U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                   Form 10-QSB

                                   (Mark One)

  [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
              OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2003
                                 --------------
  [_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934 FOR THE TRANSITION PERIOD FROM ________________ TO ______________

                         Commission file number 0-29 219
                                   ----------
                                  POKER.COM INC
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

              FLORIDA                                   98-0199508
  ------------------------------------       ---------------------------------
     (State or other jurisdiction of                  (I.R.S. Employer
      incorporation or organization)                 Identification No.)

                       SUITE 630 1188 WEST GEOGRIA  STREET

                  VANCOUVER                              V6E 4A2
  ---------------------------------------       --------------------------------
  (Address of principal executive offices)              (Zip Code)

                                 (604) 689-5998
        ----------------------------------------------------------------
                           (Issuer's telephone number)

--------------------------------------------------------------------------------
   (Former name, former address and former fiscal year, if changed since last
                                     report)

  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 requirements for the past 90 days.  Yes     No X
                                                                     ---    ---

     Applicable only to issuers involved in bankruptcy proceedings during the
                              preceding five years

    Check whether the registrant filed all documents and reports required to be
  filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
        securities under a plan confirmed by a court.      Yes     No
                                                               ---    ---

                      Applicable only to corporate issuers

State the number of shares outstanding of each of the issuer's classes of common
 equity, as of the latest practicable date.  25,425,000 COMMON SHARES AS AT JUNE
                                    30, 2003.

Transitional Small Business Disclosure Format
(Check one):
Yes      No  X
    ---     ---


                                                                          Page 1
<PAGE>
                        PART 1 - FINANCIAL INFORMATION

ITEM 1:  FINANCIAL STATEMENTS

POKER.COM, INC.
(A Development Stage Company)

     INDEX
     -----

     Consolidated Financial Statements

     Consolidated Balance Sheets

     Consolidated Statements of Operations

     Consolidated Statements of Stockholders' Equity

     Consolidated Statements of Cash Flows

     Notes to Consolidated Financial Statements



<PAGE>
POKER.COM,  INC.

CONSOLIDATED  FINANCIAL  STATEMENTS
JUNE  30,  2003
(U.S.  DOLLARS)
(UNAUDITED)




INDEX                                                                       PAGE
-----                                                                       ----

CONSOLIDATED  FINANCIAL  STATEMENTS

Consolidated  Balance  Sheets                                                  1

Consolidated  Statements  of  Income                                           2

Consolidated  Statements  of  Stockholders'  Equity                            3

Consolidated  Statements  of  Cash  Flows                                      4

Notes  to  Consolidated  Financial  Statements                                 5


<PAGE>
<TABLE>
<CAPTION>
POKER.COM, INC.
CONSOLIDATED  BALANCE  SHEETS
SIX  MONTH  ENDED  JUNE  30,  2003
(U.S. DOLLARS)
(UNAUDITED)

===========================================================================================
                                                                 JUNE 30,     DECEMBER 31,
                                                                   2003           2002
                                                                     $             $
===========================================================================================
<S>                                                             <C>          <C>
ASSETS

CURRENT
  Cash                                                             638,188         458,650
  Accounts receivable                                              617,753         894,635
  Prepaid expenses                                                  10,407               -
===========================================================================================
TOTAL CURRENT ASSETS                                             1,266,348       1,353,285

Long-Term Receivable                                                     -          22,361
Property and Equipment                                             129,163          55,598
Intangible Assets                                                  211,409          55,748
-------------------------------------------------------------------------------------------

TOTAL ASSETS                                                     1,606,920       1,486,992
===========================================================================================

LIABILITIES

CURRENT
  Accounts payable and accrued liabilities                         210,837         517,832
-------------------------------------------------------------------------------------------

TOTAL LIABILITIES                                                  210,837         517,832
-------------------------------------------------------------------------------------------

