UNITED STATES  
  
               SECURITIES AND EXCHANGE COMMISSION  
  
                     Washington, D.C. 20549  
  
                            FORM 10-K/A2  
  
  
Annual Report Pursuant to Section 13 or 15(d) of the   
Securities Exchange Act of 1934  
  
For the fiscal year ended        December 31, 1996  
  
Commission file Number     33-7764-C  
  
       INTERACTIVE GAMING & COMMUNICATIONS CORP.                  
(Exact name of registrant as specified in its charter.)  
  
    Delaware                          23-2838676      
(State or other jurisdiction of    (I.R.S. Employer  
incorporation or organization)     Identification No.)  
  
595 Skippack Pike, Suite 300, Blue Bell, PA    19422       
(Address of principal executive offices      (Zip Code)  
  
Registrant's telephone number, including area code: 
(215) 540-8185

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 March 14, 1997, there were 13,672,040 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 $7,449,182 computed at the 
closing price for the Registrant's common stock on the NASD 
Bulletin Board on March 14, 1997. 
 
<PAGE>  

TABLE OF CONTENTS

                                                                    Page
Part I

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

Part II

5. Market Price for Registrants Common Equity and Related
   Stockholder Matters                                               6
6. Selected Financial Data                                           8
7.Management's Discussion and Analysis of Financial 
  Condition and Results of Operations                               11
8. Financial Statements and Supplementary Data                      13
9, Changes in and Disagreement with Accountants on 
   Accounting and Financial Disclosure                              35

Part III

10. Directors and Executive Officers of the Registrant              35
11. Executive Compensation                                          38
12. Security Ownership of Certain Beneficial Owners 
    and Management                                                  39
13. Certain Relationships and Related Transactions                  40

Part IV

14. Exhibits, Financial Statement Schedules, and Reports on 
    Form 8-K                                                        41

    Exhibit 27, Financial Data Schedule (For electronic Filing 
    Purposes Only)                                                  42

    Signatures                                                      43

<PAGE>

PART I

ITEM I.  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

The acquisition of all of the capital stock of Sports 
International, Ltd. (Antigua) was completed on October 20, 
1994 by the issuance of 4,500,000 common shares (post split) 
and an aggregate of $4,000,000 of the Company's Convertible 
Notes (the "Notes") to shareholders of Sports International, 
Ltd. (Antigua).  

The Notes were scheduled to mature on December 31, 1996, 
together with interest at the prevailing prime rate, accrued 
quarterly, and were convertible into common stock at the rate 
of one share for each $1.00 of outstanding principal amount and 
accrued interest.  All the shares issued to the Sports 
International, Ltd. (Antigua) stockholders and the shares 
issuable upon 

<PAGE>

conversion of the Notes, together with accrued interest, are 
"restricted" shares, as such term is used in Rule 144, 
promulgated under the Securities Act of 1933, as amended.

These Notes were converted into 4,000,000 shares of common 
stock effective December 31, 1994 and the interest thereon was 
waived in connection with the conversion.

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 
"SBET".  The Company is comprised of three subsidiaries and 
two divisions.  The Gaming and Licensing Division includes 
Sports International, Ltd. (Grenada) ("Sports"), formerly 
Sports International, Ltd. (Antigua), and Global Gaming Corp. 
(Grenada) ("Global").  The Advertising/Software Division 
includes Intersphere Communications, Ltd. (Grenada) 
("Intersphere").  A fourth subsidiary was formed in January 
1997, Global Casinos, Ltd. (Grenada) ("Casinos"), and will be 
a member of the Gaming and Licensing Division in 1997.  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.

Sports operates the world's first international Internet 
sports book.  Sports betting enthusiasts, once they have 
established an account, can place a wager on just about any 
sporting event over the phone or the Internet via a personal 
computer.  Wagers are accepted on all major sporting events in 
the U.S. and Europe.  Sports operates its business under a 
gaming license issued and authorized by the government of 
Grenada.  Sports is the principle source of revenue for the 
Company, generally accounting for 95% and 100% of the Company's 
net revenues for the years ended December 31, 1996 and 1995, 
respectively.

Global is the exclusive principal international gaming license 
holder in the country of Grenada, West Indies.  Through this 
exclusive licensing agreement with the government of Grenada, 
Global has the right to operate and issue sub licenses to 
qualified gaming companies for operating international casinos 
or sports books via the Internet or other telecommunications.  
Revenues are derived from annual licensing fees and a percentage 
of the sub licensees' net revenues.

Intersphere is a software development, marketing and 
communications company specializing in the Internet market.  
Intersphere developed the WiseGuy Sports Wagering (Wise Guy) 
system, the first sports wagering system that allows casino 
sports books to take a wager from a customer over the Internet.  
The WiseGuy system was in development for over a year and is 
now in use by Sports.  Intersphere's revenues are derived from 
Web Page Development and Design, traditional advertising, 
licensing of the Wise Guy system and the development of other 
related software products.

<PAGE>

The Company's newest subsidiary, Casinos, operates the world's 
first Internet Casino and Sports book.  Casinos, in 
conjunction with its joint venture partner, has developed 
proprietary casino gaming and sports wagering software for use 
by customers over the Internet.

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.

Currently, the Company operates primarily in the sports book 
segment and secondarily in horse racing.  In 1997, the Company 
will also operate in the casino segment via the Internet.

Marketing

The Company's Gaming and Licensing Division primarily 
advertises its services during peak periods of sporting events 
(September through April) in gambling related magazines and 
newspapers, and will continue this method of advertising in 
the future.  Recently, the Company commenced advertising its 
wagering services on the Internet.  Initial responses have been 
good and the Company plans to continue the advertising on a 
year round basis.

Intellectual Property

The Company holds no patents or trademarks for its software.

Government Regulation

The business of the Company's Gaming and Licensing Division is 
conducted through its wholly owned subsidiaries which are 
legally organized in Grenada and licensed by the Grenadan 
government to conduct its business.  The subsidiaries' 
business activities emanating from outside Grenada (customers' 
wagers and licensing) may become materially affected by 
regulations, laws or statues that may be promulgated by the 
various foreign, federal, state and/or local governments or 
their respective agencies in the future or the enforcement of 
such laws or regulations.  In this regard, Item 3, Legal 
Proceedings, is hereby incorporated by reference and there are 
no assurances that the outcome of these proceedings will 
materially effect the manner in which the subsidiaries conduct 
its business in the future.  The Company's legal position, 
after extensive advice of counsel, Robert Flynn, Esquire, is 
that its gaming and gambling operations, conducted in Grenada, 
are not subject to regulation by the United States or its 
constituent states or commonwealths therein.

Future Developments

In March 1997, the Company launched its live Internet Casino 
via its Casino subsidiary.  The first entertainment offered to 
its customers was a slot machine tournament.  The Company 
plans to introduce more live games in the second quarter of 
1997.

The Company also has plans to eventually develop an interactive 
gaming system for the Internet World Wide Web.

<PAGE>

Employees

As of March 21, 1997, the Company had 32 full-time employees: 
3 software engineers; 3 graphic designers; 14 computer 
operators engaged in accepting and processing wagers; 6 
marketing personnel; 1 HTML writer; and 5 employees engaged in 
service support.  The Company also utilizes full-time and 
part-time consultants on an as-needed basis.  None of the 
company's employees is 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.  
During 1996, the Company implemented a medical insurance plan 
for its officers and employees.

Competition

Many segments of the gaming industry are characterized by 
intense competition, with a large number of companies and 
syndicates offering the same wagering or seeking to develop 
sports wagering.  All of these entities in most instances have 
vastly greater resources than the Company. The Company believes 
that with telephone betting, a certain trust must be 
established between the bettor and the Company, and the 
personnel who accept, process and manage the bet. Funds must 
be deposited by the bettor in advance and/or left on deposit, 
which funds are not readily available to the bettor in case of 
an emergency or change of plans.

The Company estimates that are 20 sports books and 80 online 
casinos offering similar type services. However, since the 
majority of these enterprises are privately owned, and 
financial information is not publicly available, the Company
is unable to evaluate its position among its competitors.

ITEM 2. PROPERTIES

To conduct the business of its Gaming and Licensing Division, 
its subsidiaries presently lease and occupy approximately 
5,500 square feet in St. George's, Grenada for its office and 
living quarters for non-Grenadan employees. The leases are for 
a maximum of three years and, in some cases, on a month-to-month 
basis.  The leases expire on various dates through August 1997. 
The leases provide for current annualized rent of approximately 
$70,000. All leases scheduled to expire have renewal clauses
which the Company intends to extend, if appropriate, when said
leases expire.

Commencing January 1, 1996, the Company entered into a three 
year lease for its corporate headquarters and the 
Advertising/Software Division in Blue Bell, Pennsylvania. The 
lease provides for current annualized rent of approximately 
$72,000.

