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): October 24, 2005


                              SPECTRE GAMING, INC.
             (Exact name of registrant as specified in its charter)


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


           1466 PIONEER WAY, #10, EL CAJON, CALIFORNIA              92020
             (Address of principal executive offices)             (Zip Code)


                                 (612) 279-2030
              (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:

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)
|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)
|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))
|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))


<PAGE>

ITEM 1.01  ENTRY INTO MATERIAL DEFINITIVE AGREEMENT.

      On Thursday,  October 27,  2005,  Spectre  Gaming,  Inc.  (the  "Company")
offered and sold an aggregate of 7,420 shares of the Company's Series B Variable
Rate Convertible Preferred Stock (the "Series B Preferred Stock"), together with
warrants to purchase an aggregate of 4,637,500  shares of the  Company's  common
stock,  solely to accredited  investors in a private  placement  offering exempt
from registration under the Securities Act of 1933.

      In  connection  with the private  placement,  the Company  entered  into a
Securities  Purchase  Agreement with  purchasers of the  securities  pursuant to
which  shares of Series B  Preferred  Stock were sold for $1,000 per share.  The
Securities Purchase Agreement contains customary representations, warranties and
covenants and provides for the conversion of shares of Series B Preferred  Stock
into  common  stock  pursuant  to the  terms  of the  Company's  Certificate  of
Designation for Series B Preferred Stock (as amended),  at a conversion price of
$1.60 per share  (subject  to  adjustment  as provided  therein).  Copies of the
Securities  Purchase  Agreement and  Certificate of Designation (as amended) are
being filed as exhibits to this current report.  Subscriptions  for an aggregate
of 1,230 shares of Series B Preferred Stock were accepted, in lieu of cash, upon
conversion of $1,230,000 of principal amount in loans made to the Company. Among
subscribers  converting loans into securities sold in the private placement were
D. Bradly Olah, the President of Spectre Gaming, and Prolific Publishing,  Inc.,
a company  of which  Russell  C. Mix,  the Chief  Executive  Officer  of Spectre
Gaming, is a director.

      The  Company  also  delivered  to the  purchasers  five-year  warrants  to
purchase an aggregate if 4,637,500 shares of the Company's common stock at $1.84
per share.  The warrants  contain  customary  provisions  for  adjustment to the
exercise price in the event of stock splits,  combinations  and  dividends,  and
include  cashless-exercise  provisions.  The warrants also contain anti-dilution
adjustments  to the exercise  price and number of common  shares  issuable  upon
exercise in the event of certain dilutive issuances of equity securities. A copy
of the form of warrant  issued to purchasers  in the private  placement is being
filed as an exhibit to this current report.

      Also in connection with the private placement,  the Company entered into a
Registration Rights Agreement with the purchasers of the securities, pursuant to
which the Company agreed to file a registration statement with the SEC within 45
days of the  closing  and use its best  efforts to obtain  effectiveness  of the
registration  statement  thereafter.  The registration  statement will cover the
resale of shares  of common  stock  underlying  the  securities.  The  Company's
failure  to abide by the  filing,  effectiveness  and  certain  other  covenants
contained in the  Registration  Rights  Agreements  will result in the Company's
obligation to pay liquidated  damages in the form of cash or common stock at the
rate of one percent of the subscription amount of each purchaser for any initial
failure,  and two percent of the subscription  amount of each purchaser for each
failure continuing more than 30 days (and for each 30-day period thereafter).  A
copy of the  Registration  Rights Agreement is being filed as an exhibit to this
current report.

      Neither the securities offered and sold in the private placement,  nor the
shares of common stock  underlying such  securities,  were registered  under the
Securities  Act, and  therefore  may not be offered or sold in the United States
absent registration or an applicable  exemption from registration  requirements.
The Company offered and sold the above-referenced  securities in reliance on the
statutory exemption from registration in Section 4(2) of the Securities Act, and
on Rule 506 under the Securities Act. The disclosure about the private placement
and related agreements  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
United States  Securities and Exchange  Commission,  and as permitted under Rule
135c under the Securities Act.