STOCKHOLDERS' EQUITY

PREFERRED STOCK, $0.01 PAR VALUE, 5,000,000
SHARES AUTHORIZED, NO SHARES ISSUED AND OUTSTANDING
COMMON STOCK AND PAID-IN CAPITAL IN EXCESS OF $0.01 PAR VALUE
100,000,000 Shares authorized
25,425,000 (December 31, 2002 - 17,750,000) shares
Issued and outstanding                                           1,834,580       1,624,155
Treasury Stock, at cost - 27,000 shares                             (6,881)         (6,881)
Subscriptions Received                                              32,480          32,480
Other Comprehensive Income                                          35,483          17,229
Retain Deficit                                                    (697,824)       (633,960)
Deficit                                                            198,245         (63,864)
===========================================================================================

TOTAL STOCKHOLDERS' EQUITY                                       1,396,083         969,159
-------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       1,606,920       1,486,991
===========================================================================================

See notes to consolidated financial statements.    1
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
POKER.COM, INC.
CONSOLIDATED  STATEMENTS  OF  INCOME
(U.S.  DOLLARS)
(UNAUDITED)

============================================================================================
                                      THREE MONTHS ENDED JUNE 30   SIX MONTHS ENDED JUNE 30
                                          2003          2002          2003          2002
                                           $             $             $             $
============================================================================================
<S>                                   <C>           <C>           <C>           <C>

REVENUES
    Marketing and sub-licensing           469,598       871,168     1,135,450     1,581,410
COST OF GOODS SOLD                        248,860       243,211       593,053       545,307

GROSS MARGIN                              220,738       627,957       542,397     1,036,103
--------------------------------------------------------------------------------------------

EXPENSES
   Bad debt expense                             -        84,166             -        84,166
   Corporation promotion                   11,456        48,228        18,650        71,979
   Depreciation and amortization           15,319         7,625        32,283        31,605
   Insurance                                7,396         5,569        12,166        11,473
   Management fees                         93,068       223,842       176,099       278,686
   Office supplies and services             3,664        32,405        20,837        71,151
   Professional fees                       59,476         7,184       116,040         9,379
   Rent                                     3,520         7,719         9,290        20,809
   Wages                                   42,103        91,264        84,247       220,218
   Website marketing                        1,926        21,480        18,380        60,904
   Written off Accrued Liabilities &
   Account payable                       (143,840)            -      (143,840)            -
--------------------------------------------------------------------------------------------
TOTAL EXPENSES                             94,088       529,482       344,152       860,370
============================================================================================

INCOME (LOSS) FROM OPERATIONS             126,650        98,475       198,245       175,733

INCOME (LOSS) BEFORE INCOME TAX           126,650        98,475       198,245       175,733
INCOME TAX                                 59,993        44,314        89,210        79,080
   REDUCTION OF INCOME TAX ON
   LOSS CARRYFORWARD  APPLICATION         (59,993)      (44,314)      (89,210)      (79,080)

NET INCOME (LOSS) FOR YEAR                126,650        98,475       198,245       175,733
============================================================================================

WEIGHTED AVERAGE NUMBER OF
    COMMON SHARES OUTSTANDING          23,191,484    17,175,000    20,846.271    17,033,287
DILLUTIVE EFFECT OF OPTIONS             1,458,571     1,306,000     1,437,735     1,306,000
--------------------------------------------------------------------------------------------

WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING ASSUMING FULL DILUTION     24,650,055    18,481,000    22,284,006    18,339,287
============================================================================================

Earnings Per Shares                          0.01          0.01          0.01          0.01
--------------------------------------------------------------------------------------------

Fully Diluted Earnings Per Shares            0.01          0.01          0.01          0.01
--------------------------------------------------------------------------------------------

See notes to consolidated financial statements.    2
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
POKER.COM, INC.
CONSOLIDATED  STATEMENTS  OF  STOCKHOLDERS'  EQUITY
SIX MONTH PERIOD ENDED JUNE 30, 2003 AND YEAR ENDED DECEMBER 31, 2002
(U.S.  DOLLARS)
(UNAUDITED)

==========================================================================
                                                JUNE 30,     DECEMBER 31,
                                                  2003           2002
==========================================================================
<S>                                           <C>           <C>

SHARES OF COMMON STOCK ISSUED
  Balance, beginning of period                 17,175,000      16,950,000
  Issued for
      Acquisition of assets                     6,000,000               -
      Consulting & Management Services          2,250,000               -
      Cash on exercise of options                       -         225,000
--------------------------------------------------------------------------
  Balance, end of period                       25,425,000      17,175,000

