          $.55          11/4/01

Aggregate Option Exercises in Last Year, and Year-End Option Values

     The following table sets forth, for the persons named in the Summary 
Compensation Table, information regarding aggregate exercises of options in 
1996 and the number and value of unexercised options at December 31, 1996.

                                                           Value of Unexercised
         Shares                  Number of Unexercised     In-the-Money Options
         Acquired on   Value      Options at FY-End (#)       FY-End ($) (1)  
Name     Exercise(#) Realized($) Exercisable Unexercisable Exercised Unexercised

Robert C. 
Silzer, Sr.   1,530,000 $597,800  1,317,500                $574,550
Firoz Lakhani 1,200,000 $444,000  500,000                  $275,000

(1)  Based upon the difference between the exercise price and the closing price 
of the shares on December 31, 1996.

Employment Agreements

     Effective January 1, 1994, the Company entered into an employment 
agreement with Robert C. Silzer, Sr. (the "Silzer Sr. Employment Agreement"), 
under which Robert C. Silzer, Sr. serves as Chairman and Chief Executive 
Officer of the Company.  Pursuant to the Silzer Sr. Employment Agreement, Mr. 
Robert C. Silzer, Sr. was paid a salary of $75,000 in 1994, $125,000 in 1995 
and $137,500 in 1996.  He deferred $37,500 of his salary for the year 1996.  
Robert C. Silzer, Sr. will be paid a salary of $225,000 in 1997, $275,000 in 
1998, $325,000 in 1999 and $375,000 in 2000.  In addition, Robert C. Silzer, 
Sr. is eligible to receive an annual bonus in an amount equal to 5% of the net 
income of the Company and its subsidiaries (the Company and its subsidiaries 
did not have net income in 1996).  Robert C. Silzer, Sr. received a signing 
bonus of 250,000 shares in common stock.  Robert C. Silzer, Sr. was also paid 
an automobile allowance of $800 per month in 1995 and $900 per month in 1996 
and will be paid an additional $100 per month for each calendar year of the 
term of the Silzer Sr. Employment Agreement.  Pursuant to the Silzer Sr. 
Employment Agreement, Robert C. Silzer, Sr. was granted options to purchase 
(i) 500,000 shares of the Company's Common Stock in 1995 at an exercise price 
of $.30 per share and (ii) 750,000 shares of the Company's Common Stock in 
1996 at an exercise price of $.50 per share and will be granted options to 
purchase 1,000,000 shares of Common Stock of the Company for each of the years 
1997, 1998 and 1999, all at an exercise price equal to fifty percent (50%) of 
the ten day average trading price prior to the effective date of the option.

     In addition, pursuant to the Silzer, Sr. Employment Agreement, Robert C. 
Silzer, Sr. is entitled to receive a lump sum payment equal to the present 
value, using an eight percent (8%) discount factor, of his salary for the 
unexpired term of the Silzer Sr. Employment Agreement, plus the amount of any 
performance bonus, grants of Common Stock and options which Robert C. Silzer, 
Sr. is entitled, which shall be a minimum of $5,500,000 (the Silzer Severance 
Payment") if (i) Robert C. Silzer, Sr. is terminated by the Company without 
"just cause" as determined under the common law of British Columbia or (ii) 
(a) there is a change of control (as defined), (b) the Company employs any 
other senior executive without Robert C. Silzer, Sr.'s prior written consent 
or (c) materially alters the duties of Robert C. Silzer, Sr. without Robert C. 
Silzer, Sr.'s prior written consent.  The Silzer Sr. Employment Agreement also 
provides that Robert C. Silzer, Sr. shall not compete with the Company for a 
period of twelve (12) months after termination of his employment with the 
Company.  The Silzer, Sr. Employment Agreement terminates on December 31, 
2000.

     Effective September 5, 1995, the Company entered into an employment 
agreement with Firoz Lakhani (the Lakhani Employment Agreement"), under which 
Mr. Lakhani serves as President and Chief Operating Officer of the Company.  
Pursuant to the Lakhani Employment Agreement, Mr. Lakhani was paid a salary of 
$6,250 per month from September 1, 1995 to December 31, 1995 and $91,667 in 
1996.  He deferred $33,333 of his salary for the year 1996.  Mr Lakhani will 
be paid a salary of $175,000 in 1997, $225,000 in 1998, $275,000 in 1999 and 
$325,000 in 2000.  In addition, Mr. Lakhani is eligible to receive an annual 
bonus in an amount equal to 3.5% of the net income of the Company and its 
subsidiaries (the Company and its subsidiaries did not have any net income in 
1996).  Mr. Lakhani received a signing bonus of 200,000 shares of Common 
Stock.  Mr. Lakhani was also paid an automobile allowance of $700 per month in 
1995 and $800 per month in 1996 and will be paid an additional $100 per month 
for each calendar year of the term of the Lakhani Employment Agreement.  
Pursuant to the Lakhani Employment Agreement, Mr. Lakhani was granted options 
to purchase (i) 300,000 shares of the Company's Common Stock in 1995 at an 
exercise price of $.30 per share and (ii) 500,000 shares of the Company's 
Common Stock in 1996 at an exercise price of $.50 per share and will be 
granted options to purchase 750,000 shares of Common Stock of the Company for 
each of the years 1997, 1998 and 1999, all at an exercise price equal to fifty 
percent (50%) of the ten day average trading price prior to the effective date 
of the option.

     In addition, pursuant to the Lakhani Employment Agreement, Mr. Lakhani is 
entitled to receive a lump sum payment equal to the present value, using an 
eight percent (8%) discount factor, of his salary for the unexpired term of 
the Lakhani Employment Agreement, plus the amount of any performance bonus, 
grants of Common Stock options which Mr. Lakhani is entitled, which shall be a 
minimum of $4,250,000 (the Lakhani Severance Payment") if (i) Mr. Lakhani is 
terminated by the Company without "just cause" as determined under the common 
law of British Columbia or (ii) there is a change of control (as defined), (b) 
the Company employs any other executive without Mr. Lakhani's prior written 
consent or (c) materially alters the duties of Mr. Lakhani without Mr. 
Lakhani's prior written consent.  The Lakhani Employment Agreement also 
provides that Mr. Lakhani shall not compete with the Company for a period of 
twelve (12) months after termination of his employment with the Company.  The 
Lakhani Employment Agreement terminates on December 31, 2000.

     Effective February 15, 1994, the Company entered into an employment 
agreement with Robert C. Silzer, Jr. (the "Silzer Jr. Employment Agreement") 
under which Mr. Robert C. Silzer, Jr. serves as Vice President-Operations of 
the Company.  Pursuant to the Silzer, Jr. Employment Agreement, Robert C. 
Silzer, Jr. was paid a salary of $49,000 in 1994, $55,000 in 1995 and $85,328 
in 1996 and will be paid a salary of not less than $90,000 per annum in 1997, 
1998, and 1999.  In addition, Robert C. Silzer, Jr. was granted options to 
purchase 50,000 shares of the Company's Common Stock on January 1, 1994, 1995, 
1996 and 1997, all at an exercise price of $1.00 per share and will be granted 
options purchase 50,000 shares of Common Stock on January 1, 1998 at an 
exercise price of $1.00 per share.
    