<PAGE>

ITEM 3.02  UNREGISTERED SALES OF EQUITY SECURITIES.

      On Thursday,  October 27, 2005, the Company  offered and sold an aggregate
of 7,420  shares  of the  Company's  Series B  Preferred  Stock,  together  with
warrants to purchase an aggregate of 4,637,500  shares of the  Company's  common
stock,  solely to accredited  investors in a private  placement  offering exempt
from  registration  under the Securities  Act of 1933. On Thursday,  October 27,
2005,  the Company  issued a press  release  regarding  the sale and issuance of
securities in the private placement. A copy of that press release is being filed
as an exhibit to this current report.

      Each  share of  Series B  Preferred  Stock  was  sold  for  $1,000  and is
convertible,  pursuant to the terms of the Company's  Certificate of Designation
for Series B Preferred  Stock (as amended),  into shares of common  stock.  Each
purchaser of shares of Series B Preferred Stock received a five-year  warrant to
purchase a number of shares of common stock equal to the number of common shares
underlying their purchased Series B Preferred Stock shares, at an exercise price
of $1.84 per share.  In the aggregate,  warrants were issued for the purchase of
4,637,500  shares of common  stock.  Sales of the Series B  Preferred  Stock and
warrants  raised an aggregate of  $7,420,000  in gross  proceeds  (which  figure
includes the  conversion of $1,230,000 of principal  amount of loans made to the
Company) less  approximately  $556,500 in sales commissions  payable in cash. In
addition to cash  compensation,  selling agents received  five-year  warrants to
purchase an aggregate of 695,624 shares of common stock at $1.84 per share.

      Neither the securities offered and sold in the private placement,  nor the
shares of common stock  underlying such  securities,  were registered  under the
Securities  Act and  therefore  may not be offered or sold in the United  States
absent registration or an applicable  exemption from registration  requirements.
The Company offered and sold the above-referenced  securities in reliance on the
statutory exemption from registration in Section 4(2) of the Securities Act, and
on Rule 506 under the Securities Act. The disclosure about the private placement
and related agreements  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
United States  Securities and Exchange  Commission,  and as permitted under Rule
135c under the Securities Act.

ITEM 5.03  AMENDMENT TO ARTICLES OF  INCORPORATION  OR BYLAWS;  CHANGE IN FISCAL
YEAR.

      On October 24 and October 26, 2005, the Company filed  amendments with the
Minnesota  Secretary of State to its  Certificate  of  Designation  for Series B
Preferred  Stock.  The October 24 amendment  changed the initial  price at which
holders of the Series B Preferred Stock may convert their preferred  shares into
the  Company's  common  stock to  $1.60.  The  October  26  amendment  added the
clarifying  language to certain covenants of the Company to not adversely affect
the  rights  of  holders  of the  Series B  Preferred  Stock  through  corporate
transactions  without the prior approval of holders of a majority of outstanding
Series B Preferred Stock.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

      (c)   Exhibits.

         Exhibit  Description
         -------  --------------------------------------------------------------
         3.1      Certificate   of   Designation   of  Series  B  Variable  Rate
                  Convertible   Preferred   Stock,   filed  with  the  Minnesota
                  Secretary of State on September 29, 2005.

         3.2      Articles of Amendment to  Certificate of Designation of Series
                  B Variable Rate Convertible  Preferred  Stock,  filed with the
                  Minnesota Secretary of State on October 24, 2005.

<PAGE>

         3.3      Articles of Amendment to  Certificate of Designation of Series
                  B Variable Rate Convertible  Preferred  Stock,  filed with the
                  Minnesota Secretary of State on October 26, 2005.

         10.1     Form of Securities  Purchase  Agreement by and between Spectre
                  Gaming,  Inc.  and each  purchaser  in the  private  placement
                  described in Items 1.01 and 3.02 of this current report, dated
                  as of October 27, 2005.

         10.2     Form of Common Stock Purchase  Warrant issued to purchasers in
                  the private placement described in Items 1.01 and 3.02 of this
                  current report, dated as of October 27, 2005.