<PAGE>

ITEM 3.  LEGAL PROCEEDINGS

On February 18, 1997, a search warrant ( the "Warrant") was 
issued, filed in the United States District Court for the 
Eastern District of Pennsylvania, authorizing the Federal 
Bureau of Investigation to search the premises of the Company's 
executive offices and the offices of Intersphere in Blue Bell, 
Pennsylvania including any and all computer hardware, software, 
peripheral devices and computer-related documentation on any of 
such premises.  The Warrant lists a variety of items to be 
obtained based on the assumption that there was a violation of 
federal laws and that an illegal gambling business was being 
conducted from its premises in Pennsylvania.   Based on the 
advice of counsel with significant criminal law, trial and 
appellate experience and comprehensive understanding of the 
jurisdictional scope of gaming laws, both domestic and 
international, management does not believe the gaming 
operations of its subsidiaries violate either the laws of the 
United States or the Commonwealth of Pennsylvania, since no 
gaming or gambling operations are conducted there.  
Management's belief is based principally on its understanding, 
as interpreted by its counsel, that the operations of the 
Gaming and Licensing Division are legally authorized in 
Grenada and, as such, are beyond the scope and outside the 
jurisdiction of the U.S. criminal laws relating to gaming 
activities.  The Company, through counsel, while co-operating 
fully with the officials of the United States, intends to move 
to quash the Warrant and subsequent subpoena in the United 
States District Court on the grounds that jurisdiction is 
lacking.  Although the Company intends to defend vigorously 
any action that may ultimately be brought by the United States 
in connection with the Warrant and subpoena, no assurance can 
be given that management's beliefs as to the criminality of 
its subsidiaries' operations, or its basis for such beliefs, 
are correct and that the Company will prevail.

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

There were no matters submitted to a vote of securities 
holders during year ended December 31, 1996.

<PAGE>

PART II

ITEM 5.  MARKET PRICE FOR REGISTRANT'S 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 for the Company's Common Stock, as reported on 
the Bulletin Board, since trading resumed.

                   	    1996           	1995           	1994	
                    	High   	Low   	High   	Low    	High   	Low	
							
First Quarter     	1 3/16   	5/8   	5 1/4	  3/4    	N/A    	N/A	
Second Quarter    	3 3/16	   5/8   	3      	3/4    	N/A    	N/A	
Third Quarter     	2 5/8  	1 1/2   	2      	7/8    	N/A	    N/A	
Fourth Quarter    	2        	7/8   	2 1/8 	 3/4    	3 1/2  	2	

On March 14, 1997, the last reported sales price for the 
Common Stock was $1.4375.

On March 14, 1997, the Company had approximately 500 
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 
25,000,000 shares, $.001 par value ("Common Stock"), of which 
13,672,040 shares are issued and outstanding as at March 14, 
1997.

<PAGE>

Approximately 11,789,849 shares of Common Stock issued in 
connection with the reverse merger acquisition, conversion of 
Notes, and for certain services and the gaming license are 
"restricted" shares, as such term is used in Rule 144 of the 
Securities Act of 1993, 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 November 4, 1996, the Company acquired all the outstanding 
common stock of Intersphere for 1,000,000 restricted shares of 
previously unissued common stock of the Company.  Intersphere 
developed an exclusive proprietary product known as the WiseGuy 
Sports Wagering System.  Intersphere's revenue is derived from 
software licensing fees related to its proprietary product, as 
well as from advertising, marketing and web page design 
services primarily to Internet based accounts.

On November 4, 1996, the Company also acquired all the 
outstanding common stock of Global for 1,100,000 restricted 
shares of previously unissued common stock of the Company.  
Global owns the exclusive principal master license to conduct 
gambling operations from the Country of Grenada.  The exclusive 
gambling license is for two six-year terms and allows Global 
to sell up to four sub-licenses to qualified applicants.

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. At December 31, 1996, no preferred 
stock of the Company had been issued.

<PAGE>

ITEM 6.  SELECTED FINANCIAL DATA

The selected financial data presented on the following table 
for, and as of the end of, each of the years or periods ended 
for the four year period ended December 31, 1996, are derived 
from the financial statements of the Company.  For the period 
to June 30, 1993, the Company was inactive as Entertainment 
Tonight Video Express Ltd.  The financial statement for the 
period ended December 31, 1993 is unaudited.  The financial 
statements for the year ended December 31, 1994, have been 
audited by Daniel L. Lieberman, independent Certified Public 
Accountant.  The financial statements for the years ended 
December 31, 1996 and 1995 have been audited by Parente, 
Randolph, Orlando, Carey & Associates.  The 1995, 1994, and 
1993 Selected Financial Data includes solely the operations of 
Sports International, Ltd. (Antigua).  The 1996 Selected 
Financial Data includes the consolidated reporting of all the 
Company's subsidiaries included by reference herein.

The selected financial data should be read in conjunction with 
the accompanying consolidated financial statements of the 
Company and the notes thereto and "MANAGEMENT'S DISCUSSION AND 
ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS."
<PAGE>

                                              							                  	Enter-
							                                                              	tainment
							                                                               	Tonight
							                                                                 	Video
							                                                          	Express Ltd.
							                                                          	July 1, 1987
							                                                                   	to
							                                                              	June 30, 
                     1996       		1995	       	1994	       	1993	    	1993 (2)
                      (3)                			           (Unaudited)	(Unaudited)	
						
Income Statement 
Data:						
						
Gross handle	    $58,482,731  	$47,817,172  	$48,182,264	  $31,261,745   	$  -
						
Less customer						
    win	          55,730,479	   45,237,227	   45,478,223	   30,888,933      	-	
						
Net win           	2,752,252    	2,579,945   	 2,704,041	      372,812	      -	
						
Other revenues      	146,243	       47,341       	28,963         	-         	-	
						
Net win and
 other revenues   	2,898,495    	2,627,286    	2,733,004      	372,812      	-	
						
Expenses          	3,594,415    	2,417,588    	2,433,536      	921,401	      -	
						
Net (loss) income	$ (695,920)	$    209,698	 $    299,468 	$   (548,589)	$    -	
						
(Loss) earnings 
per common 
share             $(0.06)     $0.02             $0.03         $(0.05)	  $    -	
						
Weighted average 
common shares 
outstanding    	 11,512,656 	10,404,110  	10,379,066 	10,379,066   	6,715,913	
                                                                  					(1)	

<PAGE>


                                                                								Enter-
							                                                              	tainment
							                                                               	Tonight
							                                                                 	Video
							                                                          	Express Ltd.
						                                                          		July 1, 1987
							                                                                    	to
							                                                              	June 30, 
                       1996	         	1995	     	1994	    	1993     		1993 (2)
                        (3)     			                    (Unaudited)	(Unaudited)	

					
Balance Sheet Data:						
Working capital 
(deficit)          	$(1,348,972)	$  (352,100)	$(146,848)	$(228,953)    	$   -	
						
Total assets       	$ 4,008,364 	$ 1,931,886 	$ 804,038 	$ 317,198     	$   -	
						
Deficit	            $  (738,188)	$   (42,268)	$(251,966)	$(551,434) $(894,208)	
					(2)	
Stockholders' 
equity (deficit)   	$1,909,301  	$  303,926  	$  51,713 	$(249,755)    	$   -	

(1)	Before one (1) for four (4) reverse split.
 
(2)	Entertainment Tonight Video Express Ltd. ceased all 
operations in the beginning of fiscal year 1988.  The Company 
elected to eliminate, after June 30, 1993, capital in excess 
of par value totalling $894,208 against accumulated deficit 
totalling $894,208 for the periods ended through June 30, 1994.

(3) 	See Note 14 to the consolidated financial statements of 
Item 8 of this Form 10-K for 1996 acquisitions.

<PAGE>

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL 
CONDITION AND RESULTS OF OPERATIONS

Results of Operations

1996 versus 1995


Gross handle and other revenues increased by $10,665,559, or 
22.5%, from $47,817,172 in 1995 to $58,482,731 in 1996.  Net 
win and other revenues increased by $271,209, or 10.3%, from 
$2,627,286 in 1995 to $2,898,495 in 1996. The increase in gross
handle, net win and other revenues in 1996 resulted from 
Internet wagering which did not exist in 1995. The Company's 
domestic presence in the U.S. together with its move to 
Grenada from Antigua and other related costs that flowed 
through to the Consolidated Statement of Operations attributed 
to the increase of  expenses by $1,176,827, or 48.7%, from 
$2,417,588 in 1995 to $3,594,415 in 1996.  The dramatic increase 
in such expenses as Legal and Professional, Salaries and 
Telephone were directly related to the acquisitions 
of its subsidiaries, Intersphere and Global, on November 4, 1996 
and the increased personnel that go along with these acquired 
businesses.  These subsidiaries were acquired for, in the 
aggregate, 2,100,000 of restricted shares previously unissued 
common stock of the Company.  Intersphere and Global will 
contribute additional revenue in future years to the Company 
resulting from software license fees related to its proprietary 
product and exclusive master license to conduct gambling 
operations from the Country of Grenada, respectively.