                                                                                

                                                                         
          ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                         OWNERS AND MANAGEMENT
                                                                                
                                                                      

     The following table sets forth information as of March 31, 1997 regarding 
the beneficial ownership of Common stock of the Company by (i) the directors 
of the Company, (ii) each executive named in the Summary Compensation Table 
that appears under "Executive Compensation-Summary Compensation Table," (iii) 
each person who was known by the Company to own beneficially more than 5% of 
the outstanding shares of Common Stock of the Company and (iv) all officers 
and directors as a group.

Name and address of Beneficial Owner  Number of Shares Owned  Percent of Class

Paragon Holding Ltd.                  3,650,000               7.4%
P.O. Box N-272
Nassau Bahamas

Robert C. Silzer, Sr. (1)             4,381,948 (2)           8.56% (2)
2482-650 West Georgia Street
P.O. Box 11610
Vancouver, British Columbia

Firoz Lakhani                         2,650,000 (3)           5.35% (3)
2482-650 West Georgia Street
P.O. Box 11610
Vancouver, British Columbia

Robert C. Silzer, Jr. (1)             1,025,000 (4)           2.07%
2482-650 West Georgia Street
P.O. Box 11610
Vancouver, British Columbia

All officers and directors
  as a group (4 persons)              8,381,948 (5)           16.64% (5)

(1)  Robert C. Silzer, Jr. is the son of Robert C. Silzer, Sr.
(2)  Includes stock options which are exercisable by Mr. Robert C. Silzer, Sr. 
     to acquire 2,317,000 shares of Common Stock and 165,000 shares held by Madj
     Silzer, Mr. Robert C. Silzer, Sr.'s wife.
(3)  Includes stock options which are exercisable by Mr. Lakhani to acquire 
     680,000 shares of Common Stock.
(4)  Includes stock options which are exercisable by Mr. Robert C. Silzer, Jr. 
     to acquire 657,693 shares of Common Stock.
(5)  Includes all shares currently outstanding and those which are not 
     outstanding but which are subject to issuance upon exercise of stock 
     options.  See footnotes (2), (3) and (4).
    

                                                                             
                                                                        
            ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
                                                                                
                                                                      

     Firoz Lakhani, the President, Chief Operating Officer, Secretary and a 
Director of the Company, borrowed an aggregate principal amount of $444,000 
from the Company, pursuant to (i) a promissory note in the principal amount of 
$250,000 dated January 30, 1996 and due on or before January 29, 2001, (ii) a 
promissory note in the principal amount of $90,000 dated January 18, 1996 and 
due on or before January 18, 2001 and (iii) a promissory note in the principal 
amount of $104,000 dated January 3, 1996 and due on or before January 2, 2001 
(the "Lakhani Notes").  Interest is paid monthly on the Lakhani Notes at the 
United States Base Rate as may be set from time to time.  At March 31, 1997, 
the United States Base Rate was eight and one half percent (8 1/2%).

     Robert C. Silzer, Sr., the Chairman, Chief Executive Officer and a 
Director of the Company, borrowed an aggregate principal amount of $597,800 
from the Company, pursuant to (i) a promissory note in the principal amount of 
$357,000 dated January 30, 1996 and due on or before January 29, 2001, (ii) a 
promissory note in the amount of $150,000 dated January 18, 1996 and due on or 
before January 17, 2001 and (iii) a promissory note in the principal amount of 
$72,800 dated January 2, 1996 and due on or before January 17, 2001 (the 
"Silzer Notes").  Interest is paid monthly on the Silzer Notes at the United 
States Base Rate as may be set from time to time.  At March 31, 1997, the 
United States Base Rate was eight and one half percent (8 1/2%).

     During the fiscal year ended December 31, 1996, the Board of Directors 
held approximately 64 meetings.  Mr. Pak Cheung, who resigned on March 27, 
1997 to pursue other business commitments, attended fewer than 75% of all 
meetings of the Board of Directors.  The Company does not have a standing 
audit committee, nominating committee or compensation committee.
    



              ITEM 13.  EXHIBITS, AND REPORTS ON FORM 8-K



     (a) The following documents are filed as part of this report.

1.  Financial Statements
                                                                          Page
Report of Robison, Hill & Co., Independent Certified Public Accountants   F-1

                                                                          Page
Consolidated Balance Sheets as of December 31, 1996, and 1995             F-2

Consolidated Statements of Operations for the years ended
  December 31, 1996, and 1995                                             F-4
Consolidated Statement of Stockholders' Deficit for the year ended
  December 31, 1995                                                       F-5

Consolidated Statement of Stockholders' Deficit for the year ended
  December 31, 1996                                                       F-6
     
Consolidated Statements of Cash Flows for the years ended
   December 31, 1996, and 1995                                            F-7

Notes to Financial Statements                                             F-9

2.  Financial Statement Schedules
     The following financial statement schedules required by Regulation S-X 
are included herein.

     All Schedules are omitted because they are not applicable or the required 
information is shown in the financial statements or notes thereto.

3.  Exhibits

     The following exhibits are included as part of this report:
Exhibit
Number     Exhibit                                                       
                                                  

2.1        Articles of Amendment to Articles of Incorporation of the Company 
           dated July 16, 1996. (1)

2.2        Articles of Amendment to Articles of Incorporation of the Company 
           dated June 17, 1996.(1)
2.3        Articles of Amendment of Auto N Corporation.(1)
2.4        Articles of Amendment of MacTay Investment Co.(1)
2.5        Articles of Incorporation of MacTay Investment Co.(1)
2.6        Bylaws of the Company (1)
6.1        Leasing and Service Agency Agreement dated September 15, 1996 with 
           the Edward Thompson Group.(1)
6.2        Letter of Intent with Sega Gaming Technology, Inc. dated May 13, 
           1996.(1)
6.3        Agreement, dated July 17, 1996, with Fortune Entertainment 
           Corporation.(1)
6.4        Share Purchase Agreement, dated September 26, 1994 among the Company,
           Prisms and the Shareholders of Prisms.(1)
6.5        Agreement of Sale dated February 9, 1995 between the Company and the 
           Shareholders of Executive Video Systems, Inc.(1)
6.6        Agreement and Plan of Reorganization by and among the Company, 
           Branson Signature Resorts, Inc. and certain shareholders of Branson,
           dated June 1, 1995.(1)
6.7        Letter of Agreement, dated December 17, 1996, by and between the 
           Company and Y.K.L. Corp.(1)
6.8        Joint Venture Agreement, dated August 1996, between Palace 
           entertainment Limited and Hainan Bosun Tourism & Amusement Co. Ltd.
6.9        Joint Venture Agreement dated January 1996, between the Company and
           Hainan Xin Dao Trading Limited.
6.10       Employment Agreement with Robert Silzer (1)
6.11       Employment Agreement with Firoz Lakhani (1)
6.12       Employment Agreement with Robert C. Silzer, jr.
6.13       $250,000 Promissory note of Firoz Lakhani dated January 30, 1996.(1)
6.14       $90,000 Promissory Note of Firoz Lakhani dated January 18, 1996.(1)
6.15       $104,000 Promissory Note of Firoz Lakhani     dated January 3, 
           1996.(1)
6.16       $150,000 Promissory Note of Robert Silzer dated January 18, 1996.(1)
6.17       $375,000 Promissory Note of Robert Silzer dated January 30, 1996.(1)
6.18       $72,800 Promissory Note of Robert Silzer dated January 2, 1996.(1)
8.1        Consent of Accountants.

     (1)   Incorporated by reference to the Registrant's registration statement 
           on Form 10-SB filed on January 16, 1997.

