UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB (Mark One)

[ X ]  Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
[Fee Required]


For the fiscal year ended
December 31, 2000
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________ to _________
Commission file number 33-7764-C
Interactive Gaming and Communications Corp. Inc.
Exact name of registrant as specified in charter)


Delaware
(State or other jurisdiction of incorporation or organization)
23-2838676
(I.R.S. Employer Identification No.)



1220 Valley Forge Road Bldg #19, Valley Forge PA 19462
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 941-0305


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

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001/par value per share

(Title of class)



Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 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 [X ] No []

As of May 24, 2001, there were 23,084,903 shares of the Registrant's
common stock outstanding.  The aggregate market value of the
Registrant's voting stock held by nonaffiliates of the Registrant was
approximately $2,263,772 computed at the closing price for the
Registrant's common stock on the NASD Bulletin Board on May 24, 2001








TABLE OF CONTENTS








Page

PART I

1.
Business
1
2.
Properties
4
3.
Legal Proceedings
4
4.
Submission of Matters to a Vote of Securities Holders
5

PART II

5.
Market Price for Registrant's Common Equity and Related Stockholder Matters
6
6.
Management's Discussion and Analysis of Financial Condition
      and Results of Operations
8
7.
Financial Statements
10
8.
Changes in and Disagreement with Accountants on
        Accounting and Financial Disclosure
10

PART III

9.
Directors, Executive Officers, Promoters and Control Persons
10
10.
Executive Compensation
10
11.
Security Ownership of Certain Beneficial Owners and Management
10
12.
Certain Relationships and Related Transactions
10

PART IV

13.
Exhibits, Financial Statement Schedules, and Reports on Form 8-K
10

Signatures
11

















PART I




ITEM I.   DESCRIPTION OF BUSINESS


GENERAL


HISTORY AND ORGANIZATION


Interactive Gaming & Communications Corp. formerly,
       Sports International Ltd. the("Company") was incorporated
        in the state of Delaware
in June 1986 under the name of "Entertainment Tonight
        Video Express Ltd." to develop a market for the home delivery
       of video cassette
rentals, which effort was abandoned in November 1987.
        From December 1987 until August 1994, the Company did not conduct any
operations, transactions or business activities.  In August 1994,
        the Company began negotiations to acquire Sports International, Ltd.
(Antigua) and its business from the stockholders of Sports International,
        Ltd. (Antigua), and successfully closed the transaction in October
1994, in accordance with its Plan of Reorganization.



PLAN OF REORGANIZATION

At the Special Meeting of Shareholders held on September 9, 1994, the
        shareholders of the Company approved a Plan of Reorganization
which required; (1) the reverse split of one (1) for four (4) shares
        of the common stock of the Company; (2) the acquisition of Sports
International, Ltd. (Antigua) by the exchange of Stock and Notes;
(3) the election of former officers and directors of Sports International,
Ltd.
(Antigua) to the Board of Directors of the Company, and (4) the
       amendment of the Company's Certificate of Incorporation changing the
Company's name from Entertainment Tonight Video Express Ltd. to
        Sports International, Ltd. Effective March 27, 1996, the Company
changed its name to Interactive Gaming & Communications Corp.
        to reflect its expanding operations.


ACQUISITION - EXCHANGE OF STOCK AND NOTES

None



NATURE OF OPERATIONS

The Company is a holding company publicly trading on the National
         Association of Securities Dealers Automated Over the Counter
(OTC)Market Bulletin Board under the trading symbol "IGAC".  Intersphere
        Communications, Ltd. (PA) ("Intersphere") and Interactive
Gaming Corp. (Delaware) ("IGC"). Each of the Company's subsidiaries
         provides several unique and proprietary products and services to the
emerging Internet, national and international marketplaces.  The Company
        is responsible for supplying its subsidiaries with administrative
and management assistance, accounting, consulting and necessary
        funding to complete projects or initiate endeavors.




Intersphere is a software development, marketing and Internet
215:    Communications Company specializing in the Internet market.
  Intersphere
developed the LiveAction Gaming Platform (formerly known as WiseGuy)
         wagering system, the first wagering system that allows casino
race & sports books to take a wager from a customer over the Internet. The
        LiveAction Gaming Platform was first used by the Company in
1995. Intersphere's revenues are derived from Web Page Development and
         Design, traditional advertising, licensing of the LiveAction
Gaming Platform and the development of other related gaming software
        products and B to B Internet solutions.



INDUSTRY SEGMENTS


The gaming industry is comprised of five separate service industries:
(1) traditional pari-mutuel wagering on horse and dog racing; (2)
casino
and riverboat gambling; (3) lotteries; (4) charitable organization gambling
        (Bingo and Las Vegas Nights); and (5) sports book.

The Company operates in all of the above segments via the Internet/Intranet,
        telecommunications and broadband video streaming utilizing
proprietary software developed by its subsidiaries and joint venture
         affiliates.  The Company derives its revenues from licensing fees and
royalties on its products, advertising revenue from its portal web sites and
         Internet related Business to Business development and design
services.





MARKETING

The Company primarily advertises its products and services during peak
        periods of sporting events (September through April) in both gaming
and gambling related magazines and newspapers. The success of
increased revenues is directly dependent upon the amount of
advertising in
both conventional and Internet markets.







INTELLECTUAL PROPERTY


The Company currently holds no patents. However, the Company has
        applied for US Trademark registration for several of its software
products and marketing.



GOVERNMENT REGULATION

None


FUTURE DEVELOPMENTS

The Company plans to develop an Internet/Intranet based pari-mutuel
         wagering system for the thoroughbred horse racing and greyhound
racing industry. The system, when completed, will offer to pari-mutuel
         operators the ability to Broadband video stream its live races to its
customer while at the same time making a wager. The system will be
        designed to replace existing pari-mutuel systems while at the same time
interface with existing systems until replacement can be effectively
       accomplished. The finished product will be marketed to Horse tracks,
Greyhound tracks and Jai-Lai facilities worldwide through its subsidiary IGC.



EMPLOYEES

As of December 2000, the Company had 4 full-time employees:
        1 software engineer; 1 marketing personnel; 2 HTML writer.  The Company
also utilizes full-time and part-time consultants on an as-needed
basis.  None of the company's employees are represented by a labor union
and the Company believes its relations with its employees are satisfactory.




BACKLOG


The nature of the Company's business does not involve any backlog.




INSURANCE

The Company maintains general liability and workers' compensation
insurance, which covers injury to employees.




COMPETITION


Many segments of the Internet, Internet gaming and pari-mutuel
wagering industry are characterized by intense competition, with a large
number of companies and syndicates offering similar wagering
        systems, Business to Business and Internet solutions. These entities,
        in most
instances, have vastly greater resources than the Company.