1995 versus 1994

Customer wagers totalled $47,817,172 in 1995 as compared to 
$48,182,264 in 1994.  Net win and other revenues decreased by 
$105,718 in 1995 or 4% from $2,733,004 in 1994 to $2,627,286 
in 1995.  The resulting decrease in revenues was attributable 
to the interruption in business suffered by the Company and 
others during Hurricane Luis in September 1995.   In order to 
provide for such a natural catastrophe in the future, the 
Company had established a second location in the Caribbean 
that was used to back-up all wagering emanating over the 
telephone.  Despite incurring costs to repair the damage 
incurred by Hurricane Luis and establishing a second site, the 
Company was successful in reducing its expenses by $15,948 in 
1995 from $2,433,536 in 1994 to $2,417,588 in 1995.  In 
addition, both the President and Vice President of the Company 
voluntarily reduced and forgave approximately $74,000 of 
their salaries in 1995.

Liquidity and Capital Resources

The Company continued its growth trend of doubling its asset 
base from $804,038 in 1994 to $1,931,886 in 1995 to $4,008,364 
in 1996.  The Company's growth was achieved through the 
subsidiary acquisitions of Intersphere and Global described 
above and the resulting capitalization of the acquired 
proprietary software product and exclusive gaming license.  
There are no significant plans or demands for any further 
capital expenditures within the next year.  

The anticipated revenues from Global, Casinos and Intersphere 
together with the cost reduction measures described in the 
Prospective Outlook discussion which follows will remedy the 

<PAGE>

working capital deficit of $1,348,972 in 1996 as compared to 
$352,100 in 1995 and $146,848 in 1994. 

If our outlook for greater revenues and reduced expenditures 
does not meet our 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 to develop new proprietary products.  
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.

Government Regulation - Effect on Financing

The Company's business is legally constituted and organized in 
Grenada, West Indies, and a license fee is paid to the 
Grenadan government to conduct its business in the Gaming and 
Licensing Division.  The Company's business activities 
emanating from the United States (customers' wagers) may be 
materially affected by regulations and actions that may now be 
in place or will be promulgated in the future by the various 
local, state, and/or federal government regulators.  The 
uncertainty of how the U.S. and other world governments will 
look upon gambling on the Internet may deter major financial 
and/or investment companies from participating in any capital 
venture with the Company.  In this regard, on February 19, 1997, 
the Company was served with a warrant to produce all records 
involving gambling activities emanating from the U.S.  The 
Company has co-operated with the U.S. Attorney's office in 
Philadelphia in providing such records.  However, the Company 
has initiated legal action on its own behalf to defend its 
position on Internet and off shore wagering.

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.

The Company estimates that its investments in 1996 will 
significantly increase its revenues and earnings.  The 
investment in Global will enable its subsidiary to sell four 
gaming sub licenses annually for two six year periods.  
Management estimates that these revenues together with 
royalties at 1% of licensees' net win will be approximately 
$500,000 per year.  In addition, 

<PAGE>

Global has been granted by the Government of Grenada an 
exclusive duty free concession which will enable it to 
purchase equipment for sale to its licensees.  Management 
estimates that the Company will earn an additional $25,000 per 
licensee as a result of this duty free concession.

The investment in Intersphere should provide an additional 
$100,000 per year in licensing and royalty revenues.  Prior to 
1996, Intersphere devoted approximately 90% of its time on the 
development of the proprietary WiseGuy system.  Management 
estimates that in the future, this product should consume only 
25% of Intersphere's available productive resources.  
Accordingly, Intersphere will sell more of its time and design 
services to unrelated businesses thereby increasing its 
revenues by about $250,000 per year.

Management also anticipates that the Company's revenues from 
Casinos and its Internet activity will produce an additional 
$500,000 of annual net win after splitting revenues with its 
joint venture partner.

A major expense to the business is the cost of international 
telephone and wire services.  Last year Sports incurred in 
excess of $520,000 for such services.  The Company has 
committed to an investment of $85,000 for a commercial 
telephone switch and fixed cost leased lines which management 
estimates will generate savings in excess of  $300,000 per year 
into the future.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Index to Financial Statements and Supplementary Data

	                                                             	Page	
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS	
                                                                14	
		
CONSOLIDATED FINANCIAL STATEMENTS:		
    Balance Sheet                                              	15	
    Statement of Operations                                    	16	
    Statement of Stockholders' Equity                          	17	
    Statement of Cash Flows                                 	18 - 19	
    Notes to Financial Statements                           	20 - 31	
		
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ON 
FINANCIAL STATEMENT SCHEDULE	                                   32	
		
SCHEDULE II -  VALUATION AND QUALIFYING ACCOUNTS               	33	

Financial Statement schedules not included in this Form 10-K 
have been omitted because they are not applicable or are the 
required information is shown in the financial statements or 
notes thereto.
<PAGE>


REPORT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors
Interactive Gaming & Communications Corp.
Blue Bell, Pennsylvania:

	We have audited the accompanying consolidated balance 
sheets of Interactive Gaming & Communications Corp. at December 
31, 1996 and 1995, and the related consolidated statements of 
operations, 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.  
The consolidated financial statements of Sports International, 
Ltd. as of December 31, 1994, were audited by another auditor, 
who has ceased operations, and whose report dated April 4, 1995 
expressed an unqualified opinion on those statements.

	We conducted our audits in accordance with generally 
accepted 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.

	In our opinion, the 1996 and 1995 consolidated financial
statements referred to above present fairly, in all material 
respects, the financial position of Interactive Gaming & 
Communications Corp. at December 31, 1996 and 1995, and the 
results of its operations and its cash flows for the years 
then ended in conformity with generally accepted accounting 
principles.



PARENTE, RANDOLPH, ORLANDO, CAREY & ASSOCIATES



Plymouth Meeting, Pennsylvania
March 17, 1997

<PAGE>
<TABLE> 
         INTERACTIVE GAMING & COMMUNICATIONS CORP.				
          (FORMERLY, SPORTS INTERNATIONAL, LTD.)				
				
               CONSOLIDATED BALANCE SHEET				
               DECEMBER 31, 1995 AND 1996				
<CAPTION>				
		                                     1996 		            1995 
	                                           	         
<S>                                    <C>                <C>  		
ASSETS				
				
CURRENT ASSETS:				
    Cash and cash equivalents		      208,020   	        667,766 
    Restricted cash		                200,000         		 200,000 
    Accounts receivable, net 
     of allowance for doubtful 
     accounts of $ 61,802 in
     1996 and $348,794 in 1995		     274,108 	        	 348,794 
    Loan receivable		                 56,994          		 49,000 
    Other		                           10,969 		          10,300 
				
         Total current assets	     	 750,091 	      	 1,275,860 
				
PROPERTY, EQUIPMENT, AND 
LEASEHOLD IMPROVEMENTS, Net	         401,436         		 205,391 
				
LOAN RECEIVABLE, INTERSPHERE		          - 		            138,788 
				
INTANGIBLE ASSETS:				
    Systems development costs   		 1,652,149 	        	 233,641 
    Gaming and software sub-
     licenses                      1,150,804                -
    Gaming licenses, net of 
     amortization of $20,000
     in 1996                        	 25,000          		 60,000 
				
         Total intangible assets	  2,827,953 		         293,641 
				
OTHER ASSETS		                        28,884 	        	  18,206 
				
                      Total		      4,008,364	 	      $1,931,886 


</TABLE>
<TABLE> 

<CAPTION>  							
           LIABILITIES AND STOCKHOLDERS' EQUITY					
<S>                                         <C>                 <C>     		
	CURRENT LIABILITIES:	
    Notes payable  		                      $ 400,000 	       	 $ 200,000 		
    Customers' credit balances         	   1,114,698 		          877,624 
    Customers' security deposits		           146,051             156,500 
    Accounts payable and accrued expenses  	 438,314 	         	 393,836 
				
                Total current liabilities	 2,099,063 	       	 1,627,960 
				
STOCKHOLDERS' EQUITY:				
    Common stock, $0.001 par value,
     25,000,000 shares authorized, 
     13,672,040 issued and 10,942,566
     shares issued and outstanding in 
     1996 and 1995 respectively	      	       11,572 	          	 10,942 
    Additional paid-in capital		           2,633,817          		 335,252 
    Deficit		                               (738,188)         		 (42,268)
				
               Total stockholders' equity  1,909,301 	         	 303,926 
				
                    Total	               	 4,008,364       		 $1,931,886 
 
		 		 
<FN> 
See Accompanying Notes to Financial Statements  
</TABLE>

<PAGE> 

<TABLE>
         INTERACTIVE GAMING & COMMUNICATIONS CORP.				
          (FORMERLY, SPORTS INTERNATIONAL, LTD.)				
				