COMMON STOCK AND PAID-IN CAPITAL IN
  EXCESS OF $0.01 PAR VALUE
  Balance, beginning of period                $ 1,624,155   $   1,590,405
  Issued for
    Acquisition of assets                         159,000               -
    Consulting & Management Services               50,125               -
    Stock option benefit                            1,300               -
  Cash on exercise of options                           -          33,750
--------------------------------------------------------------------------
    Balance, end of period                    $ 1,834,580   $   1,624,155
==========================================================================

TREASURY STOCK
  Balance, beginning of period                $    (6,881)  $      (6,881)
  Purchase                                              -               -
--------------------------------------------------------------------------
                                              $    (6,881)  $      (6,881)
==========================================================================

SUBSCRIPTIONS RECEIVED
  Balance, beginning of period                $    32,480   $      32,480
  Subscriptions received                                -               -
--------------------------------------------------------------------------
  Balance, end of period                      $    32,480   $      32,480
==========================================================================

OTHER COMPREHENSIVE INCOME
  Balance, beginning of period                $    17,229   $      18,384
  Foreign currency translation gain                18,254          (1,155)
--------------------------------------------------------------------------
  Balance, end of period                      $    35,483   $      17,229
==========================================================================

DEFICIT ACCUMULATED DURING DEVELOPMENT STAGE
  Balance, beginning of period                $  (697,824)  $    (633,960)
  Net income for period                           198,245         (63,864)
--------------------------------------------------------------------------
  Balance, end of period                      $  (499,579)  $    (697,824)
==========================================================================

TOTAL STOCKHOLDERS' EQUITY                    $ 1,396,083   $     969,159
==========================================================================


See notes to consolidated financial statements.    3
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
POKER.COM, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
SIX  MONTH  ENDED  JUNE  30,  2003
(U.S.  DOLLARS)
(UNAUDITED)

=============================================================================
                                                          2003        2002
                                                           $           $
=============================================================================
<S>                                                    <C>         <C>
OPERATING ACTIVITIES
  Net income (loss)                                      198,245     175,733
      Adjustments to reconcile net                             -
      income (loss) to net cash provided                       -
      (used in) operating activities                           -
      Depreciation and amortization                       32,283      31,605
      Stock based compensation                             1,300      30,170
      Changes in non-cash working capital                 (3.729)   (120,736)
-----------------------------------------------------------------------------
NET CASH PROVIDED BY OPERATING ACTIVITIES                228,099     116,772
=============================================================================

INVESTING ACTIVITIES
  Purchase of intangible assets                          (50,660)          -
  Purchase of property and equipment                     (51,849)          -
-----------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES                   (102,509)          -
=============================================================================

FINANCING ACTIVITIES
      Service received from issuance of common stock      50,125
      Proceeds from issuance of common stock                   -      33,750
-----------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                 50,125      33,750
=============================================================================

EFFECT OF EXCHANGE RATE CHANGES ON CASH                    3,822      35,728
=============================================================================

INFLOW OF CASH                                           179,538     186,250
CASH, BEGINNING OF YEAR                                  458,650     169,527
=============================================================================

CASH, END OF YEAR                                        638,188     355,777
=============================================================================

SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS
  Reduction of subscriptions received by
    issuance of shares                                         -           -
  Assets received for share issued                       159,000           -
</TABLE>


                                        4
<PAGE>
POKER.COM,  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
THREE  MONTH  PERIOD  ENDED  JUNE  30,  2003
(U.S.  DOLLARS)
(UNAUDITED)

================================================================================


1.   BASIS OF PRESENTATION

These  unaudited  financial  statements  have  been  prepared in accordance with
generally  accepted  accounting  principles  in the United States of America for
interim  financial information.  These financial statements are condensed and do
not  include  all  disclosures  required  for  annual financial statements.  The
organization  and  business  of the Company, accounting policies followed by the
Company  and  other  information  are  contained  in  the notes to the Company's
audited  consolidated  financial  statements  filed  as  part  of  the Company's
December  31,  2002  Form  10KSB.