27.1       Financial Data Schedule

     (b)   No reports on Form 8-K were filed.
     (c)   The exhibits listed in Item 14(a)(3) are incorporated by reference.
     (d)   No financial statement schedules required by this paragraph are 
           required to be filed as a part of this form.



                               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,  hereunto duly authorized.

                              ADVANCED GAMING TECHNOLOGY, INC.



Dated: June 4, 1997           By       /s/ Firoz Lakhani                   
                              Firoz Lakhani, President, Chief
                              Operating Officer and Director

     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 indicated on this 4th day of June, 
1997.

Signatures                     Title

/s/ Robert Silzer                                          
Robert Silzer                  Chairman, Chief Executive Officer and Director
                              (Principal Executive Officer)     


/s/ Donald Robert Mackay                          
Donald Robert MacKay           Chief Financial Officer
                              (Principal Financial and Accounting Officer)


/s/ Firoz Lakhani                                          
Firoz Lakhani                  President, Chief Operating Officer and Director


















REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors
Advanced Gaming Technology, Inc.


We have audited the accompanying consolidated balance sheets of Advanced 
Gaming Technology, Inc. and subsidiaries as at December 31, 1996 and 1995, and 
the consolidated statements of operation, stockholders' deficit, and cash 
flows for the years then ended.  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 audits.

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 made by management, as well as evaluating the overall 
financial statement presentation.  We believe that our audit provides 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 Advanced Gaming 
Technology, Inc. and subsidiaries as of December 31, 1996 and 1995 and the 
results of their operations, and their cash flows for the years then ended in 
conformity with generally accepted accounting principles.

                                   Respectfully submitted,


                                   /s/ Robison, Hill & Co.
                                   Certified Public Accountants

Salt lake City, Utah
January 27, 1997



                       Advanced Gaming Technology, Inc.
                          CONSOLIDATED BALANCE SHEETS

                                                           As at December 31
                                                           1996          1995  
ASSETS

Current Assets
     Cash and cash equivalents                       $   76,615     $   17,739
     Accounts receivable, net of  allowance of
       $85,500 ($63,079 in 1995)                         56,492         34,827
     Inventory (note 2 (b))                              43,000         18,000
     Prepaid expenses                                   129,969         71,705
     Notes receivable (note 3)                          129,426              -
          Total current assets                          435,502        142,271

Notes Receivable (note 3)                             1,099,300              -

Property and Equipment (note 2(c))
     Office equipment                                   103,985         43,408
     Leasehold improvements                              30,132              -
     Display equipment                                   20,763         17,521
     Product molds                                      330,718              -
     Revenue generating equipment - uninstalled         930,564        226,667
     Revenue generating equipment - installed         1,137,131        510,436
                                                      2,553,293        798,032
     Less - accumulated depreciation                    583,412        248,798
          Net property and equipment                  1,969,881        549,234

Other Assets
Security deposit                                         50,930         50,930
     Deferred development costs                         131,313              -
     Gaming equipment                                   765,138        175,359
     Intangible assets (notes 2 (d) and 4)              856,069      1,061,782
     Investment - Land                                4,137,432      4,126,307
          Total other assets                          5,940,882      5,414,378

     Total assets                                    $9,445,565     $6,105,883





The accompanying notes are an integral part of these financial statements.

                        Advanced Gaming Technology, Inc.
                         CONSOLIDATED BALANCE SHEETS
                                (Continued)

                                                                                
                                                         As at December 31    
                                                         1996           1995  
LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
     Bank loan (note 5)                             $   354,100    $   175,897 
     Accounts payable                                 1,494,617      1,186,461 
     Accrued liabilities
       Salaries, wages and other compensation           696,849        194,800 
       Other                                            984,644      1,192,975 
     Stockholders' loans (note 6)                        28,387        931,462 
     Notes payable (note 7)                             619,356        603,680 
     Convertible notes (note 8)                       3,292,715              - 
     Deferred revenue (note 2(i))                       765,380          7,073 
     Current maturities of long-term debt (note 9)    2,459,528      1,433,508 
          Total current liabilities                  10,695,576      5,725,856 

Long-Term Debt (note 9)                               1,911,864      2,376,941
          Total liabilities                          12,607,440      8,102,797 

Commitments and Contingencies (notes 15 and 16)

Stockholders' Deficit
     Preferred stock-10% cumulative $.10
       par value; authorized 4,000,000
       shares; issued - nil     -      -  
 Common stock - $.005 par value; authorized
       150,000,000 shares; issued and outstanding
       42,248,368 in 1996 and 27,138,517 in 1995        211,242        135,693  
     Additional paid-in capital                      20,000,471     15,611,020  
     Accumulated deficit                            (23,373,588)   (17,743,627)

     Net stockholders' deficit                       (3,161,875)    (1,996,914)

Total liabilities and stockholders' deficit         $ 9,445,565    $ 6,105,883 





The accompanying notes are an integral part of these financial statements.


                         Advanced Gaming Technology, Inc.
                     CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                
                                                        For the years ended
                                                             December 31,   
                                                        1996            1995  
Revenues                                           $ 1,155,035     $   381,928
Cost of sales                                          282,509          66,782

Gross margin                                           872,526         315,146

Expenses
     Research and development                        1,691,546       2,180,865
     General and administration                      2,510,106       2,077,779

                                                     4,201,652       4,258,644

Operating loss                                      (3,329,126)     (3,943,498)

Other income (expense)
     Foreign exchange adjustments (note 2 (e))          (6,616)          3,209
     Financing costs and interest                   (1,223,210)     (1,923,756)
     China development costs and equipment write-downs(976,129)              -
     Equipment write-down                              (94,880)              -
     Loss on sales of assets                                 -         (23,728)

Loss from continuing operations                     (5,629,961)     (5,887,773)

Discontinued operations (note 10)                            -      (3,095,504)

Net Loss                                           $(5,629,961)    $(8,983,277)

Net loss per common share
     Loss from continuing operations               $     (0.16)    $     (0.34)
     Loss from discontinued operations                       -           (0.18)
  
     Net loss                                      $     (0.16)    $     (0.52)

Weighted average common shares
 outstanding (note 2 (g))                            35,794,434     17,273,196





The accompanying notes are an integral part of these financial statements.


                   Advanced Gaming Technology, Inc.
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                 for the year ended December 31, 1995



      Price range                         Additional
       per share          Common Stock      Paid-in    Accumulated
           $            shares    amount    capital      deficit      Total     
Balance at
January 1, 1995       10,106,516 $ 50,532 $ 6,196,851  $(8,760,350) $(2,512,967)
     
Issuance of common shares
  for cash, less finders fees of $75,000
       0.15-0.63       2,666,667   13,333     794,167            -      807,500
  for security
       0.26-1.60       1,535,000    7,675           -            -        7,675 
  for financing costs and interest,
    less finders fees of $54,219
       0.26-1.75         880,206    4,401     676,894            -      681,295 
  to settle stockholders' loans
       0.40-0.92       3,452,940   17,265   1,638,984            -    1,656,249 
  to acquire subsidiary
            0.63       5,999,820   30,000   3,807,158            -    3,837,158 
  for signing bonuses
       0.41-1.50         160,000      800     151,612            -      152,412 
  for consulting services
       0.39-1.82       1,279,368    6,397     915,644            -      922,041 
  for share and warrant options
            1.50         450,000    2,250     672,750            -      675,000 
  to settle long-term debt
            1.25         608,000    3,040     756,960            -      760,000 
Net loss 
for the year                   -        -           -   (8,983,277)  (8,983,277)

Balance at
December 31, 1995     27,138,517 $135,693 $15,611,020 $(17,743,627) $(1,996,914)


                                                   


The accompanying notes are an integral part of these financial statements.