           CONSOLIDATED STATEMENT OF OPERATIONS								
        FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994
<CAPTION>					
		                   		
		                                1996 	    	   1995          	1994	          	
                                  ___________________________________       
<S>                               <C>           <C>             <C>      
GROSS HANDLE	                	$58,482,731  		$47,817,172  		$48,182,264

LESS CUSTOMER WIN	           	 55,730,479		   45,237,227		   45,478,223

NET WIN	                      		2,752,252    		2,579,945	    	2,704,041
   
OTHER REVENUES:								
    Licensing fees, net	        $  70,000           -	           	-  
    Membership fees                11,675 	       25,160 	       24,175 	    	 
    Other                          64,568	       	22,181	        	4,788
								
      Total other revenues     	2,898,495	     2,627,286    		2,733,004	
							
EXPENSES:								
    Salaries		                    875,285      		468,372      		668,469 
    Telephone		                   520,311      		378,497	      	479,647
    Legal and 
     professional                 414,905	      	277,096      		283,588
    Advertising		                 353,431      		276,027      		154,138 
    Provision for 
     doubtful accounts       	    286,992      		246,649	       	84,104 		
    Rent		                        238,799      		172,917	      	178,403 
    Officer's Salaries	          	193,267      		188,450      		272,720
    Office 		                     190,382	       	77,074       		62,011 
    Travel and related 
     expenses		                   157,885      		178,974      		146,129 
    Depreciation 		               	88,882       		49,338       		21,504 
    Amortization	                  80,000          		-            		- 
    Auto			                       	31,828       		25,111	          	-
    Relocation expense             29,707	          	-            		-
    Insurance                      28,590          		-            		-
    Interest	            	         22,839          		-            		-
    Bank Charges                   22,035       		13,640	       	15,738
    Repairs and 
     maintenance                   21,598       		24,655	        	3,003 
    Services and other 
     fees		                        19,593	        	9,398	       	34,776 
    Other 	                      	 18,086	       	31,390	       	29,306 
								
      Total expenses           	3,594,415	    	2,417,588     	2,433,536								
Net income (loss)               $(695,920)      $206,698      	$299,468
								
Net income (loss) 
 per common share             	$   (0.06) 		    $   0.02	     $    0.03 	
								
Weighted average 
 common shares								
 outstanding		                 11,512,656 	   10,404,110    	10,379,066 


<FN> 
See Accompanying Notes to Financial Statements  
</TABLE>

<PAGE> 

<TABLE>
         INTERACTIVE GAMING & COMMUNICATIONS CORP.				
          (FORMERLY, SPORTS INTERNATIONAL, LTD.)				
											
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY											
FROM INCEPTION THROUGH DECEMBER 31, 1996	
<CAPTION>										
		 COMMON STOCK 				 ADDITIONAL 				 STOCK- 	
		 SHARES 				 PAID-IN 				 HOLDERS' 	
		 OUTSTANDING 		 AMOUNT 		 CAPITAL 		 DEFICIT 		 EQUITY 	
<S>                            <C>       <C>        <C	      	<C>        <C>

											
BALANCES, JANUARY 1, 1994											
    PRIOR TO 
    REORGANIZATION         6,715,913  $ 6,715  $ 889,172  $(895,887)		 $  -					
Reverse stock split 
    4 for 1		             (5,036,847)		(5,036)	    5,036 	                - 	
Elimination of 
    paid-in capital            - 		       - 		  (894,208)	  894,208       - 	
											
BALANCES, BEFORE REVERSE											
    MERGER ACQUISITION AND											
    REORGANIZATION		       1,679,066 		 1,679 		     - 		    (1,679)      - 	
											
Common stock issued to Sports											
    International, Ltd. (Antigua)											
    stockholders to effect the											
    reverse merger acquisition and											
    reorganization (including the net 											
    loss of $549,755 through											
    December 31, 1993)		   4,500,000 	  4,500    295,500 	 (549,755) (249,755)	
Common stock issued for											
    services		               200,000  		   20      1,800       - 		      2,000 	
Common stock issued for											
    Convertible Note		     4,000,000 		 4,000 		  (4,000)	     - 		       -
Net income for 1994		         - 		        - 		       - 		   299,468    299,468 	
											
BALANCES, 
DECEMBER 31, 1994		       10,379,066   10,379 		 293,300   (251,966)    51,713 	
											
Common stock issued for 											
    services and gaming 
    license		                563,500 		   563 		  41,952 		   - 		      42,515 	
Net income for 1995		         - 		         - 		      - 		   209,698 	  209,698 	
								 			
BALANCES, DECEMBER 31,
    1995		                10,942,566 	 10,942 		 335,252 		 (42,268) 	 303,926 	
				 		 		 		 	
Common stock issued in 
    private offering		       375,000    		375  		749,626 	    - 		     750,001 	
Warrants issued in private											
    offering		                - 		         - 	    	1,000 	    - 		       1,000 	
Common stock issued for											
    services		               254,474    		255  		508,692 	    - 		     508,947 	
Common stock issued for											
    acquisitions		         2,100,000  		2,100		1,039,247 		   - 		   1,041,347 	
Net loss for 1996		           - 		         - 		     - 		   (695,920) (695,920)	
								 			
BALANCES, DECEMBER 31,
    1996		                13,672,040  $13,672 $2,633,817  $(738,188) 1,909,301 	
				 		 		 		 	
<FN> 											
																					
See Notes to Consolidated Financial Statements											
</TABLE>

<PAGE>


<TABLE>
         INTERACTIVE GAMING & COMMUNICATIONS CORP.				
          (FORMERLY, SPORTS INTERNATIONAL, LTD.)				

CONSOLIDATED STATEMENT OF CASH FLOWS				
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994	
<CAPTION>			

		                                             1996        1995        	1994
	                                              
                                            ________    _________	 	__________		
<S>                                             <C>          <C>		      	<C>

								
CASH FLOWS FROM OPERATING ACTIVITIES:								
    Net (loss) income                 	   $  (695,920)		 $ 209,698 	 $ 299,468 
    Adjustments to reconcile net (loss) 
    income to net	cash (used in) provided 
    by operating activities:								
         Depreciation and amortization		      168,882 		    49,338 	   21,504		
         Abandonment of leasehold improvements  8,297 		      - 		         - 		
         Common stock issued for employee								
          bonuses and consulting fees		           - 		       7,515 	    2,000		
         (Increase) decrease in assets:								
             Accounts receivable     		        74,686 		  (237,410)   (84,103)		
             Other assets		                   (11,347)		   (11,456)   (10,150)		
         Increase (decrease) in liabilities:								
             Customers' credit balances		     237,074 		   370,900 	   97,787 		
             Customers' security deposits		   (10,449)	    156,500 	      - 		
             Accounts payable and accrued
              expenses		                       68,816 		   222,329    121,495 		
								
                 Net cash (used in) provided 
                  by operating activities		  (159,961)	    767,414 	  448,001 		
								
CASH FLOWS FROM INVESTING ACTIVITIES:								
    Purchase of equipment and leasehold 								
        improvements		                       (293,224)		   (73,218   (149,713)		
    Purchase of systems development costs		  (933,899)		   (233,641)	    - 		
    Purchase of software sub-license		       (109,457)		      - 		       - 		
    Purchase of gaming licenses		             (45,000)		    (25,000)	    - 		
    Increase in note and loans receivable		    (7,994)		   (144,488)	  (8,300)		
    Intersphere loan assumed		                138,788 	  	    - 		       - 		
    Increase in restricted cash		                 - 		     (200,000)     - 		
								
                 Net cash used in 
                  investing	activities		   (1,250,786)		   (676,347) (158,013)		
								
CASH FLOWS FROM FINANCING ACTIVITIES:								
    Proceeds from issuance of common stock		  751,001 		      - 		       - 		
    Proceeds from notes payable		             200,000 		    200,000      - 		
    Repayment of notes payable		                 - 		       (16,000)	 (11,000)		
    Shareholder' loans payable		                 - 		       (58,094)  (22,910)		
								
                 Net cash provided by 
                  (used in) financing 
                  activities		                951,001 		    125,906   (33,910)		
								
(DECREASE) INCREASE IN CASH		                (459,746)		    216,973   256,078 		
								
CASH, BEGINNING		                             667,766 		    450,793   194,715 		
								
CASH, ENDING                          		 $    208,020  		 $ 667,76	 $ 450,793 		
		 		 				
						  		
				
	<FN> 
(Continued)
</TABLE>


<PAGE>


<TABLE>
         INTERACTIVE GAMING & COMMUNICATIONS CORP.				
          (FORMERLY, SPORTS INTERNATIONAL, LTD.)				

