UNITED STATES  
  
               SECURITIES AND EXCHANGE COMMISSION  
  
                     Washington, D.C. 20549  
  
                            FORM 10-K  
  
  
Annual Report Pursuant to Section 13 or 15(d) of the   
Securities Exchange Act of 1934  
  
For the fiscal year ended        December 31, 1997  
  
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.)  
  
4070 Butler Pike, Suite 300, Plymouth Meeting, PA    19462       
(Address of principal executive offices      (Zip Code)  
  
Registrant's telephone number, including area code: 
(610) 941-0305

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

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

Common Stock, $0.001/par value per share
(Title of class)

	Indicate  by check mark whether the registrant 
(1) has filed all reports required to be filed by section 
13 or 15(d) of the Securities Exchange  Act  of  1934 during 
the preceding 12 months (or  for such shorter period that the
registrant was required to file such reports), and  (2) has 
been subject to such filing requirements for the past  90 days.   

Yes [X]  No [ ]

As of June 18, 1998, there were 13,701,290 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 $517,651 computed at the closing 
price for the Registrant's common stock on the NASD Bulletin 
Board on June 18, 1998.

 
<PAGE>  

TABLE OF CONTENTS

                                                                    Page
Part I

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

Part II

5. Market Price for 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                              34

Part III

10. Directors and Executive Officers of the Registrant              34
11. Executive Compensation                                          37
12. Security Ownership of Certain Beneficial Owners 
    and Management                                                  38
13. Certain Relationships and Related Transactions                  39

Part IV

14. Exhibits, Financial Statement Schedules, and Reports on 
    Form 8-K                                                        40

    Exhibit 27, Financial Data Schedule (For electronic Filing 
    Purposes Only)                                                  41

    Signatures                                                      42

<PAGE>

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 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.

<PAGE>

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 two subsidiaries, Global Gaming Corp. (Grenada) 
("Global") and Intersphere Communications, Ltd. (Grenada) 
("Intersphere"). 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.

As discussed in Note 17 to the financial statements, incorporated 
herein, the Company implemented a plan to divest its subsidiaries 
engaged in international Internet sports book and casino gaming.  
Therefore, the consolidated financial statements include the 
accounts of Sports International, Ltd. (Grenada) ("Sports") and 
Global Casinos, Ltd. (Grenada) ("Casinos"), the two subsidiaries 
sold on March 18, 1998, as discontinued operations.

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 used by Sports in 1997.  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.

Casinos operated one of the world's first Internet Casino and 
Sports book.  By accessing the Company's Internet site, a betting 
enthusiast could play and place wagers on a variety of casino 
games and sporting events.  Casinos operated its business under 
a gaming license issued and authorized by the government of 
Grenada.

Sports operated an international Internet sports book.  Sports 
betting enthusiasts, once they established an account, could 
place a wager on just about any sporting event over the phone 
or the Internet via a personal computer.  Wagers were accepted 
on all major sporting events in the U.S. and Europe.  Sports 
operated its business under a gaming license issued and 
authorized by the government of Grenada.  Sports was the 
principle source of revenue for the Company, generally 
accounting for 73%, 95% and 100% of the Company's net revenues 
for the years ended December 31, 1997 and 1996, and 1995, 
respectively, before discontinuance of operations.

Industry Segments

<PAGE>

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

The Company operates in the casino segment via the Internet 
utilizing proprietary software developed by its subsidiaries and 
joint venture affiliates.  The Company derives its revenues from 
licensing, royalties, traditional advertising and Internet 
related development and design services.

Marketing

The Company primarily advertises its licenses and 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. The success of increased 
revenues is directly dependent upon the amount of advertising in 
both conventional and Internet markets.  

Intellectual Property

The Company holds no patents or trademarks for its software.