                      Advanced Gaming Technology, Inc.
             CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                   for the year ended December 31, 1996



          Price range                     Additional
           per share     Common Stock       Paid-in   Accumulated
               $        shares   amount     capital     deficit        Total
Balance at 
January 1, 1996       27,138,517 $135,693 $15,611,020 $(17,743,627) $(1,996,914)
  for cash, less finders fees of $30,000
           0.15-0.50   7,266,666   36,333   1,233,667            -    1,270,000 
  for security
           0.45-0.61   1,099,794    5,499           -            -        5,499
  to settle stockholders' loans
           0.25-0.50   1,346,452    6,732     465,962            -      472,694 
  to acquire subsidiary
                1.25     300,000    1,500     373,500            -      375,000 
  for signing bonuses
                0.06     450,000    2,250      23,850            -       26,100 
  for consulting services
           0.30-0.79     105,000      525      43,650            -       44,175 
  for share and warrant options
           0.22-0.50   3,380,273   16,902   1,314,880            -    1,331,782 
  to settle convertible notes
           0.50-1.20     666,666    3,333     621,667            -      625,000 
  for finders fees`
           0.20-1.20     395,000    1,975     290,775            -      292,750 
  to terminate employment contract
                0.22     100,000      500      21,500            -       22,000 
Net loss 
for the year                   -        -           -   (5,629,961)  (5,629,961)

Balance at
December 31, 1996     42,248,368 $211,242 $20,000,471 $(23,373,588) $(3,161,875)






The accompanying notes are an integral part of these financial statements.


                     Advanced Gaming Technology, Inc.
                   CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                
                                                         For the years ended
                                                             December 31, 
                                                         1996           1995
Cash flows from operating activities:
Net loss                                           $ (5,629,961)  $ (8,983,277)
     Adjustments to reconcile net loss to net cash
       Used in operating activities:
         Depreciation and amortization                 1,178,357       448,986 
         Loss on sale of assets                                -        23,728 
         Bad debt expense                                      -        35,401 
         Issuance of common stock for expenses           471,955     1,828,369 
         Deferred revenue                                758,307         7,073 
     Change in operating assets and liabilities:
        Accounts receivable                             (21,665)       (34,827)
        Notes receivable                                      -        108,595 
        Minimum lease payments receivable                     -         68,705 
        Inventory                                       (25,000)        13,350 
        Prepaid expenses                                (58,264)       (71,705)
        Bank overdraft and revolving loan               178,203        175,897 
        Accounts payable                                308,156        869,224 
        Accrued liabilities                             293,718      1,025,733 

             Net cash used in operating activities   (2,546,194)    (4,484,748)

Cash flows from investing activities:
     Intangible assets                                 (414,432)             - 
     Notes and advances                                  15,676        603,680 
     Purchase of property and equipment              (2,568,638)      (915,064)
     Security deposit                                         -        (50,930)
     Acquisition of subsidiary                                -       (200,000)
     Acquisition of land                                (11,125)             - 


     Deferred development costs                        (131,313)             - 
               Net cash used in investing activities (3,109,832)      (562,314)







                     Advanced Gaming Technology, Inc.
                   CONSOLIDATED STATEMENT OF CASH FLOWS
                              (Continued)


                                                                                
                                                          For the years ended
                                                              December 31
                                                          1996           1995

Cash flows from financing activities:
     Stockholders' loans                                  28,387        60,680 
     Proceeds from issuance of common stock            1,986,483     1,482,500 
     Proceeds from convertible notes                   3,169,089             - 
     Finders' fees                                       (30,000)            - 
     Principal payments on notes payable                (926,345)     (853,462)
     Proceeds from notes payable                       1,487,288     4,189,898 
          Net cash provided by financing activities    5,714,902     4,879,916 

Net increase (decrease) in cash and cash equivalents      58,876      (167,146)
Cash and cash equivalents at beginning of year            17,739       184,885 
Cash and cash equivalents at end of year            $     76,615   $    17,739 


Supplemental disclosure of cash flow information:

Cash paid during the year for interest              $    403,602   $    52,138 

Non cash investing and financing activities:
     Issuance of common stock for finders' fees     $    292,750   $   129,219 
     Issuance of common stock as settlement of
       stockholders' loans                          $    472,694   $ 1,656,249 
      Issuance of common stock for acquisition of
       subsidiary                                   $    375,000   $ 3,837,158 
     Issuance of common stock for debt reduction    $          -   $   760,000 










The accompany notes are an integral part of these financial statements.


                       Advanced Gaming Technology, Inc.
                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                   December 31, 1996 and December 31, 1995

NOTE 1 - HISTORY AND ORGANIZATION

     The Company was incorporated under the laws of the State of Wyoming in 
1963 under the name of Mactay Investment Co.  At a special shareholders' 
meeting held in 1987, the Corporation's name was changed to Auto N 
Corporation.   The Company changed its name to Advanced Gaming Technology, 
Inc. in 1991.

     The Company's executive offices are in Vancouver, B.C. Canada.  The 
Company is principally engaged in the development and marketing of electronic 
bingo equipment in the United States and the United Kingdom, and in the 
development of gaming opportunities in Asia.

NOTE 2 - SUMMARY OF ACCOUNTING POLICIES

     A summary of the significant accounting policies applied in the 
preparation of the accompanying financial statements follows.

(a)Principles of Consolidation

     The consolidated financial statements include the accounts of Advanced 
Gaming Technology, Inc. and its wholly-owned subsidiaries, Executive Video 
Systems, Inc. Palace Entertainment Limited, Branson Signature Resorts, Inc., 
Branson Bluffs Resorts, Inc., River Oaks Resorts and Country Club, Inc., 
Allied Resorts, Inc., River Oaks Holding, Inc., and Prisms, Inc.  All 
significant intercompany accounts and transactions have been eliminated.

   
(b)Joint Venture Operations Accounting

     Joint venture operations are accounted for under the equity method of 
accounting.
    

(c)Inventory

     Inventory consists of bingo equipment parts and is carried at lower of 
cost (first-in, first-out method) and market value.

(d)Property and Equipment

     Property and equipment is stated at cost.  Depreciation is provided in 
amounts sufficient to relate the cost of depreciable assets to operations over 
their estimated service lives, principally on a straight-line basis from 3 to 5 
years.



                       Advanced Gaming Technology, Inc.
                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                   December 31, 1996 and December 31, 1995
                               (Continued)

NOTE 2 - SUMMARY OF ACCOUNTING POLICIES (Continued)

     Upon sale or other disposition of property and equipment, the cost and 
related accumulated depreciation or amortization are removed from the accounts 
and any gain or loss is included in the determination of income or loss.     

     Expenditures for maintenance and repairs are charged to expense as 
incurred.  Major overhauls and betterments are capitalized and depreciated 
over their useful lives.

(e)Investment - Land

     Investment in real estate is carried at the lower of cost or net 
realizable value.

(f)Intangible Assets

     Organization costs are recorded at their acquisition costs and are 
amortized to operations over their estimated useful lives of five years.  
Amortization is computed on the straight-line method.