CONSOLIDATED STATEMENT OF CASH FLOWS				
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995 AND 1994	
<CAPTION>			

		                                         1996            		 1995 	1994
	                                              
                                         __________         __________		__________		
<S>                                     <C>               <C>			<C>

								
SUPPLEMENTAL SCHEDULE OF NONCASH								
    INVESTING AND FINANCING 
    ACTIVITIES:								
        Common stock issued for 
         services (Note 12)	         	 $   508,947 		 $      - 		 $      - 		
								
        Common stock issued 
         for acquisitions (Note 14)		  $ 1,041,342 		 $      - 		 $      - 		
								
        Common stock issued for 
         gaming license		              $     - 	    	 $   35,000  $      - 		
								
        Common stock issued for 
         employee bonuses and 
         consulting fees	            	 $     - 		          7,515	 $    2,000 		
								
        Common stock issued to Sports								
            International, Ltd. 
            (Antigua) stockholders								
            to effect the reverse 
            merger acquisition								
            and reorganization	      	 $     - 	    	 $      - 		 $    87,231 		
								
        Common stock issued for 
            Convertible Note	        	 $     -     		 $      - 		 $     4,000 		
								
SUPPLEMENTAL CASH FLOW INFORMATION,								
         Interest paid             		  $    22,839 		 $      - 		 $       - 		

		 		 				
						  		
				
	<FN> 
See Notes to Consolidated Financial Statements								
						 (Concluded) 		

</TABLE>


<PAGE>

INTERACTIVE GAMING & COMMUNICATIONS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.	BACKGROUND AND NATURE OF OPERATIONS

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. and its 
business from the stockholders of Sports International, 
Ltd. 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 for four shares of the common stock of the 
Company; (2) the acquisition of Sports International, Ltd. 
by the exchange of Stock and Notes; (3) the election of 
former officers and directors of Sports International, 
Ltd. 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

The acquisition of all of the capital stock of Sports 
International, Ltd. was completed on October 20, 1994 by 
the issuance of 4,500,000 common shares (post split) and 
an aggregate of $4,000,000 of the Company's Convertible 
Notes (the "Notes") to shareholders of Sports 
International, Ltd.  The excess of cost over the fair 
value of net assets acquired, related to the $4,000,000 
Notes, was recorded as an adjustment to common stock and 
additional paid-in capital upon the conversion of the 
Notes to common stock effective in 1994 to reflect the 
substance of the transaction.


<PAGE>  
  
  
  
Notes to Financial Statements (Continued)    

The Notes were scheduled to mature on December 31, 1996, 
together with interest at the prevailing prime rate, 
accrued quarterly, and were convertible into common stock 
at the rate of one share for each $1.00 of outstanding 
principal amount and accrued interest.  All the shares 
issued to the Sports International, Ltd. stockholders 
and the shares issuable upon conversion of the Notes, 
together with accrued interest, are "restricted" shares, 
as such term is used in Rule 144, promulgated under the 
Securities Act of 1933, as amended.

These Notes were converted into 4,000,000 shares of common 
stock effective December 31, 1994 and the interest thereon 
was waived in connection with the conversion.

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 "SBET".  The Company is comprised of three 
subsidiaries and two divisions.  The Gaming and Licensing 
Division includes Sports International, Ltd. (Grenada) 
("Sports") and Global Gaming Corp. (Grenada) ("Global").  
The Advertising/Software Division includes Intersphere 
Communications, Ltd. (Grenada) ("Intersphere").  A fourth 
subsidiary was formed in January 1997, Global Casinos, 
Ltd. (Grenada) ("Casinos"), and will be a member of the 
Gaming and Licensing Division in 1997.  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.

Sports operates the world's first 
international Internet sports book.  Sports betting 
enthusiasts, once they have established an account, can 
place a wager on just about any sporting event over the 
phone or the Internet via a personal computer.  Wagers 
are accepted on all major sporting events in the U.S. and 
Europe.  Sports operates its business under a gaming 
license issued and authorized by the government of 
Grenada.  Sports is the principle source of revenue for 
the Company, generally accounting for 95% and 100% of 
the Company's net revenues for the years ended December 
31, 1996 and 1995, respectively.

Global is the exclusive principal international gaming 
license holder in the country of Grenada, West Indies.  
Through this exclusive licensing agreement with the 
government of Grenada, Global has the right to operate 
and issue sub licenses to qualified gaming companies for 
operating international casinos or sports books via the 
Internet or other telecommunications.  Revenues are 
derived from annual licensing fees and a percentage of 
the sub licensees' net revenues.


  
<PAGE>  
  
Notes to Financial Statements (Continued)    


Intersphere is a software development, marketing and 
communications company specializing in the Internet 
market.  Intersphere developed the WiseGuy Sports 
Wagering (Wise Guy) system, the first sports wagering 
system that allows casino sports books to take a wager 
from a customer over the Internet.  The WiseGuy system 
was in development for over a year and is now in use by 
Sports.  Intersphere's revenues are derived from Web 
Page Development and Design, traditional advertising, 
licensing of the Wise Guy system and the development of 
other related software products.

The Company's newest subsidiary, Casinos, operates the 
world's first Internet Casino and Sports book.  Casinos, 
in conjunction with its joint venture partner, has 
developed proprietary casino gaming and sports wagering 
software for use by customers over the Internet


2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The consolidated financial statements include the 
accounts of the Company and its wholly owned subsidiaries, 
Sports, Global and Intersphere.  All intercompany 
balances and transactions have been eliminated in 
consolidation.

Use of Estimates

The preparation of the financial statements in conformity 
with generally accepted accounting principles requires 
management to make estimates and assumptions that affect 
the reported amounts of assets and liabilities and 
disclosure of contingent assets and liabilities at the 
date of the financial statements and the reported amounts 
of revenues and expenses during the reported period.  
Actual results could differ from those estimates.

Restricted Cash

Restricted cash represents a thirty-day 
certificate-of-deposit held by a financial institution 
as collateral for a note payable which bears interest at 
an average rate of 5%.

Accounts Receivable

The Company extends credit to "Platinum Members" for whom 
the Company holds a security deposit as collateral for 
the credit extended.  Management believes that the 
security deposit and the allowance for doubtful accounts 
are sufficient to cover any potential losses on 
collection of such accounts.


<PAGE>  
  
Notes to Financial Statements (Continued)    



Financial Instruments

The carrying amounts of cash, restricted cash, accounts 
receivable, note and loans receivable, notes payable and 
accounts payable approximate fair value at December 31, 
1996 and 1995.

Equipment and Leasehold Improvements

Equipment and leasehold improvements are recorded at cost.  
Depreciation and amortization are provided for on the 
straight-line method over the estimated useful lives of 
the assets, estimated at 5 years for equipment and for 
leasehold improvements.

Systems Development Costs

The Company capitalizes the cost of developing certain 
software products it plans to market in accordance with 
Statement of Financial Accounting Standard No. 86, 
"Accounting for the Costs of Computer Software to be 
Sold, Leased, or Otherwise Marketed" (Note 8).

Gaming and Software Sub-licenses

Through its subsidiaries Global and Intersphere, the 
Company has obtained the exclusive right to sub-license 
gaming operations and sports wagering software 
interactively.  The Company has valued those sub-licensing 
agreements at their fair value as determined by the 
present value of anticipated future cash flows. 

Gaming Licenses

Gaming licenses primarily relate to the Company's 
Granadian operations.  Annually, the Company pays a fee 
to the Granadian government which it amortizes over the 
one year term.

Common Stock

The Company has from time to time issued restricted 
common stock, unregistered with the Securities 
and Exchange Commission. The Company's restricted shares are only 
limited as to the holders ability to resell the stock 
into the public trading markets.  At December 31, 1996 
and 1995, 11,789,849 shares and 9,263,000 shares of the 
total issued and outstanding shares of 13,672,040 and 
10,942,566, respectively, were restricted as described 
above.

<PAGE>  
  
Notes to Financial Statements (Continued)    

Common Stock Transactions

The Company adopted the recognition provisions of 
Statement of Financial Accounting Standard No. 123, 
"Accounting for Stock-Based Compensation" in 1995.

Advertising Costs

Costs incurred for advertising are expensed as incurred.

Income Taxes

The Company derives its revenue from its wholly owned 
subsidiaries, Sports International, Ltd., Intersphere 
and Global, all of which are incorporated in Grenada.  
The government of Grenada does not presently impose 
income taxes on the Company.  Accordingly, no provision 
for income taxes has been reflected in the financial 
statements.

(Loss) Earnings Per Common Share

(Loss) earnings per common share for 1996 and 1995 is 
based on the weighed average number of shares of common 
stock outstanding during those years.  Earnings per 
share for 1994 is based on the number of shares of 
common stock outstanding as of December 31, 1994, which 
reflects the number of shares of common stock exchanged 
in the reverse merger including the number of shares 
issued in exchange for the Convertible Note as of 
December 31, 1994.

Reclassifications

Certain balances and amounts in the 1995 and 1994 
financial statements have been reclassified to conform 
with the presentation for 1996.


3.	BASIS OF PRESENTATION, REGULATION AND CERTAIN SIGNIFICANT 
RISKS AND UNCERTAINTIES

The Company's financial statements have been presented on 
the basis that it is a going concern, which contemplates 
the realization of assets and the satisfaction of 
liabilities in the normal course of business.

The Company had a working capital deficiency of $1,348,972 and 
$352,100 at December 31, 1996 and 1995, respectively.  The 
majority of the Company's operations are financed by cash flows 
from operations including customers' credit balances and 
security deposits, which remain on deposit until customers 
request repayment.  Accordingly, the ability of the Company to 
continue to finance its operations internally is contingent on 
customer repayment requests.  The Company may need to seek 
other financing if a significant 


<PAGE>  
  
Notes to Financial Statements (Continued)    

amount of customers' credit balances and/or security 
deposits are required to be repaid in a concentrated time 
period.

The Company's business activities, operations and net income 
are derived primarily from its wagering business in Grenada.  
The Company incurred a net loss of $695,920 in 1996 and 
although the business had been profitable during 1995 and 
1994, there is no assurance that profits will return.