The Company estimates that there are several companies that offer
similar  Internet/intranet casino race & sports book products.  However,
since the majority of these enterprises are privately owned, and
330:    financial information is not publicly available, the Company
 is unable to
evaluate its position among its competitors.


ITEM 2. DESCRIPTION OF PROPERTIES



Leases

The Company leases office space in  Valley Forge,  Pennsylvania
        on a month to month basis. Rental expense under operating leases was
$ 41,023 and $  46,088 in 2000 and 1999, respectively.





ITEM 3.  LEGAL PROCEEDINGS

In May, 2001, the Company was named as a defendant in the
351:    United States Bankruptcy Court, District of New Jersey
in connection with the
alleged fraudulent transferor of assets in connection with the
         contemplated business combination of the Company with an entity whose
principal assets were formerly owned by Century Industries, Inc.
         The Company denies liability in all respects and vigorously intends to
defend.   In addition, the Company believes that the outcome of the
         litigation will not in any event have a material adverse effect on the
Company's financial condition or results of operations.

The Company has filed suit against International Gaming to collect
         payments due under a $4,990,000 note representing payment for the
capital stock of Sports International, Inc. and Global Casinos, Inc.
        (Note 19).  International Gaming has filed an Answer and Counterclaim
asserting there were material misstatements, misrepresentations
365:    and omissions from the warranties and representations
 provided under the
Stock Purchase Agreement between the two Companies.  The
367:    Company has been advised by competent legal counsel that they will
receive a
judgment, though collection of the amount owed is still uncertain.




The Company was sued by, among others, Empire Corporation ("Empire"),
who claimed the Company improperly terminated an alleged Joint Venture
Agreement, appropriated certain funds belonging to Empire under the
        agreement and otherwise refused to pay monies due to Empire.
Empire
also asserted claims of fraud and breach of fiduciary duty.  An answer,
        new matter and counterclaim has been filed by the Company asserting
that the Agreement had been properly terminated and that funds are
        due the Company from Empire.  Empire claims damages in excess of
$160,000 as well as punitive damage in the amount of $1,000,000.
        The Company's counterclaim seeks damages in excess of $95,000.



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



None





























PART II


ITEM 5.  MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

After the Company completed a Plan of Reorganization, its Common
       Stock resumed trading on the National Association of Securities
Dealers Automated Over the Counter Market (OTC) Bulletin Board on December 19,
1994, under the trading symbol "SBET".  The following table sets forth
high and low closing sales prices (in dollars) for the Company's
        Common Stock, as reported on the Bulletin Board, since trading resumed.





2000
1999
1998

High
Low
High
Low
High
Low
First Quarter


2.25
 .18
 .21
 .13
Second Quarter
0.8438
0.1094
 .875
 .35
 .16
 .11
Third Quarter
0.1875
0.125
1.25
 .3125
 .44
 .13
Fourth Quarter
0.0938
0.0156
1.41
 .49
 .08
 .05


On May 24, 2001 the last reported sales price for the Common Stock was
$0.03.



On May 24, 2001 the Company had approximately 1550 shareholders.



DILUTION AND ABSENCE OF DIVIDENDS


The Company has not paid any cash dividends on its common stock in the
past and does not anticipate paying any such cash dividends in
the foreseeable future.  Earnings, if any, will be retained to finance future
growth.  The Company may issue shares of its common stock in private
        and/or public offerings to obtain financing, capital, or to acquire
other businesses that can improve the performance and growth of
         the Company.  Issuance/sales of substantial amounts of common stock
could adversely affect prevailing market prices in the Common Stock
        of the Company.










DESCRIPTION OF THE COMPANY'S SECURITIES


Common Stock

The authorized capital stock of the Company consists of 75,000,000
        shares, $.001 par value ("Common Stock"), of which 23,084,903 shares
are issued and outstanding as at May 24, 2000.

Approximately 10,807,369 shares of Common Stock issued in
        connection
with the reverse merger acquisition, conversion of Notes, and for
520:    certain services and the gaming license are "restricted" shares,
as such term
is used in Rule 144 of the Securities Act of 1933, as amended.

The holders of Common Stock are entitled to one vote per share for the
election of directors and all other purposes and do not have cumulative
         voting rights.  The holders of Common Stock are entitled to receive
dividends when, as, and if declared by the Board of Directors and, in
the event of the liquidation by the Company, to receive prorata all assets
remaining after payment of debts and expenses.  Holders of the
        Common Stock do not have any pre-emptive or other right to subscribe
         for or
purchase additional shares of capital stock.  All the outstanding
        shares of Common Stock are fully paid and non-assessable.


SALE OF UNREGISTERED COMMON STOCK AND COMMON STOCK WARRANTS

Effective June 26, 1996, the Company entered into a stock and warrant
purchase agreement with a software developer and issued 375,000 shares
of restricted common stock for $750,001 and a common stock purchase
warrant for $1,000.  The common stock purchase warrant is for 100,000
shares at a purchase price of $1.00 per share and expires on June 30,
2001.  The Company's private offering represented 3.3% of the
	outstanding common stock at June 26, 1996.

On October 11, 1996, the Company issued 254,474 shares of restricted
common stock in settlement of accounts payable of $508,947 incurred in
the development of the "Virtual Casino" software.

On June 30, 1997, the Company issued 29,250 shares of restricted
         common stock in settlement of service of $42,000 rendered in the
development of the "Virtual Casino" software.

On May 25,1999 the company issued a warrant for 4,000,000
        shares of the Company's common stock at a purchase price of
        $0.01 per share
and
expires on December 31, 2004. The warrants were issued in connection
with the Company's sale Gamblenet Technologies, Ltd. ("Gamblenet") for
$2,600,000 consisting of $140,000 in cash and a five year note for
$2,500,000.

On December 30, 1999 the Company issued 7,500,000 shares of restricted
common stock pursuant to an agreement entered into on June 22,
	1999 with Century Industries, Inc. ("Century"). The agreement calls for
certain control block shareholders of Century to sell to the Company
        53.26%  of Century's issued and outstanding Class A shares in exchange
for the Company's common stock. As of May 24, 2000 the deal has not
        been completed. However, the Company anticipates the finalization
of the Century acquisition to take place in the immediate future.


Preferred Stock

In May 1995, the shareholders approved an amendment of the Company's
Certificate of Incorporation to authorize the issuance of up to
10,000,000 shares of preferred stock. The amendment permits the
        Board of Directors to issue from time to time authorized but unissued
shares of preferred stock and to fix and determine the terms, limitations,
         relative rights and preferences of such shares.