     Goodwill and software rights were created by the excess of the purchase 
price over cost of acquisitions made in 1995 and 1996, and are amortized on a 
straight-line basis over five years.  Software rights are capitalized after 
technological feasibility has been established.  Capitalization of computer 
software cost is discontinued when the computer software product is available 
to be sold, leased or otherwise marketed.  Cost for maintenance and customer 
support are charged to expense when incurred or when the related revenue is 
recognized, whichever occurs first.  Management regularly assesses the 
carrying amount of intangible assets and where, in their opinion, the value is 
less than the carrying amount, the loss is recognized immediately.  
Unamortized computer software costs that have been capitalized are reported at 
net realizable value.

     The company has implemented the provisions of SFAS No. 121, "Accounting 
for the impairment of Long-Lived Assets and for Long-Lived Assets Disposed 
of."  SFAS No. 121 requires that long-lived assets and certain identifiable 
intangibles to be held and used by the Company be reviewed for impairment 
whenever events or changes in circumstances indicate that the carrying amount 
of an asset may not be recoverable.  If the sum of the expected future cash 
flows from the use of the assets and its eventual disposition (undiscounted 
and without interest charges) is less than the carrying amount of the asset, 
an impairment loss is recognized.



                  Advanced Gaming Technology, Inc.
         NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
             December 31, 1996 and December 31, 1995
                         (Continued)


NOTE 2 - SUMMARY OF ACCOUNTING POLICIES (Continued)

(g)Translation of Foreign Currency

     All balance sheet accounts of foreign operations are translated into U.S. 
dollars at the year-end rate of exchange and statement of operations items are 
translated at the weighted average exchange
rates for the year.  The resulting translation adjustments are made directly 
to a separate component of the stockholders' equity.  Certain foreign 
activities are considered to be an extension of the U.S. 
operations, and the gain or loss resulting from re-measuring these 
transactions into U.S. dollars is included in income.  Gains or losses from 
other foreign currency transactions, such as those resulting from the 
settlement of foreign receivables or payables, are included in the Statements 
of Operations.

(h)Cash and Cash Equivalents

     For purposes of the Statement of Cash Flows, the Company considers all 
highly liquid debt instruments purchased with a maturity of three months or 
less or to bach equivalents.

(i)Net Loss Per Common Share

     Net loss per common share is calculated using the weighted average number 
of common shares outstanding during each year.  Common share equivalents are 
not considered in the calculation of the weighted average number of shares 
outstanding because they would decrease the net loss per common share.

(j)Revenue Recognition

     Revenue is generated on operating leases and is recognized and amortized 
over the lease term on a straight-line basis except where the agreement 
provides for a percentage of gross revenue in which case it is recognized on 
an accrual basis.

(k)Deferred Revenue

     Revenues are deferred until commencement of the project operations and 
will be recognized as revenue over the lesser of the project term and five 
years.


                  Advanced Gaming Technology, Inc.
          NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
            December 31, 1996 and December 31, 1995
                        (Continued)


NOTE 2 - SUMMARY OF ACCOUNTING POLICIES (Continued)

(l)Pervasiveness of Estimates

     The preparation of financial statements in conformity with generally 
accepted accounting principles required management to make estimates and 
assumptions that affect the reported amounts of assets and liabilities and 
disclosure of contingent assets and liabilities at the date of the financial 
statements and the reported amounts of revenues and expenses during the 
reporting period.  Actual results could differ from those estimates.

     Certain reclassifications have been made in the 1995 financial statements 
to conform with the 1996 presentation.

NOTE 3 - NOTES RECEIVABLE

Notes receivable consist of the following:
                                                                                
                                                             1996       1995
     Due from employees pursuant to the exercise of
        stock options, repayable over five years, interest
        at U.S. base rate                                  $ 103,595  $      -
     Due from officers/directors pursuant to the exercise
        of stock options, interest repayable monthly at
        U.S. base rate, principal due 2001                 1,125,131         -
                                                           1,228,726         -
     Less current maturities                                (129,426)        -
     Net notes receivable                                $ 1,099,300   $     -


NOTE 4 - INTANGIBLE ASSETS

Intangible assets consist of the following:
                                                       1996            1995     
Manufacturing license rights
     Gross                                        $  500,000      $   500,000 
     Accumulated amortization and allowance         (500,000)     $   (50,000)

     Net                                                   -          450,000 

                    Advanced Gaming Technology, Inc.
              NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
            December 31, 1996 and December 31, 1995(Continued)


NOTE 4 - INTANGIBLE ASSETS( Continued)

Software rights
     Gross                                             1,106,837      692,405 
     Accumulated amortization                           (286,042)    (121,171)

     Net                                                 820,795      571,234 

Organization Costs
     Gross                                                57,175       57,175 
     Accumulated amortization                            (21,901)     (16,627)

     Net                                                  35,274       40,548 

Net Intangible assets                                $   856,069  $ 1,061,782


NOTE 5 - BANK LOAN

The Company's line-of-credit agreement with a bank has terminated and these 
funds are due on demand, including interest at the bank's prime rate plus 5%.

NOTE 6 - STOCKHOLDERS' LOANS

Stockholders' loans consist of the following:

                                                      1996             1995     
Due to employees, non-interest bearing           $         -      $   183,333 
Due to officer/director, non-interest bearing         28,387           25,000 
Due to stockholders, non-interest bearing                  -          723,129 
                                                      28,387          931,462 
Less current maturities                              (28,387)        (931,462)

Net stockholders' loans                          $         -      $         -

Of the 1995 loans, $931,462 was settled in 1996 for stock.
Of the 1996 loans, $28,837 was settled in 1997, for stock.


                       Advanced Gaming Technology, Inc.
              NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
             December 31, 1996 and December 31, 1995(Continued)


NOTE 7 - NOTES PAYABLE
                                                           1996         1995
Due to a corporation, interest at 12%, repayable at
   $15,000 per month, secured by certain equipment and
   500,000 shares of the Company                       $ 109,785     $ 134,750
Due to individuals, interest equal to principal, principal
   and interest repayable in January 1996, unsecured           -       291,848
Due to a corporation, interest at 10%, principal and 
   interest due at year end, unsecured                         -        24,172
Due to an individual, interest at U.S. base rate, due on
   demand, unsecured                                     100,000        70,000
Due to a corporation, interest at 10%, principal and 
   interest due on demand, unsecured                     199,910        82,910
Due to an individual, interest negotiated at $20,000,
   secured by property, principal and interest due in
   February 1997                                         106,441             -
Due to a corporation, interest negotiated at $10,000,
   secured by property, principal and interest due in
   February 1997                                         103,220             -

Total notes payable                                    $ 619,356     $ 603,680

NOTE 8 - CONVERTIBLE NOTES

     Due to individuals and corporations, bearing interest at rates between 
U.S. base rate and 12% per year with varying maturity dates up to October, 
1997.  The notes are convertible into common stock of the Company at prices 
ranging from $0.25 to $1.50 per share.  Certain convertible notes have 
warrants attached thereto granting the holders the option to purchase a total 
of 3,440,000 common shares of the Company at prices ranging from $0.50 to 
$1.30 per share.  These warrants are included in Note 11 - Stock Options and 
Warrants.