Customers' credit balances and security deposits exceeded 
cash by $1,052,729 and $366,358 at December 31, 1996 and 
1995,  respectively.  There is no assurance that the Company 
will develop the liquidity to repay customers, if required, 
without other financing.

Sports is legally constituted in Grenada and pays a license 
fee to the Granadian government to conduct its business.  
The Company's business activities emanating from the United 
States (customers' wagers) may become materially affected by 
regulations and actions that may now be in place or will be 
promulgated by the various foreign, federal, state and/or 
local government agencies in the future.  

These factors, among others, indicate the Company's ability 
to continue in existence is dependent 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 significant revenue and cash flows 
from its new Global Casino operations and gaming and 
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, joint
venturing and sharing of development costs, or other 
resources.


4.	SIGNIFICANT ESTIMATES AND CONCENTRATIONS

Most of the Company's unrestricted cash is held outside the 
United States and is not covered by FDIC insurance.

The Company has provided an allowance for doubtful accounts 
of $61,802 and $348,794 at December 31, 1996 and 1995, 
respectively, based on management's analysis and estimates.  
As a result, it is reasonably possible that management's 
estimate of the carrying amount of accounts receivable will 
change in the near term.

The Company has recognized the value of its gaming and software 
sub-licensing agreements based on the present value of 
anticipated future cash flows.  Additionally, the 

<PAGE>  
  
Notes to Financial Statements (Continued)    

Company has capitalized software development costs and 
believes these costs are more than 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, 1996.  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.

At December 31, 1996 and 1995, 74% and 100% of the Company's 
net assets were located in Grenada and Antigua, respectively.

Substantially all of the Company's revenues are derived from 
an exclusive gaming license from the government of Grenada.  
The exclusive gaming license expires in 2008.  


5.	RELATED PARTY TRANSACTIONS

The note receivable is from a Company consultant and 
shareholder, is unsecured, payable on demand and bears 
interest at the prime rate plus 1%.

Also, the Company paid consulting fees of $35,331 to its 
Chief Financial Officer.

	
6.	EQUIPMENT AND LEASEHOLD IMPROVEMENTS

Equipment and leasehold improvements consist of the 
following at December 31, 1996 and 1995:

                                   		1996	          1995		
					
	Furniture, fixtures and
    equipment	                    $542,218      	 $270,777		
	Leasehold improvements	            29,628     	    12,307		
					
	Total cost                       	571,846        	283,084		
					
	Less accumulated depreciation				
	    and amortization            	 170,410	         77,693		
					
	Net                             	$401,436       	$205,391		


<PAGE>  
  
Notes to Financial Statements (Continued)    


7.	LOAN RECEIVABLE, INTERSPHERE

The Company advanced funds to an Internet World Wide Web 
service company for the purpose of advertising, marketing, 
promotion, and communications in the print and electronic 
media.  On November 4, 1996, the Company acquired the 
Internet World Wide Web service company (Intersphere).


8.	SYSTEMS DEVELOPMENT COSTS

In May 1995, the Company signed a definitive letter of intent
with a major software developer to produce and market a  
"Virtual Casino" by offering its customers the opportunity to
play classic casino games on their personal computers, such 
as blackjack, craps, roulette, baccarat and slot machine 
games, on 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 and 
$233,641 at December 31, 1996 and 1995, respectively.  
Subsequent to December 31, 1996, both projects were 
substantially completed and amortization will commence in 
1997.

9.	CUSTOMERS' CREDIT BALANCES AND SECURITY DEPOSITS

The Company administers accounts for its customers by 
depositing funds into a single bank account and maintaining 
separate records for the amount each customer has on deposit.
Customers open accounts by mailing checks or sending funds 
by wire transfer to an offshore bank account administrated 
by Sports.  The usual wager/bet procedure requires a 
toll-free telephone call to Sports for the odds on various 
sporting events.  When a bet is placed in Grenada, the amount
of the wager is removed from the customer's account.  
Winnings are credited to the customer's account and may be 
collected by the customer by requesting that the funds be 
issued by check to their home address or wire transferred to 
their bank account.


10.	NOTES PAYABLE

On December 8, 1995, the Company issued a promissory note 
payable to a financial institution in the amount of $200,000.  
The note is collateralized by a certificate-of-deposit 


<PAGE>  
  
Notes to Financial Statements (Continued)    

in the amount of $200,000.  The note bears interest at a 
fixed rate of 8% and is due on demand. 

On August 27, 1996, the Company issued a second promissory 
note payable to the same financial institution in the amount 
of $200,000.  The note is collateralized by 1,000,000 shares
of Company stock owned by the Company's President.  The note 
payable bears interest at a variable rate of prime plus 1.5% 
(9.5% at December 31, 1996) and is due on demand.


11.	COMMITMENTS

Commencing January 1, 1996, the Company entered into a three 
year lease for its corporate headquarters in Blue Bell, 
Pennsylvania. In June 1996, the Company entered into a 
three-year lease agreement for its wagering operations in 
St. George's, Grenada.  Future minimum rental payments under 
the leases are as follows:

	Year ending December 31:			
		1997	$139,200		
		1998	140,388		
		1999	33,732		


12.	COMMON STOCK TRANSACTIONS

On December 13, 1995, the Company:

Issued 23,500 shares of restricted common stock as an 
employee stock bonus to all employees, exclusive of 
officers and directors, and recognized $4,115 in employee 
bonuses (based on the fair market value of the stock 
received);
Issued 340,000 shares of restricted common stock as a 
bonus to management consultants engaged by the Company, 
and recognized $3,400 in consulting fees (based on the 
fair market value of services performed); and
Issued 200,000 shares of restricted common stock for 
$35,000 and cash of $25,000 to purchase the gaming 
license.  The total amount capitalized of $60,000 was 
based on the fair market value of the gaming license.

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.


<PAGE>  
  
Notes to Financial Statements (Continued)    

13.	PRIVATE OFFERING OF COMPANY STOCK

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.


14.	ACQUISITIONS

On November 4, 1996, the Company acquired all the outstanding
common stock of Intersphere for 1,000,000 restricted shares 
of previously unissued common stock of the Company.   
Intersphere developed an exclusive proprietary product known 
as the WiseGuy Sports Wagering System.  Intersphere's 
revenue is derived from software licensing fees related to 
its proprietary product, as well as from advertising, 
marketing and web page design services primarily to Internet 
based accounts.

On November 4, 1996, the Company also acquired all the 
outstanding common stock of Global for 1,100,000 restricted 
shares of previously unissued common stock of the Company.  
Global owns the exclusive principal master license to conduct
gambling operations from the island of Grenada.  The 
exclusive gambling license is for two six-year terms and 
allows Global to sell up to four sub-licenses to qualified 
applicants.

Both the Intersphere and Global acquisitions were recorded 
under the purchase method of accounting; and, accordingly, 
the results of operations of Intersphere and Global for the 
period from November 4, 1996 to December 31, 1996 are 
included in the accompanying consolidated financial 
statements.  The purchase price of each acquisition was 
based on the fair market value of the net assets acquired as 
follows:

                           	Intersphere	      	Global	
				
Current assets             	$   63,056    		$       100	
Equipment	                      60,574             		-	
Security deposits	              15,676             		-	
Software development          	166,293             		-	
Software license	              377,021	             	-	
Gaming license                   	-           		773,783	
Current liabilities	          (415,161)		            -	
				
                           	$  267,459      		$ 773,883	



<PAGE>  
  
Notes to Financial Statements (Continued)    

The following unaudited proforma financial information for 
the Company gives effect to the Intersphere and Global 
acquisitions as if they had occurred on January 1, 1996.  
These proforma results have been prepared for comparative 
purposes only and do not purport to be indicative of the 
results of operations which actually would have resulted had 
the acquisitions occurred on the date indicated, or which 
may result in the future.  The proforma information includes 
revenues for Intersphere of $104,149 and net losses of 
$201,165 for the year ended December 31, 1996.  Prior to 
January 1, 1996, Intersphere had no appreciable results of 
operations.  Additionally, Global was a development stage 
enterprise as of the acquisition date and had no results of 
operations in 1996.  The proforma financial information for 
1996 is as follows:

Net win and other revenues	      $3,002,644 	
Net loss	                          (897,085)	
Weighted average common shares		
    outstanding                 	13,290,464	
Loss per common share	       (0.07)             	
		


15.	STOCK OPTION PLANS

In May 1995, the stockholders approved the 1995 Stock Option 
and Stock Award Plan (the "Plan") and the 1995 Directors 
Stock Option Plan (the "Director's Plan").  The purpose of 
the Plan is to attract and retain qualified and competent 
persons as officers, employees, consultants, agents, and 
independent contractors.  The purpose of the Director's Plan 
is to attract and retain nonemployee directors to the 
Company's board.

Under the Plan and the Director's Plan, the Company may grant
up to 600,000 and 300,000 stock options, respectively.  The 
terms of options granted shall be determined by the Stock 
Options Committee appointed by the Board of Directors.  