On December 30,1999 the company's Board of Directors, in
       connection with the Century control block acquisition, have approved the
issuance of 1,000,000 shares of Series A Voting Convertible Preferred
        stock with each share having the equivalent of fifteen (15) common
stock votes. The shares may be converted into shares of the Company
         at 15 shares Common stock for every 1 share Preferred. At December
31, 1999, no preferred stock of the Company had been issued.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS



RESULTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 2000 AND 1999

The continuing operations for the Company as restated for both
years and as discussed prospectively herein reflect licensing
 fees, royalties
and other revenues earned from traditional advertising sources
603:    and Internet related development and design fees.  Accordingly,
such revenues
for 1999 were $1,199,400 as compared to $666,123 for 2000. The
        decrease in revenues for 2000 resulted from a decrease in software
licensing agreements. Licensing and royalties fees for gaming and
        software licenses accounted for 65% of the revenues in 1999. The
remaining revenues were generated from advertising and other
Internet related services.  Expenses from continuing operations
decreased
from $1,675,305 in 1999 to $ 1,353,394 mainly as a result of a
reduction in personal for ongoing system development and
decreased charges
for depreciation and doubtful accounts in 1999 amounting to
       $313,496. In addition, in 1999 the Company obtained computer equipment
under noncancelable leases.

LIQUIDITY AND CAPITAL RESOURCES

The Company's working capital deficit increased by $ 352,136, from
        $1,203,035 in 2000 to $850,899 in 1999. The increase was a result of
trying to develop further casino games.

Further cost reductions and anticipated revenue growth from
        licensing as
described in the Prospective Outlook discussion that follows should
          contribute to a gradual increase in the working capital deficit.

If the outlook for greater revenues and reduced expenditures
does not meet its goals, then the Company will seek joint
venture partners or
private placement funding to obtain capital to meet current working
capital demands.  The continuation of the Company in its present
form is
dependent upon its ability to obtain additional financing, if needed,
           and the eventual achievement of sustained profitable operations.
Although there can be no assurances that the Company will be able
        to obtain such financing in the future, the Company did demonstrate its
ability to obtain such financing in 1996 with its strategic alliances
636:    to develop new proprietary products and the sale of Sports
 and Casinos in
1998.  However, there are no assurances that management's future
actions will be successful or, if they are not successful, that the Company
would be able to continue as a going concern.


INFLATION

Inflation has not had a significant impact on the Company's comparative
results of operations.

PROSPECTIVE OUTLOOK

Certain matters discussed in this section contain forward-looking
        statements, including without limitation, statements containing the
Company's future revenue and earnings.  These forward-looking
        statements involve risks and uncertainties, which could cause
         actual results
to differ materially from those projected.

On February 23, 1999, the Company and Century Industries, Inc.
        ("Century") entered into a joint effort agreement and formed Gamblenet
Technologies, Ltd. ("Gamblenet"). The Company and Century each
        own 50% of Gamblenet's initially outstanding common shares.  In
exchange for the Company's 50% interest, the Company licensed
         certain gaming and software licenses to Gamblenet along with 4,000,000
restricted shares of the Company's Common Stock, which have been
         reserved for, but have not been issued.

On June 22, 1999, the Company entered into a majority acquisition
        and parent/subsidiary relationship agreement with Century Industries,
Inc. ("Century").  The agreement calls for certain control block
         shareholders
of Century to sell to the Company 53.26% of Century's issued and
         outstanding shares in exchange for 7,500,000 shares of the Company's
common stock. The Company expects to complete the transaction
         in the immediate future.

The Company will focus its efforts on software development such as
         pari-mutuel wagering platform for Internet/Intranet horse racing and
licensing its proprietary products and exclusive licensing privileges
        for future revenues.  The Company has effectively exited the Internet
gaming business involving the acceptance of customers' wagers with
         the sale of its gaming subsidiaries Sports and Casinos in March 1998
and will be engaged principally in its gaming and entertainment
         software development business.

ITEM 7. FINANCIAL STATEMENTS

The Financial Statements attached to this Report on Form
         10KSB as pages F1 - F20 are incorporated herein by reference.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH
        ACCOUNTANT ON ACCOUTNING AND FINANCIAL
DISCLOSURES

None

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

ITEM 10.  EXECUTIVE COMPENSATION

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


PRINCIPAL SHAREHOLDERS


The table below sets forth information as to each person owning
       of record or who was known by the Company to own beneficially more than
5% of the 23,134,903 shares of issued and outstanding Common
        Stock of the Company as of December 31, 2000 and information as to the
ownership of the Company's Common Stock by each of its directors
        and executive officers and by the directors and executive officers as a
group.  Except as otherwise indicated, all shares are owned directly,
       and the persons
named in the table have sole voting and investment power with
         respect to shares shown as beneficially owned by them.


Name and Address of Beneficial Owner
        Nature of Ownership	Number of shares	Percent

Michael F. Simone
4065 RedBud Lane
Doylestown, PA 18901				Common Stock
Direct	 		   4,487,713		 19.4%

Joseph Mustilli
1220 Valley Forge Road
Valley Forge, PA 19482			Common Stock		   1,000.000		   0.4%

Lawrence Elliot Hirsch
Park Town Place #1111
22nd & Parkway
Philadelphia, PA 19104         		Common Stock		    1,000,000		   0.4%

Harvey A. Carr
1220 Valley Forge Road
Valley Forge, PA 19482
 						Common Stock		   300,000		 0.01%


All Executive Officers and
Directors, as a Group
(4 Persons)

 6,787,713
24.4%


PART IV

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K











SIGNATURES


Pursuant to the requirements of section 13 or 15(2) 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 thereunto duly
authorized.



Interactive Gaming and Communications Corp.


Dated:  May 24th, 2001






By:

/s/ Lawrence Elliott Hirsch
Lawrence Elliott Hirsch
 President and Chief Executive Officer













SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FINANCIAL STATEMENTS AND SCHEDULES

DECEMBER 31, 2000 AND 1999



FORMING A PART OF ANNUAL REPORT
PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934



INTERACTIVE GAMING & COMMUNICATIONS CORP.