NOTE 9 - LONG-TERM DEBT

Long-term debt consists of the following:
                                                           1996          1995
Notes payable with interest at 9%, quarterly interest only
   payments through July 2002, principal due in


                        Advanced Gaming Technology, Inc.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                December 31, 1996 and December 31, 1995(Continued)


NOTE 9 - LONG-TERM DEBT (Continued)
                                                            1996         1995

   July 2002, collateralized by deed of trust.        $ 1,339,792  $ 1,339,792
Note payable with interest at 10%, quarterly interest
   only, balance due on demand, collateralized by deed
   of  trust.                                              60,812       60,812
Loan payable with interest at 13.2%, due in monthly
   installments of $31,000 including interest, matures
   August 1997, secured by equipment                      293,862            -
Note payable with interest at 3% above the Chase
   Manhattan prime lending rate, due in quarterly principal
   installments of $17,857 plus accrued interest, matures
   January 2002                                           464,286      500,000
Note payable with interest at 10%, principal is due at
   year end, and is secured by 100,000 shares of the
   Company                                                 75,106       75,106
Note payable with interest at 10%, due in monthly
   installments of $1,613 including interest, collateralized
   by contract for deed                                    37,644       37,644
Note payable with interest at 10%, due on demand            3,600        3,600
Note payable with interest at 9%, due on demand            55,000       55,000
Note payable with interest at 8%, due in August 1997, 
   secured by software rights and 250,000 shares of the
   Company, repayable in monthly installments of $11,828   94,020      496,516
Loan payable with interest at 20%, due in monthly
   installments of $12,953 including interest, matures June
   1997, secured by 500,000 shares of the Company;
   additionally, the Company is required to pay 10% of
   net revenues from a joint venture project.             102,965      191,979
Convertible Debenture, total facility $1,000,000 plus
   accrued interest, interest at 2% per month compounded
   monthly, principal and accrued interest convertible into
   common stock in whole or part at holder's option,
   redeemable by the Company at any time to maturity;
   subsequent to year end, $449,205 was converted to
   common stock of the Company.                          1,098,492     450,000


                           Advanced Gaming Technology, Inc.
                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                December 31, 1996 and December 31, 1995(Continued)


NOTE 9 - LONG-TERM DEBT (Continued)
                                                             1996        1995  

   Bonus consideration of $150,000 per year for four
   years due on loan anniversary, convertible to stock
   at holder's option.                                     600,000     600,000
Loan payable with interest at 13/2%, due in monthly
Loan payable with interest at 12%, due in monthly 
   installments of $1,000 including interest, matures
   December 1999, secured by a patent                       32,070           -
Loan payable with interest at 8.5%, due in monthly
   installments of $56,121 including interest, secured
   by equipment and 1,200,000 shares of the Company        113,743           -
                                                         4,371,392   3,810,449
Less   current maturities                                2,459,528   1,433,508

Net long-term debt                                     $ 1,911,864 $ 2,376,941

Annual principal payments on long-term debt are as follows:
          1997                                         $ 2,459,528
          1998                                             375,034
          1999                                             197,038
          2000                                                   -
          2001                                                   -
          thereafter                                     1,339,792

                                                       $ 4,371,392

NOTE 10 - DISCONTINUED OPERATIONS

     In June 1995, the Company acquired two separate real estate properties in 
Branson, Missouri.  The resort property (Branson Bluffs Resort, Inc.) had 
limited existing development on the site (restaurant, golf course, motel, time 
share units).  In order to bring this resort operation into an economically 
viable segment, a substantial capital injection had to be made.  Since the 
Company's focus is not on long-term real estate development, the Company 
disposed of this holding by forfeiture to the mortgage holder on November 17, 
1995.


                       Advanced Gaming Technology, Inc.
               NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
              December 31, 1996 and December 31, 1995(Continued)


NOTE 10 - DISCONTINUED OPERATIONS(Continued)

     The Company's remaining property comprises approximately 178 acres of 
prime development site in Stone Country, Missouri.  This asset has shown 
substantial appreciation from the date of acquisition.  The Company is 
currently attempting to capitalize on this asset.

                                                      1996               1995  
Loss from operations (income taxes - nil)         $        -      $   (83,594)

Loss on disposal (income taxes - nil)                      -       (3,011,910)

Total discontinued operations                     $        -     $ (3,095,504)


NOTE 11 - STOCK OPTIONS AND WARRANTS

     All Options and warrants have been granted at exercise prices greater 
than the market value on the date of granting except for 4,225,000 options 
issued to employees.  All options vest 100% at date of grant.
                                                         1996           1995

Options outstanding, beginning of year                7,224,097        625,000 
     Granted                                         11,791,667      6,999,097 
     Expired                                         (1,212,124)      (350,000)
     Exercised                                       (3,380,273)       (50,000)

Options and warrants outstanding, end of year        14,423,367      7,224,097 
Option and warrant price for options and warrants
   outstanding, end of year                       $ 0.25 - 3.00   $0.25 - 2.19 

Options and warrants granted subsequent to year end   1,850,000      2,611,400 

Option and warrant price range granted subsequent
   to year end                                    $ 0.50 - 1.00   $0.25 - 2.19

In October 1995, the FASB issued SFAS No. 123, "Accounting for Stock-Based 
Compensation."  As permitted by the standard, the Company has elected to 
continue to follow existing accounting 


                      Advanced Gaming Technology, Inc.
               NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
             December 31, 1996 and December 31, 1995(Continued)


NOTE 11 - STOCK OPTIONS AND WARRANTS (Continued)

guidance, Accounting Principles Board Opinion No. 25 and related 
interpretations (APB No. 25), for stock-based compensation.  However, SFAS No. 
123 requires companies electing to follow existing accounting rules to 
disclose in a note the pro forma effects as if the fair value based method of 
accounting had been applied.  The Company recorded compensation expense of 
$1,074,453 and $92,275 for the years ended December 31, 1996 and 1995 
respectively, in connection with its performance shares, restricted stock and 
other stock compensation awards.  In accordance with APB No. 25, no 
compensation expense has been recognized for the Company's stock options.  The 
fair value of each option grant is estimated on the date of grant using the 
Black-Scholes option-pricing model with the following weighted average 
assumptions for grants in 1996 and 1995, respectively: dividend yield of 0.0 
percent for both years, expected volatility of 149.05 percent for both years, 
risk-free interest rates of 6.2 percent and 5.3 percent and expected lives of 
5 years for both years.  If compensation expense for the Company's stock 
options granted in 1996 and 1995 had been determined based on the fair value 
at the grant dates for such awards in accordance with SFAS No. 123, the effect 
on the Company's net income and earnings per share for each of the years ended 
December 31, 1996 and 1995 would have been immaterial.

NOTE 12 - SEGMENTED INFORMATION

Geographic segments:                                1996               1995     
Revenue
     United States                               $1,155,035     $   381,928

Operating loss
     Asia                                        $  461,017     $   794,058
     United States                                  779,278         507,530
     Other corporate expenses                     2,088,831       2,641,910

                                                 $3,329,126      $3,943,498

                                                     1996              1995    
Assets
     Asia                                        $   805,138     $  666,359
     United States                                 8,538,575      5,370,419
     Canada                                          101,852         69,105

                                                 $ 9,445,565     $6,105,883


                         Advanced Gaming Technology, Inc.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
               December 31, 1996 and December 31, 1995(Continued)


NOTE 13 - INCOME TAXES

     Deferred taxes result from temporary differences in the recognition of 
income and expenses for income tax reporting and financial statement reporting 
purposes.  Deferred benefits of $1,914,000 and $3,000,000 for the years ended 
December 31, 1996 and 1995 respectively, are the result of net operating 
losses and the gaming license rights reserve.