At December 31, 1995, no stock options had been awarded.  On 
October 25, 1996, the Company issued 50,000 stock options to 
a departing Company officer.  The options have an exercise 
price 33% higher than the fair market value of the Company's 
common stock on the date of the grant or $1.25 per share.  
The options remain exercisable for a three year period ending
October 25, 1999.  The fair value of the options at the date 
of grant was nominal.  Accordingly, no compensation expense 
related to the options granted has been recognized by the 
Company.


16.	PREFERRED STOCK

In May 1995, the shareholders approved an amendment to 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, 



<PAGE>  
  
Notes to Financial Statements (Continued)    

relative rights and preferences of such shares. At December 
31, 1996 and 1995, no preferred stock had been issued.  


17.	CONTINGENCY

On February 18, 1997, a search warrant ( the "Warrant") was 
issued, filed in the United States District Court for the 
Eastern District of Pennsylvania, authorizing the Federal 
Bureau of Investigation to search the premises of the 
Company's executive offices and the offices of Intersphere 
in Blue Bell, Pennsylvania including any and all computer 
hardware, software, peripheral devices and computer-related 
documentation on any of such premises.  The Warrant lists a 
variety of items to be obtained based on the assumption that 
there was a violation of federal laws and that an illegal 
gambling business was being conducted from its premises in 
Pennsylvania.   Based on the advice of counsel with 
significant criminal law, trial and appellate experience and 
comprehensive understanding of the jurisdictional scope of 
gaming laws, both domestic and international, management 
does not believe the gaming operations of its subsidiaries 
violate either the laws of the United States or the 
Commonwealth of Pennsylvania, since no gaming or gambling 
operations are conducted there.  Management's belief is based
principally on its understanding, as interpreted by its 
counsel, that the operations of the Gaming and Licensing 
Division are legally authorized in Grenada and, as such, are 
beyond the scope and outside the jurisdiction of the U.S. 
criminal laws relating to gaming activities.  The Company, 
through counsel, while co-operating fully with the officials 
of the United States, intends to move to quash the Warrant 
and subsequent subpoena in the United States District Court 
on the grounds that jurisdiction is lacking.  Although the 
Company intends to defend vigorously any action that may 
ultimately be brought by the United States in connection with 
the Warrant and subpoena, no assurance can be given that 
management's beliefs as to the criminality of its 
subsidiaries' operations, or its basis for such beliefs, are 
correct and that the Company will prevail.


<PAGE>  
  
REPORT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
ON FINANCIAL STATEMENT SCHEDULE


Board of Directors
Interactive Gaming & Communications Corp.
Blue Bell, Pennsylvania:

		We have audited the basic 1996 and 1995 consolidated 
financial statements of Interactive Gaming & Communications 
Corp. as of December 31, 1996 and 1995 and for each of the years 
in the two year period ended December 31, 1996 and have issued 
our report thereon dated March 17, 1997, such consolidated 
financial statements and report are included elsewhere in this 
Form 10-K. Our audit also included the financial statement 
schedule of Interactive Gaming & Communications Corp. listed in 
Item 14.  The financial statement schedule is the responsibility
of the Company's management.  Our responsibility is to express 
an opinion on the financial statement schedule based on our 
audit.  In our opinion, such financial statement schedule 
referred to above, when considered in relation to the basic 
consolidated financial statements taken as a whole, presents 
fairly in all material respects the information set forth herein.



PARENTE, RANDOLPH, ORLANDO, CAREY & ASSOCIATES



Plymouth Meeting, Pennsylvania
March 17, 1997

<PAGE>

INTERACTIVE GAMING & COMMUNICATIONS CORP.

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1996, 1995, AND 1994

                              	Balances at 	Provision  	Accounts  	Balances at	
                               	Beginning  	Charged to 	Written-    	End of
                                	of Year    	Expense     	Off         	Year	
For the year ended					
  December 31, 1996					
    Allowance for doubtful
     accounts                 	$348,794    	$286,992   	$573,984   	$  61,802	
					
For the year ended
  December 31, 1995:					
    Allowance for doubtful 
     accounts                 	$111,384    	$246,649	   $  9,239    	$348,794	
					
For the year ended
  December 31, 1994:					
    Allowance for doubtful 
     accounts	               $  27,280	    $  84,104	   $    -      	$111,384	
					
					
See Notes to Consolidated Financial Statements


<PAGE>

ITEM 9.  CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON 
ACCOUNTING AND FINANCIAL DISCLOSURE

On March 27, 1996, the Company filed Form 8-K announcing the 
change in independent accountants.  The Company engaged Parente, 
Randolph, Orlando, Carey and Associates to perform an audit for 
the year ended December 31, 1995.  This decision was approved 
by the Company's management. No disagreements were reported.



PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Executive Officers and Directors

The following table sets forth the name, age, and position of 
each executive officer and director of the Company.

Name	               Age	       Position	                        Term Expires	
				
Michael F. Simone	  48  	Chairman of the Board, Director,  1997 Annual Meeting
                         President, Secretary and Chief 
                         Executive Officer		
				
Lawrence E. Hirsch,	57  	Director and Vice President	      1997 Annual Meeting	
Esquire				

Fred Michini, CPA  	54  	Chief Financial Officer          	1997 Annual Meeting	

There were three officers and two directors who tendered their 
voluntary resignations citing personal reasons, namely, Rina 
Moscariello, Joseph A. Lashinger, Esquire and Jack Scott.

All the directors were re-elected to the Board of Directors at 
the Annual Meeting of Shareholders on June 21, 1996.  The term 
of office for each director is one year or until his or her 
successor is elected and qualified at the Company's annual 
meeting of shareholders.

	Michael F. Simone is a Company Director, and was  
	President/Treasurer, Organizer and Owner of 50% of the 
	outstanding shares of Sports International, Ltd. (Antigua)
 	from inception in November 1992 until the Company acquired 
	all 


<PAGE>

of the capital stock of Sports International, Ltd. 
(Antigua) on October 20, 1994.  From 1989 to 1992, Mr. 
Simone was a Vice President of Anchor Savings Bank, 
heading one of the bank's real estate lending divisions.  
He graduated from The University of Miami in 1972, and 
holds a BS Degree in Finance.

Lawrence E. Hirsch, Esquire has been a practicing attorney 
since 1963 and was General Counsel to Sports International, 
Ltd. (Antigua) from inception in November 1992 until the 
Company acquired all of the capital stock of Sports 
International, Ltd. (Antigua) on October 20, 1994.  He now 
serves as Special Counsel to the Company on a per diem 
basis.  Mr. Hirsch holds a Bachelor of Law Degree from 
Temple University.

Fred Michini, CPA received his Bachelor's Degree from 
LaSalle University in 1965 and Master's Degree from Temple
University in 1972.  He is certified in Pennsylvania and 
New Jersey.  His experience included staff auditor for the 
U.S. General Accounting Office, partner at a regional 
Philadelphia CPA firm, and founder and partner of a second
CPA firm.  His financial management experience also 
includes Chief Financial Officer for four service related 
Delaware Valley companies.

Board Meetings and Committees

Directors who are employees of the Company receive no 
compensation for services as directors.

The Company plans to establish an Audit Committee, a 
Compensation Committee and an Option Committee, each of which 
will consist of two directors.

The Audit Committee will review with the Company's independent 
accountants the scope and timing of the accountants' audit 
services and any other services they are asked to perform, their
report on the Company's financial statements following 
completion of their audit and the Company's policies and 
procedures with respect to internal accounting and financial 
controls.  In addition, the Audit Committee will be asked to 
make annual recommendations to the Board of Directors for the 
appointment of independent public accountants for the ensuing 
year.

The Compensation Committee will review and recommend to the 
Board of Directors the compensation and benefits of all officers
and key employees of the company, and review general policy 
matters relating to compensation and benefits of employees of 
the Company.   

The Option Committee will determine the number, if any, and 
terms of any options granted by the Company, except to members 
of the Committee.  Options to the members of the Option 
Committee must be granted and approved by the majority vote of 
the Board of Directors.  

<PAGE>

Limitation of Liability

As a Delaware corporation, the Company is bound by Section 145 
of the General Corporation Law of Delaware which allows the 
indemnification of officers, directors, employees or agents of 
the Company against liabilities and expenses arising out of 
actions brought by a third party, provided that the Board of 
Directors determines that such person acted in good faith and in 
a manner he reasonably believed to be in or not opposed to the 
best interests of the Company, and, with respect to a criminal 
matter, had no reasonable cause to believe his conduct was 
unlawful.  Such law also permits indemnification against 
expenses in actions brought by a shareholder on behalf of a 
corporation or by the corporation itself if the standards of 
conduct required for indemnification in third party actions are 
met, and either (1) such person was not adjudged liable to the 
corporation, or (2) the Delaware Chancery Court or other court 
in which the action was brought determines that such person is 
fairly and reasonably entitled to be indemnified.  The Company 
may make advances for expenses incurred in defending a suit 
upon the receipt of an undertaking by an officer, director, 
employee or agent to repay such amount if it is ultimately 
determined that such person is not entitled to be indemnified.