INTERACTIVE GAMING & COMMUNICATIONS CORP.
Index to Financial Statements








Page
Report of Independent Certified Public Accountants
F-3
Consolidated    Balance Sheet at December 31, 2000 and 1999
F-4
Consolidated   Statements of Losses for the two years ended
      December 31, 2000 and 1999

F-5
 Consolidated Statements of  Stockholders' Equity for the two
      years ended December 31, 2000 and 1999

F-6
  Consolidated  Statement of Cash Flows for the two years ended
       December 31, 2000 and 1999

F-7
  Notes to Consolidated Financial Statements
F-8 - F-19



































STEFANOU & COMPANY, LLP
CERTIFIED PUBLIC ACCOUNTANTS
1360 Beverly Road
Suite 305
McLean, VA  22101-3621
703-448-9200
703-448-3515 (fax)
Philadelphia, PA

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors
Interactive Gaming & Communications Corp.
Valley Forge, Pennsylvania

777:    We have audited the accompanying consolidated balance sheet
       of Interactive Gaming & Communications Corp. and its subsidiaries at
December 31, 2000 and 1999 and the related consolidated
        statements of losses, stockholders' equity 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
910:    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 audits
provide a reasonable basis for our opinion.

788:    In our opinion, the consolidated financial statements referred
       to above present fairly, in all material respects, the financial
       position of
Interactive Gaming & Communications Corp. and its subsidiaries
        as of December 31, 2000 and 1999, and the results of their
        operations and
their cash flows for the years  then ended in conformity with
        generally accepted accounting principles.

The accompanying consolidated financial statements have
        been prepared on a going concern basis, which contemplates
        continuity of
operations, the realization of assets and the satisfaction of
         liabilities in the normal course of business.  As discussed in
          Note B to the financial
statements, the Company has negative working
        capital at December 31, 2000  and negative cash flows
        from operations for the years ended
December 31, 2000 and 1999 .   The Company will need to
        seek other financing or generate sufficient cash flows to pay
        the current liabilities of
continuing operations.  The Company incurred a loss from
        continuing operations of $ 687,255   in 2000 and $ 443,372
        in 1999 and there is no
assurance that profitable operations will be achieved in the
        future.  These factors, among others, raise substantial doubt abo
         t the Company's ability
to continue as a going concern.  The consolidated financial
        statements do not include any adjustments that might result
         from the outcome of this
uncertainty.



/s/ STEFANOU & COMPANY, LLP
        Stefanou & Company, LLP
        Certified Public Accountants



McLean, Virginia
May 14, 2001
F-3


INTERACTIVE GAMING & COMMUNICATIONS CORP.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2000 AND 1999

2000
1999
ASSETS


Current assets:


	Cash and equivalents
$              -
$      47,301
	Accounts receivable, net of allowance for doubtful accounts of
              $ 0 and  $ 25,550, respectively

2,975

18,798
	Other accounts receivable
                -
           6,460
             Total current assets
2,975
72,559
 Property and equipment, at cost, net of accumulated
        depreciation and    amortization

144,710

224,585
Other assets:


  Systems development costs, net of accumulated amortization
1,037,399
1,202,616
	Gaming and software licenses, net of accumulated amortization
303,916
342,537
              Security deposits and other assets
                -
          1,118

$   1,489,000
$    1,843,415



LIABILITIES AND STOCKHOLDERS' EQUITY





Current liabilities:


              Cash disbursed in excess of available balances
$      8,734
$                 -
	Current portion of long-term debt  (Note E)
258,740
      352,714
	Current portion of capitalized lease obligation (Note H)
39,166
21,747
	Accounts payable and accrued expenses
     899,370
         548,997
		Total current liabilities
1,206,010
923,458
Long term debt, less current liabilities ( Note E)
-
81,026
Long term portion of capitalized lease ( Note  H)
-
            36,713



STOCKHOLDERS' EQUITY :


Preferred stock, 10,000,000 shares authorized none issued
-
-
Common stock, $0.001 par value, 75,000,000
        shares authorized, 23,134,903 issued and
outstanding  at December 31, 2000; 23,084,903 shares
         issued and outstanding at December
31, 1999


23,135


23,085
Additional paid-in capital
5,462,839
7,464,184
Subscription and note receivable
(1,875,000)
(4,044,322)
 Deficiency  in retained earnings
   (3,327,984)
  ( 2,640,729)
	              Total stockholders' equity
       282,990
       802,218

$    1,489,000
$   1,843,415

See accompanying notes to consolidated financial statements
F-4






INTERACTIVE GAMING & COMMUNICATIONS CORP.
CONSOLIDATED STATEMENTS OF LOSSES
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999










2000
1999



Revenues:


            Software licensing and fees
$       666,123
$   1,199,400



Operating expenses:


Selling, general and administrative
1,042,667
1,350,359
Interest expense
27,120
37,000
Depreciation and amortization
      283,607
         287,946

1,353,394
1,675,305
 Other Income


          Interest income and other income
              16
      32,533

16
32,533
Loss from continuing operations, before income taxes, discontinued operations
and extraordinary item

(687,255)

(443,372)
          Provision for income taxes
                 -
               -
Loss from continuing operations, before continued operations and extraordinary
item

(687,255)

(443,372)
 Loss before extraordinary item
-
(443,472)
Extraordinary item- forgiveness of debt,
           net of related                 income taxes

                 -

    115,509
Net Loss
$ (687,255)
$    (327,863)



Net loss per common share ( Note J):


Basic and diluted:


             Loss from continuing operations
$          (0.03)
$      (0.02)
             Extraordinary income
0.00
0.00
             Net loss per share
$          (0.03)
$   (0.02)



Weighted  average common  shares outstanding:


            (Basic and assuming dilution)
23,097,400
18,696,615






See accompanying notes to consolidated financial statements
F-5


INTERACTIVE GAMING & COMMUNICATIONS CORP.
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999


Common
Shares


Amount
Additional
Paid In
Capital
Deficiency in
Retained
Earnings

Note Receivable


Total
Balance at December 31, 1998
 13,701,290
$      13,701
$        2,676,296
$        (2,312,866)
$                -
$       377,131







Sale of warrant ( Note I)


2,628,000

(2,169,322)
                458,678
Shares issued in exchange for
services

1,883,613

1,884

292,388

-

-

294,272
Shares issued in connection with
acquisition ( Note K)

7,500,000

7,500

1,867,500

-

(1,875,000)

-
Net loss, 1999
                -
                    -
                      -
            (327,863)
                   -
      (327,863)
Balance at December 31, 1999
23,084,903
         23,085
       7,464,184
     (2,640,729)
   (4,044,322)
       802,218
Warrants issued in exchange for debt

-

-

165,527

-

-

165,527
Shares issued in exchange for
services

50,000

50

2,450

-

-

2,500
Write-off of subscription receivable
(Note I)

-

-

(2,169,322)

-

2,169,322

-
Net loss. 2000
                   -
                  -
                   -
           (687,255)
                  -
    (687,255)
Balance at December 31, 2000
23,134,903
$      23,135
$    5,462,839
$    (3,327,984)
$  (1,875,000)
$        282,990



