Government Regulation

The licensing business of the Company is conducted through its 
wholly owned subsidiaries, which are legally organized in Grenada 
and licensed by the Grenadan government to conduct its business.  
The business activities of Sports and Casinos 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 
and sportsbook via its Casino subsidiary and an Internet casino 
via its Sports subsidiary.  The first entertainment offered to 
its customers was a slot machine tournament followed by blackjack 
and poker games. Sports and Casinos were sold in March 1998.  
The Company plans to develop more live games in the third quarter 
of 1998, which will be offered, for licensing by Intersphere to 
qualified businesses.

The Company also has plans to develop an interactive horse racing 
system for the Internet World Wide Web to be offered by 
Intersphere to thoroughbred horse tracks throughout the world.


Employees

<PAGE>

As of June 18, 1998, the Company had 10 full-time employees: 3 
software engineers; 1 graphic designers; 2 marketing personnel; 
1 HTML writer; and 3 employees engaged in service support.  The 
ompany 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 there are 20 sports books and 80 
on-line 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

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. 

Commencing December 9, 1997, the Company entered into a new 
four-year lease for its corporate and subsidiary, Intersphere, 
headquarters in Plymouth Meeting, Pennsylvania.  The lease 
provides for current annualized rent of approximately $49,000.



ITEM 3.  LEGAL PROCEEDINGS

<PAGE>

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. In addition, the State of Missouri in April 1997 sought 
an injunction in its courts seeking to restrict the Company from 
offering the Global Casino through the Internet to Missouri 
residents.  While not admitting personal jurisdiction, the Company 
through its counsel agreed not to offer these services to Missouri 
residents.  The Company posted a notice to this effect within its 
Internet web site.  Subsequently, an investigator employed by the 
State of Missouri accessed the Company's web site; apparently 
determining that the Company had breached its agreement with 
Missouri.  Accordingly, in May 1997, the State of Missouri 
indicted the Company and its President, Michael F. Simone, and 
filed a judgement in the amount of $66,050 for statutory 
"gambling" violations in Missouri.  The Company has been advised 
by competent legal counsel experienced in civil, criminal and 
constitutional matters, that the Missouri proceedings lack merit 
because Missouri has no in personum jurisdiction of the Company 
or of Mr. Simone.  Once again, no assurance can be given that 
this view is judicially correct, nor can assurance be given the 
Company will prevail in these proceedings which are under appeal.



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, 1997.

<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.

         	                  1997                1996             1995	
	                        High   	Low	      High    	Low     	High    	Low	
							
First Quarter          	1 7/8	    1   	   1 3/16   	5/8    	5 1/4   	.75	
Second Quarter         	1 1/16  	5/8     	3 3/16   	5/8      	3     	.75	
Third Quarter	          .50     	.34     	2 5/8   	1 1/2     	2      	7/8	
Fourth Quarter          	5/16	   .13     	2        	7/8    	2 1/8   	.75	

On June 18, 1998, the last reported sales price for the Common 
Stock was $.14.

On June 18, 1998, the Company had approximately 511 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 13,701,290 
shares are issued and outstanding as at June 18, 1998.

<PAGE>

Approximately 10,807,369 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.

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

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, 1997, no preferred stock of the 
Company had been issued.


<PAGE>


ITEM 6.  SELECTED FINANCIAL DATA

The selected financial data presented on the following tables for, 
and as of the end of, each of the years or periods ended for the 
three year period ended December 31, 1997, are derived from the 
financial statements of the Company reflecting both income from 
continuing and discontinued operations. The financial statements 
for the years ended December 31, 1997, 1996 and 1995 have been 
audited by Parente, Randolph, Orlando, Carey & Associates.  The 
1995 Selected Financial Data includes solely the operations of 
Sports International, Ltd. (Antigua).  The 1996 and 1997 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>

	                                    1997	        1996	        1995	
  		                                               (1)		
				
Income Statement Data :				
				