In  the  opinion of the Company's management, these financial statements reflect
all adjustments necessary to present fairly the Company's consolidated financial
position  at June 30, 2003 and December 31, 2002 and the consolidated results of
operations  and  the  consolidated  statement of cash flows for the three months
then  ended.  The results of operations for the three months ended June 30, 2003
are  not  necessarily  indicative  of  the results to be expected for the entire
fiscal  year.

2.   STOCKHOLERS' EQUITY

a)   During  the  six  month  period  ended June 30, 2003, the Company granted a
     total  of  1,130,000  options  to directors and employees of the Company of
     which  1,000,000  stock options expire on January 7, 2004 and 130,000 stock
     options  expire  on  May  28,  2004.  These  stock  options have no vesting
     provision  and  will  expire  within  one year from the date of issue at an
     exercise  price  of  $0.02  per  share. On the date of January 7, 2003, the
     market  price  of  the  stock  options  was  equal  to  the exercise price.
     Therefore,  no  compensation expense was recognized. On the date of May 28,
     2003,  the  exercise  price  was  $0.01  below the market price, therefore,
     $1,300  compensation  expenses  were  recorded  under  statement of income.

b)   The  following table summarizes the Company's stock option activity for the
     period:

<TABLE>
<CAPTION>
     ===============================================================================
                                  Number of   Exercise Price Per   Weighted Average
                                    Shares           Share          Exercise Price
     -------------------------------------------------------------------------------
<S>                               <C>         <C>                  <C>

     Balance, December 31, 2002     510,000   $              0.02  $            0.02
     Granted during the period    1,130,000   $              0.02  $            0.02
     Cancelled during the period   (100,000)  $              0.02  $            0.02
     -------------------------------------------------------------------------------

     Balance, June 30, 2003       1,540,000   $              0.02  $            0.02
     -------------------------------------------------------------------------------
</TABLE>

c)   Of  the  1,130,000  options,  130,000  were  reprised.  As a result of this
     change,  these  options became variable and additional compensation expense
     of  $1,300  was  charged  to  operations.


                                        5
<PAGE>
POKER.COM,  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
THREE  MONTH  PERIOD  ENDED  JUNE  30,  2003
(U.S.  DOLLARS)
(UNAUDITED)

================================================================================


d)   The  Company  applies  APB  Opinion  No.  25 and related interpretations in
     accounting  for  its  stock  options granted to employees, and accordingly,
     compensation  expense  of  $Nil  was  recognized  as  wages  expense.  Had
     compensation  expense  been  determined  as  provided in SFAS 123 using the
     Black-Scholes  option  pricing model, the pro-forma effect on the Company's
     net  income  and  per  share  amounts  would  have  been  as  follows:

<TABLE>
<CAPTION>
<S>                                                                  <C>
     ===========================================================================
     ---------------------------------------------------------------------------
     Net income,as reported                                          $198,245.00
     Net income, pro-forma                                           $188,543.00
     Net earnings per share, as reported                             $      0.01
     Net earnings per share, pro-forma                               $      0.01
     ---------------------------------------------------------------------------
</TABLE>

     The  fair  value  of  each  option  grant is calculated using the following
     weighted  average  assumption:

<TABLE>
<CAPTION>
<S>                                                                    <C>
     ===========================================================================
     ---------------------------------------------------------------------------
     Expected life (years)                                                    1
     Interest rate                                                         2.67%
     Volatility                                                           97.49%
     Dividend Yield                                                        0.00%
     ---------------------------------------------------------------------------
</TABLE>


                                        6
<PAGE>
ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATION


OVERVIEW

During the second quarter of 2003, we continued our operations of licensing and
marketing  turnkey Internet gaming systems  In addition, we initiated our
development of an on line skill based gaming system through our subsidiary Skill
Poker.com Inc.  Our main source of revenue in the second quarter was from
sub-licensing fees and ongoing royalty fees.

We also continued to operate our business through our three subsidiary
companies: Casino Marketing S.A., a Costa Rican registered company which
performs technical management for our licensees; 564448 BC Ltd., a British
Columbia registered company which performs administrative management services to
Casino Marketing; and  Skill Poker.com Inc., a Washington state registered
company incorporated in January 29, 2003, through which the patent pending Skill
Poker system is being developed and through which the Skill Poker system will be
operated.