     The Company has recorded net deferred income taxes in the accompanying 
consolidated balance sheets as follows:
                                                                                
                                                      As at December 31    
                                                      1996         1995     
Future deductible temporary differences related to 
   reserves, accruals, and net operating losses  $  8,000,000    $ 6,100,000 
Valuation allowance                                (8,000,000)    (6,100,000)
Net deferred income tax                          $          -    $         - 

     As of December 31, 1996, the Company had a net operating loss ("NOL") 
carryforward for income tax reporting purposes of approximately $23,000,000 
available to offset future taxable income.  This net operating loss carryforward
expires at various dates between December 31, 2008 and 2011.  A NOL generated in
a particular year will expire for federal tax purposes if not utilized within 15
years.  Additionally, the Internal Revenue Code contains provisions which 
could reduce or limit the availability and utilization of these NOLs if 
certain ownership changes have taken place or will take place.  In accordance 
with SFAS No. 109, a valuation allowance is provided when it is more likely 
than not that all or some portion of the deferred tax asset will not be 
realized.  Due to the uncertainty with respect to the ultimate realization of 
the NOLs, the Company established a valuation allowance for the entire net 
deferred income tax asset of $8,000,000 as of December 31, 1996, which 
includes $603,000 from the gaming license and manufacturing rights reserve and 
$7,100,000 from net operating loss carryforward.  Also consistent with SFAS 
No. 109, an allocation of the income  (provision) benefit has been made to the 
loss from continuing operations.

The differences between the effective income tax rate and the federal 
statutory income tax rate on the loss from continuing operations are presented 
below.





                      Advanced Gaming Technology, Inc.
             NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
           December 31, 1996 and December 31, 1995(Continued)


NOTE 13 - INCOME TAXES (Continued)

                                                                                
                                                    For the years ended
                                                         December 31,     
                                                    1996             1995     
Benefit at the federal statutory rate of 34%     $1,914,000      $3,000,000 
Nondeductible expenses                              (20,000)        (88,000)
Utilization of gaming license rights               (212,000)              - 
Utilization of net operating loss carryforward   (1,467,000)     (2,919,000)
Other                                              (215,000)          7,000 
                                                  $       -      $        - 

NOTE 14 - ACQUISITION OF SUBSIDIARIES 

(a)Prisms, Inc.

     On September 26, 1996, pursuant to an agreement, the Company acquired all 
of the capital stock of Prisms, Inc., a North Carolina corporation which holds 
certain patents and trademarks for the development of bingo and other 
entertainment games, in exchange for 300,000 shares of the Company.  The 
acquisition has been accounted for by the purchase method.  

     In the event that the shares of the Company trade at less than $2.00 per 
share by October 1, 1997, the Company will issue additional shares sufficient 
to adjust the purchase prices to an equivalent market value of $600,000.

     The Company is also required to issue up to 200,000 further shares at a 
guaranteed price of $2.00 upon commencement of revenues from each patented 
product developed.  Additionally royalties of 2% will be payable on net 
revenues generated.

(b)Executive Video Systems, Inc.

     On February 9, 1995, pursuant to an agreement, the Company acquired all 
of the capital stock of Executive Video Systems, Inc., a Maryland 
Corporation.  The acquisition has been accounted for by the purchase method.



                      Advanced Gaming Technology, Inc.
               NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
              December 31, 1996 and December 31, 1995(Continued)


NOTE 14 - ACQUISITION OF SUBSIDIARIES (Continued)

     The following is a summary of the assets acquired, at fair value assigned 
thereto:

Equipment                                      $   22,672
Intangible assets - Software rights               692,978
Total                                           $ 715,650

Purchase consideration:
  Cash                                          $ 200,000
  Promissory notes                                515,650
Total                                           $ 715,650

     The Company has issued 250,000 common shares held in escrow as security 
to the promissory notes.  All of the capital stock of Executive Video Systems, 
Inc. is held in escrow as security to the promissory notes.

     The Company is committed to pay to former stockholders of Executive Video 
Systems, Inc. a royalty of three percent of gross revenues from the use of its 
software rights until February 9, 1998.  During 1996, a total of $22,914 was 
paid in royalties ($10,342 in 1995).

(c)Branson Signature Resorts, Inc.

     On June 22, 1995, pursuant to an agreement, the Company acquired all of 
the capital stock of Branson Signature Resorts, Inc. and its wholly-owned 
subsidiaries.  Branson Signature Resorts, Inc. is a resort and land developer 
located in Branson, Missouri.  The acquisition was accounted for by the 
purchase method.  The following is a summary of the net assets acquired, at 
fair value assigned thereto:

     Investment-land                               $ 4,090,000
     Property and equipment                          3,880,000
     Current liabilities                              (573,322)
     Long-term debt                                 (2,783,303)
                                                   $ 4,613,375

     The Company issued 5,999,820 shares under Regulation S and 144 of the 
Securities Act of 1934.  On November 17,. 1995, the Company determined that it 
was in the best interest of the Company to divest itself of the resort 
operations segment of its business (note 10).

                       Advanced Gaming Technology, Inc.
               NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
             December 31, 1996 and December 31, 1995(Continued)


NOTE 15 - COMMITMENTS

     The Company leases its offices and certain equipment under long-term 
operating leases.  Future minimum lease payments under these operating leases 
are as follows:

          1997                               $146,436
          1998                                146,285
          1999                                145,663
          2000                                 38,330
          2001                                    664

NOTE 16 - CONTINGENCIES

   
(a)  Proposed operations in China - In February 1995, the Province of Guangdong,
     China granted a business license and certificate of approval for the 
     formation of a joint venture between the Company and Gaoming City Santian
     Economic Development Company, a company affiliated with the City of 
     Gaoming, Guangdong, China to manufacture and sell in China a variety of 
     electronic gaming machines, including the Company's electronic bingo 
     products.  The Company will own eighty percent of the joint venture and 
     Santian will own twenty percent.  Pursuant to the joint venture agreement,
     the Company will contribute the technology and, in conjunction with a major
     gaming manufacturer, will design and build the manufacturing facilities and
     provide $5,000,000 in start-up capital.  The Company is currently searching
     for a major gaming manufacturer to pursue this project and to provide the 
     financing.  The Company uses the equity method of accounting for joint 
     venture operations.
    

     In August 1996, Palace Entertainment Limited, a wholly-owned subsidiary of
     the Company under the laws of the British Virgin Islands entered into a 
     joint venture agreement with Hainan Bosun Tourism & Amusement Co. Ltd., a 
     company organized under the laws of China in connection with the operation
     of a 23 seat Royal Ascot Horse Racing Machine in Haikou, Hainan Island, 
     China.  Under the Hainan Bosun Joint Venture Agreement, Palace 
     Entertainment is to provide the Royal Ascot Unit and is responsible for the
     operation, maintenance and repair of the machine as well as the hiring of
     personnel to operate the machine.  The Company purchased the Royal Ascot
     Unit from Sega pursuant to a Purchase, Finance and Security Agreement,
     dated February 21, 1996.

     In January 1996, the Company entered into a joint venture agreement with 
     Hainan Xin Dao

                      Advanced Gaming Technology, Inc.
               NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
             December 31, 1996 and December 31, 1995(Continued)


NOTE 16 - CONTINGENCIES (Continued)

     Trading Limited in connection with the operation of 150 slot/entertainment 
     machines in Haikou, Hainan Island, China.  Under the Hainan Xin Joint 
     Venture Agreement, the Company is responsible for providing the slot 
     machines and working capital as well as managing the slot machines.