See accompanying notes to consolidated financial statements
F-6




INTERACTIVE GAMING & COMMUNICATIONS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999


2000
1999
Cash flows from operating  activities:


   Net loss
   $   (687,255)
 $     (327,863)
   Adjustments to reconcile net loss to net cash
    	(used in) provided by operating activities:


   Depreciation and amortization
283,607
287,946
   Common stock issued for services
2,500
294,272
   (Increase) decrease in assets:


	Accounts receivable
15,823
          (11,864)
	Other assets
7,578
       1,118
   Increase (decrease) in liabilities,


	Accounts payable and accrued expenses
    350,192
        (442,125)
Net cash (used in)provided by operating activities
(27,555)
        (198,516)



Cash flows from investing activities:


   Purchase of equipment  and software
              -
      (276,291)
Net cash used in investing activities
-
(276,291)
Cash flows from (used) financing activities:


   Cash disbursed in excess of available bank balances
8,734
-
   Payments of notes payable
(175,000)
        (190,479)
   Proceeds from notes payable, net
165,814
    187,718
   Proceeds form capital lease obligation, net
-
60,483
   Payments of capitalized leases, net
(19,294)

   Proceeds from warrant
              -
     458,678
Net cash from (used in) financing  activities
       (19,746)
(516,400)
Increase (decrease) in cash
(47,301)
41,593



Cash at beginning of year
        47,301
       5,708



Cash at end of year
 $             -
$          47,301



Supplemental disclosures of  cash flow information


  Cash paid during the year for interest
   $    26,774
 $       26,774
  Cash paid during the year for taxes
-
-
   Warrants issued in exchange for debt
165,527
-
   Common stock issued for services
2,500
294,272
  Assets purchased under capital lease obligation, net
-
60,483




See accompanying notes to consolidated  financial statements
F-7


INTERACTIVE GAMING & COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999


NOTE A- SUMMARY OF ACCOUNTING POLICIES

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

Basis of Presentation

The consolidated financial statements include the
           accounts of Interactive Gaming & Communications C
           orp., the "Company" and its  wholly-
owned subsidiaries, Play For Fun, Inc., Global Gaming
          Corp ("Global") and Intersphere Communications, Ltd.
         (PA Corp.) ("Intersphere").
Significant intercompany transactions have been eliminated in consolidation.

Financial Instruments

The carrying amounts of cash, accounts receivable, notes
           payable, long-term debt, and accounts payable
          approximate fair value at December 31,
2000 and 1999.

System Development Costs

The Company capitalizes the cost of developing certain
           software products it plans to market in accordance with
           Statement of Financial
Accounting Standards No. 86, "Accounting for the Costs
           of Computer Software to be Sold, Leased, or Otherwise
           Marketed" (Note D).
Amortization is computed on an individual product basis
          and is the greater of: (a) the ratio of current gross revenues
           for a product to the total
amount and anticipated future gross revenues for the
          product or (b) the straight-line method over the estimated
         economic life of the product.  The
Company is using an estimated economic life of ten years.

Gaming and Software Licenses

Through its subsidiaries Global and Intersphere, the Company
           licenses its gaming operations and sports wagering software
            The Company has
valued these licensing agreements at their fair value as
            determined by the present value of anticipated future cash
             flows.  Amortization is provided
using the straight-line method over 10 to 12 years and was
$ 38,591 and   $  42,247 in 2000 and 1999 , respectively.
           Accumulated amortization at December 31, 2000 was $81,732.


Revenue Recognition

Software revenue is recognized when an arrangement exists,
           installation has occurred, fees are determinable and collection
           is probable.

F-8





INTERACTIVE GAMING & COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999


NOTE A- SUMMARY OF ACCOUNTING POLICIES (continued)

Property and Equipment

For financial statement purposes, property and equipment are
          depreciated using the straight-line method over their estimate
           d useful lives (five
years for furniture, fixtures and equipment). .  Depreciation and
            amortization expense for 2000 and 1999 was $ 287,942 and
            $ 31,770,
respectively.  An accelerated method of depreciation is used for
            tax purposes. Property and equipment at December 31, 2000 and
            1999 is
comprised of the following:


2000
1999
Furniture and fixtures
$        19,521
$         19,521
Machinery & equipment
269,161
269,161
Computer software
4,780
4,780
Transportation equipment
       97,789
      97,789

391,251
391,251
Less: accumulated depreciation and amortization
   (246,541)
  (166,666)

$   144,710
$     224,585


Income Taxes

The Company accounts for income taxes in accordance
           with Statement of Financial Accounting Standards No. 19
           1, "Accounting for Income
Taxes."  Under the method, deferred tax assets and liabilities
           are determined based on differences between the financial
           reporting and tax basis of
assets, and liabilities are measured using the enacted tax
           rates expected to be in effect when the differences are settled.

Cash Equivalents

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

Long-Lived Assets

The Company accounts for its long-lived assets under the
            provision of Statement of Financial Accounting Standards
          No. 121 Accounting for the
Impairment of Long-Lived assets and for Long-Lived
            Assets to be Disposed of (SFAS 121).




F-9





INTERACTIVE GAMING & COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999

NOTE A- SUMMARY OF ACCOUNTING POLICIES (continued)

The Company's long-lived  assets are reviewed for impairment
           whenever events or changes in circumstances indicate that the
          carrying amount of
such assets may not be recoverable.  Events relating to
           recoverability may include significant unfavorable changes in
               business conditions, recurring
losses, or a forecasted inability to achieve break-even operating
           results over an extended period.  The Company evaluates the
            recoverability of long-
lived assets based upon forecasted undercounted cash flows.
           Should an impairment in value be indicated, the carrying
            value of intangible assets
will be adjusted, based on estimates of future discounted
           cash flows resulting from the use and ultimate dispositi
            on of the asset.

Stock Based Compensation

The Company accounts for stock based compensation
            using the intrinsic value method prescribed in Accounting
            Principle Board Opinion No. 25,
"Accounting for Stock Issued to Employees." The Company has
adopted the disclosure-only provisions of Statement of Financial
 Accounting
Standards No. 123,  "Accounting for Stock Based Compensation"
           with respect to options and warrants granted to employees.

Advertising

The Company follows the policy of charging the costs of
           advertising to expenses incurred.  Advertising costs charged to
             expenses in 2000 and
1999  was $ 42,364 and  $ 27,437,  respectively.

Use of Estimates

The preparation of financial statements in conformity with
            generally accepted accounting principles requires management
             to make estimates
and assumptions that affect certain reported amounts and
          disclosures.  Accordingly actual results could differ from
          those estimates.