In the second quarter, we focused our resources on our patent pending technology
in relation to the game of Skill Poker.  Our plan is to engage in the licensing
and operating of Skill Poker card rooms in North America.  We launched the play
for fun version of the software which will be used to incorporate the Skill
Poker system and continued our development.  We expect full launch during the
third quarter at www.skillpoker.com. and continue to focus our resources on the
                 ------------------
development and marketing of the Skill Poker system.  There can be no assurances
that we will be successful in launching the skillpoker.com site or that we will
generate any revenue from the launch.

During the second quarter, we received notice from each of our customers, Antico
Holdings S.A., Focusnet Capital Inc. and Microgaming Systems Ltd, that they
would be discontinuing their software gaming licenses with us.  As such, we do
not expect any revenue from software gaming licensing in the third quarter.  We
further do not expect and there can be no assurances that we will be able to
generate any revenue since the discontinuation of these licenses.

The agreements with Antico Holdings S.A., Focusnet Capital Inc. and Microgaming
Systems Ltd. which formed the basis of our revenue have changed as follows: i)
The agreement with Antico Holdings S.A. included the exclusive use of the domain
name www.poker.com to which we had the commercial rights under agreement. The
     -------------
domain name was re-directed without our prior knowledge or consent by the
registrant, ALA Corp. The re-direction of the domain prevented the continued
commercial use by Antico Holdings S.A. which therefore has halted any revenues
generated by the use of www.poker.com. ii )The agreement with Focusnet Capital
                        -------------
Inc. included a non-exclusive license which commenced in 2001 and was paid in
full. Focusnet  advised us in June that it has changed software providers with
respect to its online cardroom services and has decided to no longer use the
software under license from us. The decision by FocusNet to change software
providers will result in us no longer collecting royalties under the terms and
conditions of the FocusNet  license. (iii) The agreement with Microgaming
Systems Ltd. included a non-exclusive license which commenced in 2001 and was
paid in full. Microgaming advised the Company in June that it has also changed
software providers with respect to its online cardroom services and has decided
to no longer use the software under license from us.  The decision by
Microgaming to change software providers will result in us no longer collecting
royalties as per the terms and conditions of the Microgaming license.


                                                                          Page 2
<PAGE>
Given the nature of the legislative climate in the United States with respect to
the regulation or prohibition of online game through such potential laws as the
Kyl Bill and the Bacchus Bill, management is of the opinion that the
discontinuation of the previous licensees mirrors our current mandate to become
a major participant in online entertainment whilst fully compliant with gaming
related legislation.  Our plan is to focus resources on our Skill Poker
subsidiary and its related operations.

Our future revenues are dependant on the successful launch and consumer
acceptance of the Skill Poker system and as such we will dedicate certain
financial resources regard. There is no expectation of any further capital
expenditures and resources will be focused on the further development and
marketing of the Skill Poker System.  There can be no assurances that we will be
successful in launching our Skill Poker system or that we will be able to
generate any revenue in connection with the system.

Our mandate for the foreseeable future is to develop and market the Skill Poker
system with a view to achieving consumer acceptance and significant revenue
generation. We will require additional personnel once the Skill Poker system has
been launched by way of customer service and marketing staff to a maximum of 4
people.

Based on current cash reserves, we are in a position to operate for the next 9
months without any further revenue generation or acquisition of working capital
from other sources including debt, equity or a combination thereof.

A significant portion of our resources may be used for the continued litigation
with respect to the dispute involving the domain poker.com

RESULTS OF CONTINUING OPERATIONS

The following table sets forth for the periods indicated selected information
from Poker.com's consolidated statement of operations:

<TABLE>
<CAPTION>
                                            Three Months      Three Months       Six Months        Six Months
                                          Ended of June 30  Ended of June 30  Ended of June 30  Ended of June 30
                                                2003              2002              2003              2002
----------------------------------------------------------------------------------------------------------------
<S>                                       <C>               <C>               <C>               <C>

Net Sales                                          469,598           871,168         1,135,450         1,581,410
Gross Margin                                       220,738           627,957           592,397         1,036,103
Operating Expenses                                  94,088           529,482           344,152           860,370
Income (loss) from continuing operations           126,650            98,475           198,245           175,733
Net (loss) Income                                  126,650            98,475           198,245           175,733
</TABLE>

Information shown is for the six months ended June 30, 2003 and June 30, 2002
respectively.


