UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~February~~June 1425, 2007

Spectre Gaming, Inc.

(Exact name of registrant as specified in its charter)

Minnesota (State or other jurisdiction of incorporation) 0-25764 (Commission File Number) 41-1675041 (IRS Employer Identification No.)

Minnesota	0-25764	41-1675041
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)		Identification No.)

14200 23rd Avenue N.

Minneapolis, MN 55447

(Address of principal executive offices)

(763) 553-7601

(Registrant's telephone number, including area code)

n/a

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[o Written ~~] Written~~ communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[o Soliciting ~~] Soliciting~~ material pursuant to Rule 14a-12 under ~~the~~ the Exchange Act (17 CFR 240.14a-12)

~~[ ]~~ o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~[ ]~~ o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 83.0102. ~~Other~~Unregistered ~~Events~~Sales of Equity Securities.

OnCommon ~~February~~Shares 14Issued Upon Cashless Conversion of Warrants. On June 25, 2007, Spectre Gaming, Inc. (the “Company”) ~~learned~~completed ~~that~~ the ~~operator~~issuance of an aggregate of ~~a location in Hernando County~~8, ~~Florida~~283,614 ~~where~~shares of the Company’s ~~has~~common 52stock. ofThese ~~its~~shares were ~~games operating,~~issued ~~received~~pursuant ato ~~letter~~the ~~from~~cashless ~~the~~conversion ~~State~~of ~~Attorney~~previously ~~for~~issued warrants. All of the ~~Fifth~~converting ~~Judicial~~warrantholders were investors in short-term promissory notes ~~Circuit~~that the ofCompany ~~Florida~~had ~~(encompassing~~issued ~~five~~from ~~separate~~March ~~Florida~~through ~~counties~~June 2007, ~~including~~having approximately ~~Hernando County)~~$1,391,856 ~~dated~~in ~~February~~aggregate 6,principal ~~2007,~~amount. ~~notifying~~As ~~the~~an ~~operator~~inducement ~~that,~~to invest in the ~~opinion~~short-term ofpromissory ~~such attorney~~notes, the Company’s ~~games~~had dooffered ~~not~~to ~~comply~~permit ~~with~~the ~~applicable~~investors ~~Florida~~to convert ~~law~~certain warrants, ~~and requiring~~ the ~~operator~~common toshares ~~cease~~issuable ~~and~~upon ~~desist~~exercise ~~the operation~~ of which ~~the~~are ~~games~~not incurrently ~~Hernando~~registered ~~County~~for resale, ~~Florida~~on a cashless basis.

AtThe ~~this time,~~Company ~~the~~offered ~~operator~~and ~~has~~sold ~~indicated~~the ~~that~~common ~~they~~shares ~~will~~in ~~comply~~reliance ~~with~~on the ~~order~~exemptions ~~and shut~~from ~~down~~registration ~~operations~~provided ~~for~~by ~~seven~~Sections ~~days~~4(6) ~~while~~and 4(2) ~~seeking a resolution~~ of ~~this matter. The Company does not agree with~~ the ~~State~~Securities ~~Attorney’s~~Act ~~position and is currently~~1933, ~~evaluating its options. The operator~~ and ~~its legal counsel~~on ~~have~~Rule ~~responded~~506 tothereunder. ~~the~~All ~~State~~investors ~~Attorney’s~~in ~~letter. If~~ the ~~operator continues~~securities towere ~~operate our~~accredited ~~games at that location~~investors, ~~the~~as ~~games~~that ~~could~~term beis ~~subject~~defined toin ~~seizure. These games currently~~Rule ~~account for approximately 18% of the Company’s revenues~~501.

The Company’s offer and sale of securities in the private placement were not registered under the Securities Act of 1933. Therefore, no such securities may be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The disclosure about the private placement contained in this report does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, and is made only as required under applicable rules for filing current reports with the SEC, and as permitted by Rule 135c under the Securities Act of 1933.

Common Shares Issued in Connection with Warrant Repricing Offer. On June 25, 2007, the Company also completed the issuance of an aggregate of 3,399,624 shares of the Company’s common stock. These shares were issued in connection with the Company’s prior and limited time offer to reduce the exercise price of its outstanding warrants held by accredited investors. Under the terms of that financing, the Company had offered to reduce the exercise price of warrants to $0.25 per share. As an inducement, the Company had offered to issue exercising warrantholders an extra common share for every two shares purchased at the reduced exercise price. For the issuance of these shares, the Company received a total of approximately $42,104 in cash proceeds and the surrender of short-term promissory notes having approximately $719,473 in aggregate principal amount.

The Company offered and sold the common shares in reliance on the exemptions from registration provided by Sections 4(6) and 4(2) of the Securities Act 1933, and on Rule 506 thereunder. All investors in the securities were accredited investors, as that term is defined in Rule 501.

* * * * *

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Spectre Gaming, Inc.
Date: February 20, 2007	By:	/s/ Kevin M. Greer
Date: June 29, 2007	By:	/s/ Kevin M. Greer
		Kevin M. Greer, Chief Financial Officer

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