         10.3     Form of Registration  Rights  Agreement by and between Spectre
                  Gaming,  Inc.  and each  purchaser  in the  private  placement
                  described in Items 1.01 and 3.02 of this current report, dated
                  as of October 27, 2005.

         99.1     Press Release dated October 27, 2005.


                               *    *   *   *   *


                                    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:  October 27, 2005                 By: /s/  Brian Niebur
                                           -------------------------------------
                                           BRIAN NIEBUR, Chief Financial Officer


<PAGE>

                                  EXHIBIT INDEX

            3.1 Certificate of Designation of Series B Variable Rate Convertible
Preferred  Stock,  filed with the Minnesota  Secretary of State on September 29,
2005.

            3.2 Articles of Amendment to  Certificate of Designation of Series B
Variable Rate Convertible Preferred Stock, filed with the Minnesota Secretary of
State on October 24, 2005.

            3.3 Articles of Amendment to  Certificate of Designation of Series B
Variable Rate Convertible Preferred Stock, filed with the Minnesota Secretary of
State on October 26, 2005.

            10.1 Form of Securities  Purchase  Agreement by and between  Spectre
Gaming, Inc. and each purchaser in the private placement described in Items 1.01
and 3.02 of this current report, dated as of October 27, 2005.

            10.2 Form of Common Stock  Purchase  Warrant issued to purchasers in
the private  placement  described in Items 1.01 and 3.02 of this current report,
dated as of October 27, 2005.

            10.3 Form of  Registration  Rights  Agreement by and between Spectre
Gaming, Inc. and each purchaser in the private placement described in Items 1.01
and 3.02 of this current report, dated as of October 27, 2005.

            99.1 Press Release dated October 27, 2005.
{"company-data": {"conformed-name": "SPECTRE GAMING INC", "cik": "0000891389", "assigned-sic": "7385", "irs-number": "411675041", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-25764", "film-number": "051161312"}, "business-address": {"street1": "800 NICOLLET MALL", "street2": "SUITE 2690", "city": "MINNEAPOLIS", "state": "MN", "zip": "55402", "phone": "612-279-2005"}, "former-company": [{"former-conformed-name": "ONELINK INC", "date-changed": "20000823"}, {"former-conformed-name": "ONELINK COMMUNICATIONS INC", "date-changed": "19971118"}, {"former-conformed-name": "MARKETLINK INC", "date-changed": "19950320"}]}
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): October 24, 2005

                              SPECTRE GAMING, INC.
             (Exact name of registrant as specified in its charter)

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

           1466 PIONEER WAY, #10, EL CAJON, CALIFORNIA              92020
             (Address of principal executive offices)             (Zip Code)

                                 (612) 279-2030
              (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:

|_|   Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)
|_|   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)
|_|   Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))
|_|   Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01  ENTRY INTO MATERIAL DEFINITIVE AGREEMENT.

      On Thursday,  October 27,  2005,  Spectre  Gaming,  Inc.  (the  "Company")
offered and sold an aggregate of 7,420 shares of the Company's Series B Variable
Rate Convertible Preferred Stock (the "Series B Preferred Stock"), together with
warrants to purchase an aggregate of 4,637,500  shares of the  Company's  common
stock,  solely to accredited  investors in a private  placement  offering exempt
from registration under the Securities Act of 1933.

      In  connection  with the private  placement,  the Company  entered  into a
Securities  Purchase  Agreement with  purchasers of the  securities  pursuant to
which  shares of Series B  Preferred  Stock were sold for $1,000 per share.  The
Securities Purchase Agreement contains customary representations, warranties and
covenants and provides for the conversion of shares of Series B Preferred  Stock
into  common  stock  pursuant  to the  terms  of the  Company's  Certificate  of
Designation for Series B Preferred Stock (as amended),  at a conversion price of
$1.60 per share  (subject  to  adjustment  as provided  therein).  Copies of the
Securities  Purchase  Agreement and  Certificate of Designation (as amended) are
being filed as exhibits to this current report.  Subscriptions  for an aggregate
of 1,230 shares of Series B Preferred Stock were accepted, in lieu of cash, upon
conversion of $1,230,000 of principal amount in loans made to the Company. Among
subscribers  converting loans into securities sold in the private placement were
D. Bradly Olah, the President of Spectre Gaming, and Prolific Publishing,  Inc.,
a company  of which  Russell  C. Mix,  the Chief  Executive  Officer  of Spectre
Gaming, is a director.