THREE-MONTH PERIOD ENDED JUNE 30, 2003

NET SALES. Net sales for the three months ended June 30, 2003 was $469,598
compared to $871,168 for the three months ended June 30, 2002.  The revenue is
solely from royalty fees in the three months ended June 30, 2003.  Licensing
revenues were $535,481 banner advertising revenues were $15,667 and royalty fees
were $320,038 for the three months ended June 30, 2002 respectively. We do not
expect any continued revenue from these sources after the second quarter.

We expect to enhance our revenue through the launch of our Skill Poker system
through our wholly owned subsidiary, Skill Poker.com Inc. We should begin to
achieve revenues from the Skill Poker system during the 3rd quarter of 2003.
These are forward-looking statements, particularly as related to our business
plans of the company, within the meaning of Section 27A of the Securities Act of
1933 and Sections 21E of the Securities Exchange Act of 1934 and are subject to
the safe harbor created by these sections. Actual results may differ materially
from our expectations and estimates.

GROSS MARGIN. Gross margin was 47.02% of net sales for the three months ended
June 30, 2003 compared to 71.99% in 2002. The gross margin percentage has been
negatively affected by the dispute in relation to the domain name www.poker.com
which resulted in the period's loss of revenue from the use of the domain and
the increase in legal expenses relating directly to the dispute.

OPERATING EXPENSES. Operating expenses for the three months ended June 30, 2003
were $94,088 compared to $529,482 at June 30, 2002.  The major expense items
were for wages, management and consulting fees.  The operating expenses were
reduced through write off from carryfoward accounts payable and which were
overstated in year 2002.

PROVISION FOR INCOME TAXES. No tax provision was made for the three months ended
June 30, 2003. At December 31, 2002, we had an available net operating loss
carry forward of approximately $476,000 that may be used to offset future
taxable income.


                                                                          Page 3
<PAGE>
FINANCIAL CONDITION AND LIQUIDITY

On June 30, 2003, our net working capital was $1,055,511compared to a net
working capital of $956,146 at June 30, 2002.   At June 30, 2003 the Company had
cash and cash equivalents totaling $638,000 compared to $356,000 at June 30,
2002.

Approximately $589,000 of the $617,753 accounts receivable (net of $300,753
allowance for bad debts) and long term receivable was due from Antico Holdings
for the purchase of a poker sub-license and royalty fees. The amount due from
Antico Holdings for its license fee was re-negotiated with the terms of $6,000
per month commencing March 2001.  Antico Holdings has assigned to us its 15%
credit card hold back that is being released each month on a rolling
month-to-month basis.

Net cash provided by operating activities for the six months ended June 30, 2003
was $228,099.  The increase in cash was mainly due to the royalty fees and the
efficient cash control strategy from management.

Net cash used for investing activities for the six months ended June 30, 2003
was $102,509 for the acquisition of the server and other equipment for the skill
poker software including the purchase of the pending patent for $50,000

Net cash provided by financing activities for the six months ended June 30, 2003
was $50,125.  The increase was resulted from issuance common stock to
consultants and our President.

Item 3. Controls and Procedures.

Within the 181 days prior to the date of this report, we carried out an
evaluation, under the supervision and with the participation of our management,
including our President, of the effectiveness of the design and operation of our
disclosure controls and procedures pursuant to Exchange Act Rule 13a-14. Based
upon that evaluation, our President concluded that disclosure controls and
procedures are effective in timely alerting the management to material
information relating to the Company (including its consolidated subsidiaries)
required to be included in our periodic SEC filings.

There have been no significant changes in our internal controls or in other
factors that could significantly affect internal controls subsequent to the date
we carried out this evaluation.