   
     Currently, neither of these centers is operational due to the periodic 
     nationwide clean up of various black market activities, prostitution and 
     gambling.  This clean up campaign ended at or about the end of July 1996, 
     and entertainment centers, such as the centers described above, which are 
     not considered gambling and therefore are legal, are gradually beginning to
     re-open and new licenses are currently being issued.  The Company is 
     cautiously optimistic that both of the entertainment centers described 
     above will be operational in the near future.  The Company uses the equity
     method of accounting for joint venture operations.
    

     Due to delays caused by the nationwide clean up in China, the Company 
     entered into a Letter Agreement dated December 17, 1996 with Y.K.L. 
     Corporation, a company organized under the laws of the Philippines pursuant
     to which Y.K.L. has agreed to lease, for a period of 120 days commencing on
     the date of installation, 25 of the Company's slot machines, which were 
     originally to be used in the Hainan Xin Joint Venture, for use on Y.K.L.'s
     luxury ocean liners.

(b)  Proposed operations in the United Kingdom - The Company entered into a 
     Leasing and Service Agency Agreement, dated September 15, 1996 with Edward 
     Thompson Group, a privately held corporation established in 1867 and 
     organized under the laws of the United Kingdom.  Edward Thompson has been 
     producing bingo tickets since 1957 and, the Company believes the leading
     manufacturer and supplier of bingo paper and related products in the United
     Kingdom.

     The Service Agency Agreement requires the Company to use its best efforts 
     to engineer, manufacturer, design and develop a wireless electronic 
     hand-held bingo unit named PartiMax for the United Kingdom bingo market.

(c)  The Company entered into an Agreement, dated July 17, 1996 with Fortune 
     Entertainment Corporation, a company organized under the laws of the 
     Bahamas, under which Fortune Entertainment has the right to receive a 
     participating interest in the Company's various international ventures 
     (China, Philippines and United Kingdom).  If Fortune Entertainment 
     exercises all of its rights under the Participation Agreement, the Company
     will receive


                          Advanced Gaming Technology, Inc.
                  NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                December 31, 1996 and December 31, 1995(Continued)


NOTE 16 - CONTINGENCIES (Continued)

     approximately $5,725,000 for participating in the various ventures of the 
     Company.  As of December 31, 1996, Fortune Entertainment had provided the 
     Company with approximately $990,000.

(d)  Pursuant to the purchase of Prisms, Inc., on September 26, 1996, the 
     Company has a contingent obligation to issue additional shares of the
     Company to the extent that the shares of the Company trade at less than 
     $2.00 per share by October 1, 1997.  The number of shares to be issued will
     be determined by the difference between the market price of the 300,000 
     shares originally issued and $600,000.  (See also Note 14(a)).

(e)  In addition to ordinary routine litigation incidental to its business 
     operation, which the Company does not believe, in the aggregate, will have
     a material adverse effect on the Company, or its operations, the Company is
     engeged in the following lawsuits:

     Braintech, Inc. filed a statement of claim in the Supreme Court of British 
     Columbia on November 24, 1995 and amended on March 26, 1996 claiming 
     default by the Company on three promissory notes.  Braintech is claiming 
     damages in the amount of $200,000, plus interest of ten percent per annum,
     and costs.  The Company has filed a statement of defense and opposed a 
     motion for summary judgment.

     In January 1996, Tierra Corporation commenced an action in the Circuit 
     Court of Stone County, Missouri, claiming that River Oaks Resort and 
     Country Club, Inc. defaulted on a promissory note.  Judgement is sought in
     the principal amount of $75,106, plus interest since October 18, 1995 at 
     10% per annum.  An answer has been filed on behalf of River Oaks averring 
     that Tierra has not performed conditions precedent to assessing any such 
     note has provided and, in addition, a counterclaim asserting Tierra 
     disposed of stock collateral in a commercially unreasonable manner.  
     Preliminary discovery has occurred but no depositions have been taken.

     In February 1996, P.D.I., LLC, a Missouri limited liability company 
     commenced an action in the Circuit Court of Stone County Missouri, claiming
     breach of an agreement to construct a sewage treatment facility for which 
     damages are claimed, including alternative site development and attorney
     fees.  In response, the Company and River Oaks have counterclaimed for 
     damages, in an amount to be determined at trial, incurred when plaintiff 
     PDI withdrew funds from the escrow fund created for construction of the 
     sewage treatment


                       Advanced Gaming Technology, Inc.
                NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS 
              December 31, 1996 and December 31, 1995(Continued)


NOTE 16 - CONTINGENCIES (Continued)

     facility and the permit application for construction approval by the 
     Missouri Department of Natural Resources.  Moreover, a claim has also made 
     by encroached upon property development belonging to River Oaks and the 
     Company without right to do so, including damages for disruption resulting
     therefrom.

     In April 1996, Larry Newman commenced a mechanics' lien in the Circuit 
     Court of Stone County, Missouri, seeking $177,282, plus interest, for 
     excavation work performed during the period between July 19, 1995 to 
     September 25, 1995 on a road across the River Oaks development in Stone 
     County.  Thereafter, on or about June 24, 1996, Jack Holt filed a similar 
     petition in the Circuit Court of Stone County, Missouri, claiming a 
     mechanic's lien for engineering and land survey during the period May 16,
     1995 to July 4, 1995 for a road across the River Oaks development property
     in the amount of $9,610, plus interest.  The Holt case has now been 
     consolidated in the case originally filed by Newman.  The Company has filed
     a counterclaim alleging Newman and Holt extended the road beyond the 
     boundaries of the River Oaks development property onto land owned by 
     Sunset Cove, Ltd., a Missouri corporation.   The court has since ordered
     Sunset Cove, Ltd., joined as a party needed for just adjudication.  
     Discovery has not yet commenced.

     On November 15, 1996, Fortunet, Inc., a Nevada corporation filed a patent 
     infringement claim against the company and certain other companies which 
     manufacture and distribute electronic bingo systems, claiming the that the 
     defendants, including the Company, infringed Fortunet's United States 
     Patent No. 4,624,462.  Fortunet seeks to enjoin the defendants from any 
     further alleged infringement of the Patent and is seeking actual and 
     enhanced damages as well as attorneys fees and other costs.

   
     The Company is vigorously defending these law suits and deny any 
     liability to the plaintiffs.  However, no assurance can be given as to
     the outcome of these cases, but in the opinion of management and counsel,
     the ultimate liability will not have a material effect on its financial
     position, results of operations or cash flows.
    



                       Advanced Gaming Technology, Inc.
               NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
             December 31, 1996 and December 31, 1995(Continued)

NOTE 17 - SUBSEQUENT EVENTS

     In January, 1997, the investigation of the Company previously commenced 
by the United States Securities and Exchange Commission ("SEC"), in compliance 
with which the Company furnished documents to the SEC, was terminated and no 
enforcement action was recommended by the SEC.

     On January 17, 1997 the Company filed a registration statement (Form 
10SB) with the SEC to register shares of its capital stock under Section 12 of 
the Securities Act of 1934.  This filing becomes effective 60 days after 
filing, at which time the Company will become a "reporting issuer".

     In February, 1997 the Company negotiated financing totaling $2,137,500 of 
which $1,504,800 has been received.  This financing is in the form of 12% 
Subordinated Convertible Redeemable Debentures.  These funds have been used to 
meet the Company's working capital requirements and the settlement of bank and 
other debt.

     Subsequent to year end, $1,598,404 of certain debt and liabilities was 
settled by the issuance of 4,634,129 common shares.