The Company's Certificate of Incorporation provides that 
directors and officers of the Company are indemnified to the 
fullest extent permitted by law and states that no director or 
officer shall have any personal liability to the Company or its 
stockholders for any monetary damages for breach of fiduciary 
duty as a director except for liability resulting from (i) 
breach of the duty of loyalty to the Company or its stockholders, 
(ii) acts or omissions not in good faith or which involve 
intentional misconduct or a knowing violation of law, (iii) 
under Section 174 of Delaware corporation law (relating to 
unlawful dividends or redemptions), or (iv) for any transaction 
from which such director or officer derived an improper personal 
benefit.  The indemnification is against all expenses arising 
from the lawsuit or action unless the director or officer is 
finally adjudged to be liable for gross negligence, recklessness 
or willful misconduct in the performance of his duty to the 
Company (unless the Delaware Chancery Court determines that in 
view of the circumstances of the case, the person is entitled to 
indemnity as determined by the court).  Expenses are paid or 
reimbursed as incurred in advance of final disposition upon 
receipt of an unsecured contractual written undertaking that 
such amount must be repaid if it is determined that the person 
is not entitled to the indemnity.

Insofar as indemnification for liabilities arising under the 
Securities Act of 1933, as amended (the "Securities Act"), may 
be permitted to directors, officers, or persons controlling the 
registrant pursuant to the foregoing provisions, the registrant 
has been informed that in the opinion of the Securities and 
Exchange Commission, such indemnification is against public 
policy as expressed in the Securities Act and is, therefore, 
unenforceable.

The Company does not currently maintain any directors' and 
officers' liability insurance.

<PAGE>

ITEM 11.  EXECUTIVE COMPENSATION

Summary of Compensation Table

              	                                 Annual Compensation	

Name and Principal Position          	Salary       	Bonus	       Other Stock	
				
Michael F. Simone, Chairman, 
President, and Chief Executive 
Officer				
1996                             	$  144,230     	$    -        	$    -	
1995	                                105,750          	-             	-	
1994	                                150,000          	-             	-	
1993                                 	24,000          	-             	-	
				
Rina Moscariello, Director, 
Vice President, and Secretary				
1996                                 	53,844          	-             	-	
1995	                                 70,700          	-             	-	
1994                                	100,000          	-             	-	
1993                                 	24,000          	-             	-	
				
Lawrence E. Hirsch, Esquire, 
Director and Vice President				
1996                                	101,872          	-             	-	
1995	                                 12,000          	-             	-	
1994                                 	12,000          	-             	-	
1993	-	-	-	
				
Joseph A. Lashinger, Esquire, 
Director and Vice President          	68,794          	-            	(1)	
				
Jack Scott, Vice President           	65,769	          -             	-	
				
Fred Michini, CPA, 
Chief Financial Officer	              35,331          	-             	-	

(1)  Terms of his employment resignation agreement provide an 
option to purchase 50,000 shares of the Company's stock at $1.75 
per share with an exercise deadline of October 25, 1999.

<PAGE>

Employee Agreements and Benefits

The Company does not have any employment contracts, retirement, 
pension, profit sharing, with or covering its officers, 
directors, consultants, and employees.  During 1996, the Company 
established a medical insurance plan for its officers and 
employees.

Stock Option and Stock Award Plan

In May 1995, the stockholders approved the 1995 Stock Option 
and Stock Award Plan (the "Plan) and the 1995 Directors Stock 
Option Plan (the "Director's Plan").  The purpose of the Plan is 
to attract and retain qualified and competent persons as 
officers, employees, consultants, agents, and independent 
contractors.  The purpose of the Director'' Plan is to attract 
and retain nonemployee directors to the Company'' board.

Under the Plan and the Director's Plan, the Company may grant up 
to 600,000 and 300,000 stock options, respectively.  The terms 
of the options granted shall be determined by the Stock options 
Committee appointed by the Board of Directors.  At December 31, 
1995, no stock options had been awarded under either plan.  On 
October 25, 1996, pursuant with a Director's voluntary 
resignation, the Company authorized the purchase of 50,000 
shares of stock at $1.75 per share with an exercise deadline of 
October 25, 1999.



ITEM 12.  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 13,672,040 shares of issued and outstanding 
Common Stock of the Company as of March 14, 1997, 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.  

<PAGE>

Name and Address of      Nature of    Number of Shares   Percent 
Beneficial Owner	        Ownership	        Owned
				
Michael F. Simone
23 Cottonwood Street
Newtown, PA  18940
     and
595 Skippack Pike, 
Suite 100
Blue Bell, PA  19422	  Common Stock,   	4,480,000        	32.8%	
                        Direct				

Rina Moscariello
994 Derring Lane
Bryn Mawr, PA  19110
     and
595 Skippack Pike, 
Suite 100
Blue Bell, PA  19422	Common Stock,      4,010,000        	29.3%	
                      Direct				

Lawrence E. Hirsch
1700 Sansom Street, 
Suite 501
Philadelphia, PA 
 19103	             Common Stock,          10,000         	0.0%	
                     Direct				

Fred Michini
2005 North Wales 
Road
Lansdale, PA 19446	Common Stock,            1,000          0.0%
                    Direct
				
Caribbean 
Communications, 
Ltd.
Antigua, West 
Indies            	Common Stock,       	1,000,000         	7.3%	
                    Direct				

Arthur Reynolds
Antigua, West 
Indies            	Common Stock,        1,100,000         	8.0%	
                    Direct				

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

                                        8,501,000         62.1%	



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There are no other material relationships or transactions which 
qualify for disclosure under this caption.

<PAGE>

PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS 
ON FORM 8-K

Financial Statement Schedules

The consolidated financial statements and related schedules 
filed as part of this Form 10-K are included in Part II, Item 8.


Reports on Form 8-K

On November 14, 1996, the Company filed a Form 8-K reporting 
the acquisition of  Intersphere and Global from Caribbean 
Communications, Ltd. and Arthur Reynolds in exchange for 
1,000,000 and 1,100,000 shares, respectively, of the Company's 
restricted common stock.


<PAGE>  

  
             INTERACTIVE GAMING & COMMUNICATIONS CORP. 
              (FORMERLY, SPORTS INTERNATIONAL, LTD.)
  
                           SIGNATURES  
  
Pursuant to the requirements of section 13 or 15(d) 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 & COMMUNICATIONS CORP.

Dated:  March 28, 1997



By:	/s/ Michael F. Simone	
	Michael F. Simone, President and Chief Executive Officer	
		
		
		
By:	/s/ Fred Michini	
	Fred Michini, Chief Financial Officer	

Pursuant to the requirements of the Securities Exchange Act of 
1934, as amended, this report has been signed below by the 
following persons on behalf of the Registrant and in the 
capacities indicated on this 28th day of March, 1997.


INTERACTIVE GAMING & COMMUNICATIONS CORP.



By:	/s/ Michael F. Simone	
	Michael F. Simone, Director, President, and Chief 
      Executive Officer	
		
		
		
By:	/s/ Lawrence E. Hirsch	
	Lawrence E. Hirsch, Director and Vice President	



  
<PAGE>

                   Daniel L. Lieberman
               Certified Public Accountant

                  REPORT OF INDEPENDENT 
               CERTIFIED PUBLIC ACCOUNTANT

Board of Directors
Sports International Ltd.
Blue Bell, Pennsylvania

I have audited the consolidated balance sheet of Sports
International, Ltd. (a Delaware corporation) as of December
31, 1994 and the related consolidated statements of operations,
changes in stockholders' equity and cash flows for the year 
then ended. These financial statements are the responsibility
of the Corporation's management. My responsibility is to 
express an opinion on these financial statements based on my
audit.

I conducted my audit in accordance with generally accepted 
auditing standards. Those standards require that I 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. I 
believe that my audit provides a reasonable basis for my 
opinion.

In my opinion, the consolidated financial statements referred 
to above present fairly, in all material respects, the 
financial position of Sports International, Ltd. at December
31, 1994, and the results of its operations and its cash flows 
for the year then ended, in conformity with generally accepted
accounting principles.

My audit was made for the purpose of forming an opinion on the
basic financial statements taken as a whole. The supplemental
schedules listed in the accompanying index to consolidated 
financial statements and related information of the Form 10-K 
are presented for purposes of complying with the Securities 
and Exchange Commission's rules and are not part of the basic
financial statements. These schedules have been subjected to 
the auditing procedures applied in the audit of the basic 
financial statements and, in my opinion, fairly state in all 
material respects the financial data required to be set forth
therein in relation to the basic financial statements taken
as a whole.

/s/ Daniel L. Lieberman

Old Westbury, New York
April4, 1995

<PAGE>


                   Daniel L. Lieberman
               Certified Public Accountant

INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT'S CONSENT

I consent to the incorporation by reference of my report dated
April 4, 1995, on my audit of the consolidated balance sheet of 
Sports International, Ltd. (a Delaware corporation) as of 
December 31, 1994 and the related consolidated statements of 
operations, changes in stockholders' equity and cash flows for 
the year then ended, in Form 10-K of Sports International, Ltd. 
for the year ended December 31, 1995.

/s/ Daniel L. Lieberman

Old Westbury, New York
March 27, 1996