The Company has recognized the value of its gaming and
            software licensing agreements based on the anticipated
             future revenues.  Additionally,
the Company believes that certain capitalized software development
1710:    costs are also recoverable through anticipated future revenues.  These
anticipated future revenues are management's best estimates of
              future cash flows to be derived from these products.  The
              Company's value of
these products is based on certain assumptions management
           has made based on information available at December 31, 2000.
            Capitalized
software development costs of approximately $ 1,652,149 at
            December 31, 2000 are still under development and
             realization will be dependent
upon the ability to market the software.  It is reasonably possible
           that these estimates and assumptions may change within one
            year from the
balance sheet date based on changes in operations and revenues.

Concentrations of Credit Risk

Financial instruments and related items which potentially
              subject the Company to concentrations of credit risk
          consist primarily of cash, cash
equivalents and trade receivables.  The Company places its
           cash and temporary cash investments with high credit qua
           lity institutions.
F-10





INTERACTIVE GAMING & COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999


NOTE A- SUMMARY OF ACCOUNTING POLICIES (continued)

At times, such investments may be in excess of the FDIC
          insurance limit. The Company has a broad customer base
          and it routinely assesses
the financial strength of its customers. The Company
           periodically reviews its trade receivables in determining
            its allowance for doubtful
accounts.  The allowances for doubtful accounts was  $ 0
           and  $25,550 at December 31, 2000 and 1999, respectively..

Earnings Per Share

The Company has adopted Statement of Financial Accounting
            Standard No. 128, "Earnings Per Share," specifying the
            computation,
presentation and disclosure requirements of earnings per
          share information.  Basic earnings per share has been calculated
           based upon the
weighted average number of common shares outstanding.
           Stock options and warrant's have been excluded as
          common stock equivalents in
the diluted earnings per share because they are either
           antidilutive, or their effect is not material.

Comprehensive Income

Statement of Financial Accounting Standards No.130,
           "Reporting Comprehensive Income" ("SFAS 130"),
           establishes standards for reporting and
display of comprehensive income, its components and
            accumulated balances. Comprehensive income is
          defined to include all changes in equity
except those resulting from investments by owners and
           distributions to owners. Among other disclosures, SFA
          S 130 requires that all items that are
required to be recognized under current accounting
           standards as components of comprehensive income
            be reported in a financial statement that is
displayed with the same prominence as other financial
           statements. The Company adopted SFAS 130 during the
            year ended December 31, 1998 and
has no items of comprehensive income to report.

New Accounting Pronouncements

The Company adopted Statement of Financial Accounting
           Standards No. 132, Employers' Disclosures about Pension
           and Other -Post Employment
Benefits ("SFAS 132") in the year ended December 31, 1999.
           SFAS No. 132 establishes disclosure requirements
           regarding  pension and post
employment obligations. SFAS No. 132 does not effect
           the Company as of   December 31, 1999.

The Company adopted Statement of Financial Standards
           No. 133, Accounting for Derivative  Instruments and for
            Hedging Activities ("SFAS No.
133") in the year  ended December 31, 1999. SFAS
            No. 133  requires that certain derivative instruments b
             e  recognized in balance sheets at fair
value and for changes in  fair value to be recognized in
            operations. Additional guidance is also provided to
           determine when hedge  accounting
treatment is appropriate whereby hedging gains and losses
           are offset by losses and gains related directly to the
           hedged item. SFAS No. 133's
impact   on the Company's consolidated financial
           statements is not expected to be material as the Company
              has not historically  used derivative and
hedge instruments.

F-11


INTERACTIVE GAMING & COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999


NOTE A- SUMMARY OF ACCOUNTING POLICIES (continued)


In December 1999, the Securities and Exchange Commission
           issued Staff Accounting Bulletin No. 101 (" SAB 101"), Revenue
           Recognition in
Financial Statements, which will become effective December 31
          2000.  The Company does not expect the standard to have a materia
           l effect on its
financial condition or operating results.

In March 2000, the Financial Accounting Standards Board
            issued interpretation No. 44 ("FIN 44"), "Accounting for Certain
            Transactions Involving
Stock Compensation, an Interpretation of APB Opinion No. 25".
            FIN 44 clarifies the application of APB No. 25 for (a) the
             definition of employee
for purposes of applying APB No. 25, (b) the criteria for determin
           ing whether a plan qualifies as a noncompensatory plan,
            (c) the accounting
consequences of various modifications to previously
            fixed stock option or award, and (d) the accounting for an
              exchange of stock compensation
awards in a business combination. FIN 44 is effective
           July 2, 2000 but certain conclusions cover specific events th
           at occur after either December 15,
1998 or January 12, 2000. The adoption of FIN 44 did not
            have an affect on the Company's financial statements but
            may impact the accounting for
grants or awards in future periods

Reclassifications

Certain balances and amounts in the 1999  financial
           statements have been reclassified to conform with the
            2000 presentation.

NOTE B- 	BASIS OF PRESENTATION AND CERTAIN SIGNIFICANT RISKS AND UNCERTAINTIES

The accompanying statements have been prepared on a
           going concern basis, which contemplates the realizatio
            n of assets and the satisfaction of
liabilities in the normal course of business.  As shown
             in the financial statements during the years ended
            December 31, 2000 and 1999 , the
Company incurred loses from operations of $ 687,255 and
             $ 443,372,  respectively.  These factors among others may
             indicate that the Company
will be unable to continue as a going concern for a
           reasonable period of time.

The Company's existence is dependent upon management's
           ability to develop profitable operations and resolve it's liquidity
            problems.
Management anticipates the Company will attain profitable
           status and improve it liquidity through the continued developing,
            marketing and selling
of its products and additional equity investment in the Company.
         The accompanying financial statements do not include any
          adjustments that might
result should the Company be unable to continue as a going concern.

The Company had a working capital deficiency of $  1,203,035
             at December 31, 2000 , and negative cash flows from operating
             activities of $
27,555 and $ 198,516 in 2000  and 1999, respectively. The
            Company continues to seek other financing or generate sufficie
            nt cash flows to pay
the current liabilities of continuing operations. These factors,
            among others, indicate the Company's ability to continue in
          existence is dependent


F-12


INTERACTIVE GAMING & COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999

NOTE B- BASIS OF PRESENTATION AND CERTAIN
           SIGNIFICANT RISKS AND UNCERTAINTIES (continued)

upon favorable governmental regulations, its ability to
            achieve adequate profitable operations and/or obtain
         additional debt or equity financing.
The financial statements do not include any adjustments
           relating to the recoverability and classification of recorded
            assets amounts that might be
necessary should the Company be unable to continue in
           existence.