      The  Company  also  delivered  to the  purchasers  five-year  warrants  to
purchase an aggregate if 4,637,500 shares of the Company's common stock at $1.84
per share.  The warrants  contain  customary  provisions  for  adjustment to the
exercise price in the event of stock splits,  combinations  and  dividends,  and
include  cashless-exercise  provisions.  The warrants also contain anti-dilution
adjustments  to the exercise  price and number of common  shares  issuable  upon
exercise in the event of certain dilutive issuances of equity securities. A copy
of the form of warrant  issued to purchasers  in the private  placement is being
filed as an exhibit to this current report.

      Also in connection with the private placement,  the Company entered into a
Registration Rights Agreement with the purchasers of the securities, pursuant to
which the Company agreed to file a registration statement with the SEC within 45
days of the  closing  and use its best  efforts to obtain  effectiveness  of the
registration  statement  thereafter.  The registration  statement will cover the
resale of shares  of common  stock  underlying  the  securities.  The  Company's
failure  to abide by the  filing,  effectiveness  and  certain  other  covenants
contained in the  Registration  Rights  Agreements  will result in the Company's
obligation to pay liquidated  damages in the form of cash or common stock at the
rate of one percent of the subscription amount of each purchaser for any initial
failure,  and two percent of the subscription  amount of each purchaser for each
failure continuing more than 30 days (and for each 30-day period thereafter).  A
copy of the  Registration  Rights Agreement is being filed as an exhibit to this
current report.

      Neither the securities offered and sold in the private placement,  nor the
shares of common stock  underlying such  securities,  were registered  under the
Securities  Act, and  therefore  may not be offered or sold in the United States
absent registration or an applicable  exemption from registration  requirements.
The Company offered and sold the above-referenced  securities in reliance on the
statutory exemption from registration in Section 4(2) of the Securities Act, and
on Rule 506 under the Securities Act. The disclosure about the private placement
and related agreements  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
United States  Securities and Exchange  Commission,  and as permitted under Rule
135c under the Securities Act.
ITEM 3.02  UNREGISTERED SALES OF EQUITY SECURITIES.

      On Thursday,  October 27, 2005, the Company  offered and sold an aggregate
of 7,420  shares  of the  Company's  Series B  Preferred  Stock,  together  with
warrants to purchase an aggregate of 4,637,500  shares of the  Company's  common
stock,  solely to accredited  investors in a private  placement  offering exempt
from  registration  under the Securities  Act of 1933. On Thursday,  October 27,
2005,  the Company  issued a press  release  regarding  the sale and issuance of
securities in the private placement. A copy of that press release is being filed
as an exhibit to this current report.

      Each  share of  Series B  Preferred  Stock  was  sold  for  $1,000  and is
convertible,  pursuant to the terms of the Company's  Certificate of Designation
for Series B Preferred  Stock (as amended),  into shares of common  stock.  Each
purchaser of shares of Series B Preferred Stock received a five-year  warrant to
purchase a number of shares of common stock equal to the number of common shares
underlying their purchased Series B Preferred Stock shares, at an exercise price
of $1.84 per share.  In the aggregate,  warrants were issued for the purchase of
4,637,500  shares of common  stock.  Sales of the Series B  Preferred  Stock and
warrants  raised an aggregate of  $7,420,000  in gross  proceeds  (which  figure
includes the  conversion of $1,230,000 of principal  amount of loans made to the
Company) less  approximately  $556,500 in sales commissions  payable in cash. In
addition to cash  compensation,  selling agents received  five-year  warrants to
purchase an aggregate of 695,624 shares of common stock at $1.84 per share.