PART II--OTHER INFORMATION

Item 1. Legal Proceedings

On December 6, 2002, the domain www.poker.com was re-directed without our
consent or knowledge by Ala Corp., a company registered under the laws of
Antigua and whose principal is Liz Bryce of Vancouver, British Columbia, Canada.
The domain was originally licensed from Ala Corp. to UniNet Technologies Inc. in
1999.   UniNet  immediately sub-licensed the domain to us.  In turn, we
sub-licensed the domain to Antico Holdings S.A. of Costa Rica for the operating
casino and/or card rooms.  We retained all other rights to the domain name
including developing the web site as a portal, marketing casinos and card rooms
and other gaming software.

Liz Bryce, through Ala Corp., owns 1,297,900 shares of our common stock or 5.10%
of our issued and outstanding common stock.  In addition, Ms. Bryce's parents
collectively own 1,105,500 shares or 4.35% of our common stock.  Ms. Bryce,
together with her parents, owns directly and indirectly, a total of 2,403,400
shares or 9.45% of our common stock.

Although contemplated in the agreements between Ala Corp. and Uninet and between
Uninet and us, Ala Corp. failed to provide Uninet or us with any notice that it
was redirecting the domain.  As such, we were unaware of any allegations of
contractual breach and management is of the opinion that all obligations as set
forth by the terms and conditions of the agreements have been fulfilled and we
are not aware of any reason for this dispute.

We have agreed with Uninet to jointly pursue all legal avenues available to
retain the exclusive right to use the www.poker.com and to enforce the
provisions of the agreement between Ala Corp. and Uninet.

After the domain was redirected, Ala Corp. transferred the registered owner of
the domain to Communications Services Inc., a company registered in Western
Samoa and the registrar was changed from California based Verisign Inc. to
Australia based Fabulous.com. Together with Uninet, we applied to The Internet
Corporation for Assigned Names and Numbers (ICANN), a governing body which
oversees domain registration and use issues, for the purpose of obtaining a
decision on the basis of the wrongful redirection of www.poker.com. ICANN,
however, ruled on January 21, 2003 that since the domain is now registered in
the name of Communication Services Inc., it could only decide on a dispute
between Ala Corp., the previous registered owner of the domain and
Communications Services Inc. Together with Uninet, we did not have any standing
to apply for relief with ICANN since neither of us were ever the registered
owner of the domain name.

On February 28, 2003, together with Uninet, we sued Communication Services Inc.
in the Supreme Court of British Columbia, Canada for a declaration that as a
successor and assignee of Ala Corp., Communications is a trustee of the domain
name for the benefit of Uninet and us; an accounting for profits earned by
Communication through the wrongful use of the domain name; a declaration that
Ala and Communication are bound by the License Agreement between Ala and Uninet;
a declaration that Uninet and us are entitle to the exclusive use of the domain
name.


                                                                          Page 4
<PAGE>
To the knowledge of management, no federal, state or local governmental agency
is presently contemplating any proceedings against us.  Other than a described
above, no director, executive officer or affiliate thereof or owner of record or
beneficially of more than five percent of our common stock is a party adverse to
or has a material interest adverse to us in any proceeding.

Item 2. Changes in Securities and Use of Proceeds

As of June 30, 2003, we had authorized 100,000,000 shares of common stock and
had 25,425,000 shares issued and outstanding.

On February 21, 2003, we issued  3,000,000 shares of common stock to Blue
Diamond International Inc. for the  acquisition of a provisional patent
application on a system of playing poker online known as Skill Poker (based on
the closing market price of  $0.035 on the date of issued for a total cost of
$105,000).

On April 14 , 2003, we issued  3,000,000 shares of common stock to Pokersoft
Software A.V.V. for the acquisition of a software master license which will
incorporate the patent pending Skill Poker system (based on the closing market
price of $0.018 on the date of issued for a total cost of $54,000).

On June 13, 2003, we issued 2,250,000 shares of common stock for services, which
were valued at $50,125 (based on the closing market  price on the date of
agreement signed).  We have recorded such amounts in the accompanying statement
of operations.

<TABLE>
<CAPTION>
Name of grantee    Number of shares  Relationship with the company  Amount
<S>                <C>               <C>                            <C>

Randy Peterson              500,000            Consultant           12,500
Ashley V. Redmond           875,000            Consultant           21,875
Mark Glusing                875,000             Officer             15,750
-----------------  ----------------  -----------------------------  ------
Total                     2,250,000                                 50,125
</TABLE>


During the period ended June 30, 2003, we issued 1,300,000 options under the
terms of the 1998 Combined Incentive and Nonqualified stock option plan to
employees, officers and directors.  These stock options have no vesting
provision, with the exercise price at $0.02 and will expire in one year from the
date of issue. On the date of the grant, the market price of the stock was equal
to the exercise price.