Management anticipates generating revenue and cash
            flows from its software licensing agreements.
           Additionally, management plans to continue
to refine its operations, control expenses, evaluate
           alternative methods to conduct its business, and seek
            available and attractive sources of debt or
equity financing through a combination of a private placement
          , and sharing of development costs, or other resources.
           There can be no assurance
that the Company's efforts will be successful. If operations
            and cash flows continue to improve through these efforts,
             management believes
that the Company can continue to operate.  However, no
           assurance can be given that management's actions will
            result in profitable operations
or the resolution of its liquidity problems.


NOTE C-	RELATED PARTY TRANSACTIONS

Included in accounts payable and accrued expenses is
           $ 99,045 and $55,369 at December 31, 2000 and 1999,
         respectively, which represents
advances from stockholders or officers of the Company.
          No formal agreements or repayment terms exist. In
         December 1999, the Company
issued an aggregate of 5,000,000 warrants to purchase
            the Company's common stock at $.001 per share to
           certain Company shareholders who
had previously advance funds to the Company in exchange
            for those obligations totaling $ 165,527.


NOTE D- SYSTEMS DEVELOPMENT COSTS

In May 1995, the Company signed a definitive letter of
            intent with a major software developer to produce and mark
             et a "Virtual Casino" by
offering its customers the opportunity to play classic
             casino games, such as blackjack, craps, roulette, baccarat
           and slot machine games, on
their personal computers using the Internet World
             Wide Web, with the Company managing the wagering.
           Additionally in September 1996,
the Company entered into a software development and
           licensing agreement with another software developer
           to develop a "Global Casino" to
provide services similar to the above on a state-of-the-
          art operating platform.

After the economic and technical feasibility of the projects
            had been established, the Company began funding them.
            Costs incurred subsequent to
the establishment of technological feasibility and directly
            related to the project have been capitalized. Capitalized
          project costs were $1,652,149 at
December 31, 2000.  The "Global Casino" project was
completed in 1997 and amortization expense was $ 119,104
and $ 165,215 in 2000 and
1999, respectively.  Accumulated amortization was $ 284,319
          at December 31, 2000.  As management has made estimates
          in determining the net
realizable value of system development costs, it is
            reasonably possible that these values will change
             in the near term.

F-13





INTERACTIVE GAMING & COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999

NOTE E- LONG TERM DEBT

Long-term debt at December 31, 2000 and 1999 consists of the following:


2000
1999
Bank loan payable in monthly installments of  accrued interest at the
bank's prime lending rate plus 1% .The note is unsecured  and guaranteed
by a Company officer and Director.


$   199,929


$     195,980
Bank loan payable in monthly installments of $ 4,606, plus accrued interest
at the bank's prime lending rate plus 1.5%  The note is guaranteed by a
Company officer and Director and collateralized by 1,000,000 shares of
company stock owned by the Company's President.




 58,811




68,403
Shareholder  loan  payable in monthly installments of  $950 including
interest at  9.75 % per annum, unsecured

-

41,444
Shareholder  loan  payable in monthly installments of  $950 including
interest at  9.75 % per annum, unsecured

-

41,848
Shareholder demand note  payable, interest at bank prime lending  rate,
plus 1.5%, unsecured

             -

      86,065

258,740
433,740
Less current portion
258,740
    352,714
Long-term debt
$            -
$     81,026




















F-14




INTERACTIVE GAMING & COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999

NOTE F-	INCOME TAXES

The Company has adopted Financial Accounting Standard
           number 109 which requires the recognition of deferred
            tax liabilities and assets for
the expected future tax consequences of events that have
            been included in the financial statement or tax returns.
          Under this method, deferred
tax liabilities and assets are determined based on the
            difference between financial statements and tax base
           s of assets and liabilities using
enacted tax rates in effect for the year in which the
          differences are expected to reverse.  Temporary differences
          between taxable income
reported for financial reporting purposes and income
           tax purposes are insignificant.

For income tax reporting purposes, the Company's aggregate
             unused net operating losses approximate   $ 3,200,000
           which expire through 2015.
The deferred tax asset related to the carryforward is
            approximately $ 1,088,000.   The Company has provided
             a valuation reserve against the full
amount of the net operating loss benefit, since in the
             opinion of management based upon the earning hist
            ry of the Company, it is more likely than
not that the benefits will be realized.

Components of deferred tax assets as of December 31, 2000 are as follows:

Non Current:
	Net operating loss carryforward	$    1,088,000
	Valuation allowance		     (1,088,000)
Net deferred tax asset		$                  -


NOTE G-STOCK OPTION PLANS


The following table summarizes the changes in options
           outstanding and the related prices for the shares of the
          Company's common stock
issued to a former Officer of the Company .

						Number       Weighted Average	    Number of
						of shares          Exercise Price	Shares Exercisable
Outstanding at December 31, 1998
      50,000
       $         -
    50,000
Granted
-
-

Exercised
-
-
-
Cancelled
     (50,000)
                -
        (50,000)
Outstanding at December 31, 1999
             -
           -
                 -
Granted
-
-
-
Exercised
-
-
-
Cancelled
                -
                -
                 -
Outstanding at December 31, 2000
                -
-
                 -




F-15



INTERACTIVE GAMING & COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999



NOTE G-STOCK OPTION PLANS (continued)

The fair value of the options at the date of grant was
            ominal. The options were not exercised .  Accordingly,
              no compensation expense related to
the options granted has been recognized by the Company.


In June  1996, the Company entered into a stock and
          warrant purchase agreement with a software develope
        and issued 375,000 shares of
restricted common stock for $750,001 and a common
            stock purchase warrant for $1,000.  The common stock
            purchase warrant is for 100,000
shares at a purchase price of $1.00 per share and expires
            on June 30, 2001. The warrant is outstanding at December 31, 2000.


NOTE H-COMMITMENTS

As  of December 31, 2000, the Company had computer
           equipment and software purchased under non-cancelabl
          e leases with an original cost
of $ 67,393 included in the Company's consolidated balance
           sheet. Depreciation and amortization  of $ 13,478 and
          $5,616 has been charged
to operations in 2000 and 1999, respectively. The Company
            is in default under the terms of the lease and the aggregate
             balance due of $
39,166 is included in current liabilities at December 31, 2000.

Litigation

In May, 2001, the Company was named as a defendant in the
          United States Bankruptcy Court, District of New Jersey in
           connection with the
alleged fraudulent transferor of assets in connection
           with the contemplated business combination of the
            Company with an entity whose
principal assets were formerly owned by Century Industries,
            Inc.    The Company denies liability in all respects and
            vigorously intends to
defend.   In addition, the Company believes that the outcome
            of the litigation will not, in any event, have a material adverse
           effect on the
Company's financial condition or results of operations.