      Neither the securities offered and sold in the private placement,  nor the
shares of common stock  underlying such  securities,  were registered  under the
Securities  Act and  therefore  may not be offered or sold in the United  States
absent registration or an applicable  exemption from registration  requirements.
The Company offered and sold the above-referenced  securities in reliance on the
statutory exemption from registration in Section 4(2) of the Securities Act, and
on Rule 506 under the Securities Act. The disclosure about the private placement
and related agreements  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
United States  Securities and Exchange  Commission,  and as permitted under Rule
135c under the Securities Act.

ITEM 5.03  AMENDMENT TO ARTICLES OF  INCORPORATION  OR BYLAWS;  CHANGE IN FISCAL
YEAR.

      On October 24 and October 26, 2005, the Company filed  amendments with the
Minnesota  Secretary of State to its  Certificate  of  Designation  for Series B
Preferred  Stock.  The October 24 amendment  changed the initial  price at which
holders of the Series B Preferred Stock may convert their preferred  shares into
the  Company's  common  stock to  $1.60.  The  October  26  amendment  added the
clarifying  language to certain covenants of the Company to not adversely affect
the  rights  of  holders  of the  Series B  Preferred  Stock  through  corporate
transactions  without the prior approval of holders of a majority of outstanding
Series B Preferred Stock.

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS.

      (c)   Exhibits.

         Exhibit  Description
         -------  --------------------------------------------------------------
         3.1      Certificate   of   Designation   of  Series  B  Variable  Rate
                  Convertible   Preferred   Stock,   filed  with  the  Minnesota
                  Secretary of State on September 29, 2005.

         3.2      Articles of Amendment to  Certificate of Designation of Series
                  B Variable Rate Convertible  Preferred  Stock,  filed with the
                  Minnesota Secretary of State on October 24, 2005.
3.3      Articles of Amendment to  Certificate of Designation of Series
                  B Variable Rate Convertible  Preferred  Stock,  filed with the
                  Minnesota Secretary of State on October 26, 2005.

         10.1     Form of Securities  Purchase  Agreement by and between Spectre
                  Gaming,  Inc.  and each  purchaser  in the  private  placement
                  described in Items 1.01 and 3.02 of this current report, dated
                  as of October 27, 2005.

         10.2     Form of Common Stock Purchase  Warrant issued to purchasers in
                  the private placement described in Items 1.01 and 3.02 of this
                  current report, dated as of October 27, 2005.

         10.3     Form of Registration  Rights  Agreement by and between Spectre
                  Gaming,  Inc.  and each  purchaser  in the  private  placement
                  described in Items 1.01 and 3.02 of this current report, dated
                  as of October 27, 2005.

         99.1     Press Release dated October 27, 2005.

                               *    *   *   *   *

                                    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:  October 27, 2005                 By: /s/  Brian Niebur
                                           -------------------------------------
                                           BRIAN NIEBUR, Chief Financial Officer
EXHIBIT INDEX

            3.1 Certificate of Designation of Series B Variable Rate Convertible
Preferred  Stock,  filed with the Minnesota  Secretary of State on September 29,
2005.

            3.2 Articles of Amendment to  Certificate of Designation of Series B
Variable Rate Convertible Preferred Stock, filed with the Minnesota Secretary of
State on October 24, 2005.

            3.3 Articles of Amendment to  Certificate of Designation of Series B
Variable Rate Convertible Preferred Stock, filed with the Minnesota Secretary of
State on October 26, 2005.

            10.1 Form of Securities  Purchase  Agreement by and between  Spectre
Gaming, Inc. and each purchaser in the private placement described in Items 1.01
and 3.02 of this current report, dated as of October 27, 2005.

            10.2 Form of Common Stock  Purchase  Warrant issued to purchasers in
the private  placement  described in Items 1.01 and 3.02 of this current report,
dated as of October 27, 2005.

            10.3 Form of  Registration  Rights  Agreement by and between Spectre
Gaming, Inc. and each purchaser in the private placement described in Items 1.01
and 3.02 of this current report, dated as of October 27, 2005.

            99.1 Press Release dated October 27, 2005.