SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

OLAH D BRADLY

(Last)

(First)

(Middle)

101 PRIMROSE LANE

(Street)

MEDINA

55340

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SPECTRE GAMING INC [ SGMG ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								255,000	D
Common Stock								21,000	I	By Trust for benefit of the Reporting Person's minor children⁽¹⁾
Common Stock	07/25/2007		X		640,000	A	$0	1,120,000	I	By Arcola Holdings, LLC⁽²⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant	$1							09/30/2005	09/30/2010	Common Stock, $.01 par value	500,000		500,000	D
Warrant	$0⁽³⁾	07/25/2007		X			130,062	10/27/2005	10/27/2010	Common Stock	130,062	$0	157,438	D
Warrants	$0⁽³⁾	07/25/2007		X			359,938	05/09/2006	05/09/2011	Common Stock	359,938	$0	192,062	D
Stock Options⁽⁴⁾	$0.88							09/12/2006	06/30/2014	Common Stock	100,000		100,000	D
Stock Options⁽⁴⁾	$0.88							⁽⁵⁾	12/31/2015	Common Stock	500,000		500,000	D
Warrant	$1							08/17/2006	08/17/2011	Common Stock	377,200		377,200	D
Stock Options⁽⁶⁾	$0.25							⁽⁷⁾	05/21/2012	Common Stock	2,500,000		2,500,000	D
Warrants	$0⁽⁸⁾	07/25/2007		X			150,000	06/21/2005	06/21/2010	Common Stock	150,000	$0	0	D

Explanation of Responses:

1. The Reporting Person is not a trustee of such trust and disclaims beneficial ownership of these shares.

2. A limited liability company, of which the Reporting Person is a principal.

3. Issued in connection with a loan to the Company, the exercise price and shares issuable are subject to adjustment under the terms of the Convertible Promissory Note. An adjustment to $1.00 occurred on 8/17/06. In connection with a financing transaction, the Reporting Person received the right to a cashless exchange of a portion of this warrant for common stock. The exercise price for the remaining portion is $1.00.

4. Pursuant to Rule 16b-3 (right to buy). Under the 2004 Stock Option Plan.

5. 166,666 shares vest immediately; 166,667 shares vest on each of 8/1/07 and 8/1/08.

6. Pursuant to Rule 16b-3 (right to buy). Under the 2007 Stock Incentive Plan.

7. 1,250,000 shares vest immediately; 625,000 shares vest on each of 5/21/08 and 5/21/09.

8. Warrant was originally exercisable at $2.20. In connection with a financing transaction, the Reporting Person received the right to a cashless exchange of this warrant for common stock.

	/s/ D. Bradly Olah	07/25/2007
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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