F-16





INTERACTIVE GAMING & COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999

NOTE H-COMMITMENTS (continued)

The Company was sued by, among others, Empire
           Corporation ("Empire"), which claimed the Compa
             ny improperly terminated an alleged Joint
Venture Agreement, appropriated certain funds belonging
             to Empire under the agreement and otherwise refused to pa
            y monies due to Empire.
Empire also asserted claims of fraud and breach of fiduciary
           duty.  An answer, new matter and counterclaim has been
           filed by the Company
asserting that the Agreement had been properly terminated
             and that funds are due the Company from Empire.  Empire
             claims damages in excess
of $160,000 as well as punitive damage in the amount of
         $1,000,000.  The Company's counterclaim seeks damages
            in excess of $95,000.  In the
opinion of management, the ultimate outcome of this case in unknown.

Other litigation

The Company, in the normal course of business, is subject
              to litigation and is presently involved as a defendant in
            several lawsuits.  In the opinion
of management, the ultimate outcome of these cases is
             unknown and any exposure to liability, if any, cannot be
            estimated at this time.
Consequently, no amounts have been accrued at
            December 31, 2000.

NOTE I-  DISPOSITION OF GAMBLENET TECHNOLOGIES, LTD.

In February  1999, the Company and Century Industries,
            Inc. ("Century") formed Gamblenet Technologies, Ltd.
             ("Gamblenet"). The
Company and Century each owned 50% of Gamblenet's
           initially outstanding common shares.  In exchange for t
            he Company's 50% interest
in Gamblenet, the Company licensed certain gaming and
           software licenses to Gamblenet and, as further
           consideration,   issued a  warrant  to
purchase 4,000,000  shares of the Company's
             restricted common stock at the stock's par value
           of $ .001 per share. The warrant expires
December 31, 2004.


In May, 1999, Gamblenet, whose principal asset was the
           warrant to purchase 4,000,000 shares of the Company's
              restricted common stock,
was sold  to an unrelated third party in exchange for
          $2,628,000, comprised of $ 128,000 in cash and
            a promissory note payable to the
Company in the amount of  $ 2,500,000. The note,
           which bears interest at 6% per annum, matures
             in May, 2004 with principal payments  of $
500,000 due annually prior thereto. The
           Company received an aggregate of $ 458,678 in 1999
           in connection with this transaction and was
accounted for as additional paid in capital. The amount
            of the promissory note outstanding at December 31, 1999
              was $2,169,322 and  is
shown on the balance sheet as a reduction in
            stockholders' equity

In 2000, the maker of the note defaulted under the terms
            of the note and the Company's management deemed the
           balance of the obligation to
be uncollectible. Accordingly, the unpaid balance of
          $ 2,169,322 was written off as uncollectible and
           additional paid in capital was reduced.
In May 2001, certain holders of the warrant exercised
             their rights to acquire 2,630,051 shares of the Company's
            restricted common stock
underlying the warrant.



F-17






INTERACTIVE GAMING & COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999


NOTE J-LOSSES PER COMMON SHARE

The following table presents the computation of basic
            and diluted loss per share:


2000
1999
Net loss available for common shareholders
$      687,255
$   ( 327,863)
Basic and fully diluted loss per share
$           (.03)
$         (0.02)
Weighted average common shares outstanding
23,097,400
18,696,615


Net loss per share is based upon the weighted
            average number of shares of common stock outstanding.

NOTE K-RESCISSION OF BUSINESS COMBINATION

In June, 1999, the Company issued 7,500,000 shares
          of its restricted common stock  in exchange for a subscripti
           on receivable valued at $
1,875,000 for the purpose of acquiring a controlling interest
             in certain assets  formerly  owned by Century Industries, Inc
        . ("Century").

In December, 1999, the  Company authorized a series
            of 1,000,000 shares of the Company's preferred
              stock as  convertible preferred stock
("Series A Voting Convertible  Preferred Stock").  After five
           years, each share of the  Preferred Stock is
           convertible into 15 shares of the
Company's Common Stock. In addition, the holders of the
 preferred stock  may not convert their shares to the Company's  common stock
unless the Company earns $.25 per share on a fully
diluted basis for the year ended prior to the conversion; the
market value of the
Company's common shares has averaged $5.00 per
share for 30 days prior to the conversion; and the shares will
remain intact as a class, and
shall remain restricted as a control block , salable
 pursuant to  SEC rule 144  In the event of liquidation,
 dissolution, or winding up of the
Company, the holders of the  Preferred Stock
have a liquidation preference of $1.00 per share .

In December 1999, the Company entered into a Share
and Lock Up Agreement whereby, if consummated, the
 Company agreed to exchange its
common and convertible  preferred stock  for assets
 formerly held by Century. The purpose of the Agreement was
 to allow the Company and the
entity controlling the assets formerly held by Century to
 combine their respective financial statements.

In 2000, the Company authorized its stock transfer
agent to issue 1,000,000 shares of its convertible preferred
stock in connection with the
proposed  transaction.

 The business combination was not consummated and
the certificate representing the 1,000,000 shares of the Company's convertible
preferred stock was returned to the Company  and
 cancelled in April, 2001. Since the Company did not
 consummate the transaction and the
shares were not delivered by the escrow agent the
 accompanying financial statements reflect the convertible
 preferred  shares as never being
issued.  In addition, the 7,500,000 shares of restricted
common stock previously issued in connection with this
Agreement were returned to the
Company in May, 2001 and the subscription receivable
 of $1,875,000 was cancelled.

F-18



INTERACTIVE GAMING & COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2000 AND 1999


NOTE L- SUBSEQUENT EVENT

In January 2001, the Company entered into a
non-binding Letter of Intent to license certain Company
software and sell the Company's wholly
owned subsidiary, Play for Fun, Inc.

 The proposed terms of the license agreement are as follows:

?	$ 200,000, payable at  closing

?	$1,800,000 in the form of a promissory note,
 bearing interest at the prime lending rate plus  2% per annum

?	The term of the $ 1,800,000 note shall be
 for 36 months, with monthly payments of interest accruing
and commencing 60 days after
closing. The unpaid principal, together with unpaid
 interest shall be due and payable in full at the due date of the Loan.

The proposed  terms of the sale of Play for Fun, Inc. are as follows:

?	At closing, the Company shall receive a 9.9%
 equity interest  in the Purchaser's company

?	The Company shall receive 50% of all  profits
 earned by Play For Fun, Inc. for a period of 3 years from the
date of closing. Profits are
defined as earnings before interest expense, taxes,
 depreciation and amortization.





















F-19