Item 3. Defaults upon Senior Securities

None.

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

None.

Item 5. Other Information.

On July 18, 2003, we announced that an internal beta testing of the real money
Skill Poker System to commence on August 1, 2003 following which we are planning
a full scale launch.

In addition, on notice from Microgaming Systems Ltd. that it would be
discontinuing its use of our licensed software, we no longer expect any revenue
from the licensing and marketing of existing gaming software other than that
from skill poker.  There can be no assurances that we will be able to complete
the development of the skill poker system or that we will be able to be
successful in generating any revenue from the licensing of such system.

Item 6. Exhibits and Reports on Form 8-K

Exhibit                          Description
10.1      Acquisition of Patent Pending Technology from Blue Diamond
          International Inc. dated February 13th, 2003
10.2      Master Software Licensing Agreement with Pokersoft Software A.V.V.
          dated March 31st , 2003
10.3      Consulting Agreement with Randy Peterson dated April 10th , 2003
10.4      Consulting Agreement with Ashley V.Redmond dated April 10th , 2003
99.1*     Form S8 dated June 13, 2003
99.2      Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant
          to section 906 of the Sarbanes-Oxley act of 2002 for Marking Glusing,
          President and Acting Chief Financial Officer of the Company
99.3*     Form 8K filed April 9, 2003
99.4*     Form 8K filed April 11, 2003
99.5*     Form 8K filed June 12, 2003
99.6*     Form 8K filed June 17, 2003
* Previously filed with the SEC.


                                                                          Page 5
<PAGE>
-------------------------------------
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                                   Poker.com Inc
                                           ----------------------------
                                                   (Registrant)

      Date   August 7, 2003                    /s/ M. Glusing
           ------------------------       -----------------------------
                                          (Signature)* President

      Date
           ------------------------       -----------------------------
                                          (Signature)*

--------------------------------------------------------------------------------

* Print the name and title of each signing officer under his signatures.

                                  Form 10-QSB



                                                                          Page 6
<PAGE>
                            SECTION 302 CERTIFICATION


I,  Mark Glusing certify  that:

1.   I have reviewed this quarterly report on Form 10-QSB of Poker.com Inc;

2.   Based on my knowledge, this quarterly report does not contain any untrue
     statement of a material fact or omit to state a material fact necessary to
     make the statements made, in light of the circumstances under which such
     statements were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my knowledge, the financial statements, and other financial
     information included in this quarterly report, fairly present in all
     material respects the financial condition, results of operations and cash
     flows of the registrant as of, and for, the periods presented in this
     report;

4.   The registrant's other certifying officers and I are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

     a)   designed such disclosure controls and procedures to ensure that
          material information relating to the registrant, including its
          consolidated subsidiaries, is made known to us by others within those
          entities, particularly during the period in which this quarterly
          report is being prepared;
     b)   evaluated the effectiveness of the registrant's disclosure controls
          and procedures as of a date within 181 days prior to the filing date
          of
          this quarterly report (the "Evaluation Date"); and
     c)   presented in this quarterly report our conclusions about the
          effectiveness of the disclosure controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
     our most recent evaluation, to the registrant's auditors and the audit
     committee of registrant's board of directors (or persons performing the
     equivalent function):

     a)   all significant deficiencies in the design or operation of internal
          controls which could adversely affect the registrant's ability to
          record, process, summarize and report financial data and have
          identified for the registrant's auditors any material weaknesses in
          internal controls; and
     b)   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the registrant's internal
          controls; and

6.   The registrant's other certifying officers and I have indicated in this
     quarterly report whether there was significant changes in internal controls
     or in other factors that could significantly affect internal controls
     subsequent to the date of our most recent evaluation, including any
     corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: August 7, 2003
/s/Mark Glusing

President & Acting CFO


                                                                          Page 7
<PAGE>