Revenues                    $    689,663    	$    113,386     $   0	
				
Expenses                       2,311,493          972,879         0	
				
				
Loss from continuing 
 operations before  
 income tax benefit	          (1,621,830)	       (859,493)        0	
				
Deferred income tax benefit      100,000             0            0	
				
Loss from continuing 
 operations	                  (1,521,830)        (859,493)        0	
				
Income from discontinued 
 operations	                      18,637          163,573        209,698	
				
Net (loss) income	         $  (1,503,193)    $   (695,920)  $    209,698	
				
Basic (loss) earnings 
 per common share:    
  Continued operations          $ (0.11)          $ (0.07)     $  0     
  Discontinued operations	          0	               0.01        0.02	
   Net (loss) income per share	$ (0.11)           $ (0.06)     $ 0.02         	
Weighted average    
 Common shares Outstanding	  13,682,752	       11,512,656	     10,404,110	
				
<PAGE>
				
	                                  1997           1996          1995	
	                      	                          (1)     		
				
Balance Sheet Data:				
Working capital (deficit)	$(  630,477)	     $(  294,602)  	$  (352,100)	
				
Total assets	             $ 2,864,345      $ 4,008,364     $ 1,931,886	
				
Deficit                   $(2,241,381)     $  (738,188)    $   (42,268)	
				
Stockholders' equity 
 (deficit)                $    448,616      $1,909,301     $    303,926	

(1)	See Note 13 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 

In March 1998, the Company sold its two gaming subsidiaries Sports 
and Casinos.  Therefore the Consolidated Statement of Operations 
for 1997, 1996, and 1995 have been restated to reflect the results 
from the continuing operations.  The continuing operations for the 
Company as restated for those years and as discussed prospectively 
herein reflect licensing fees, royalties and other revenues earned 
from traditional advertising sources and Internet related 
development and design fees.  Accordingly, such revenues for 1997 
were $553,152 as compared to $113,386 for 1996.  There were no such 
revenues in 1995.  The increase in revenues resulted from the 
acquisition of Intersphere and Global in October 1996 which 
reflected three months of revenue as compared to twelve months of 
revenue in 1997.   Licensing and royalties fees for gaming and 
software licenses accounted for 46% of the revenues reported for 
1997 and 5% of the revenues reported for 1996 from continuing 
operations.  The remaining revenues were generated from advertising 
and other Internet related services.  There was no revenue or 
related expense from continuing operations in 1995.  Expenses from 
continuing operations increased from $972,879 in 1996 to $1,465,681 
in 1997 mainly as a result of depreciation and amortization, 
insurance, interest and other related charges for conducting a full 
year of business as primarily a licensing and development company 
in the gaming and Internet markets.

Results of operations for the discontinued operations of Sports and
Casinos reflect a decrease in gross handle from $58,482,731 in 1996 
to $43,995,036 in 1997 or $14,487,695. Net win and other revenues 
also decreased by $1,158,170 from $2,785,109 in 1996 to $1,626,939 in 
1997. Expenses decreased by $1,013,234 in 1997. The decreases in both
revenue and expenses resulted from the Company's increased efforts to
sell Sports and Casinos and divest itself from wagering activities.

Liquidity and Capital Resources

The Company's working capital deficit from continuing operations 
increased by $335,875, or 114%, from $294,602 in 1996 to $630,477 
in 1997.  The increase in deficit was attributable, in the main, 
to loss from operations amounting to $1,503,193 in 1997.

Further cost reductions and anticipated revenue growth from 
licensing as described in the Prospective Outlook discussion 
that follows should contribute to a gradual decrease in the 
working capital deficit.  In addition, current payments of 
principal and interest on the $4,990,000 note from the sale of 
Sports and Casinos in March 1998 should further enhance the 
working capital position and reduction in deficit beginning in 
the third quarter of 1998. The first eighteen monts of the note 
only require monthly payments of interest on the unpaid principal 
portion that would amount to approximately $35,000 per month or 
$420,000 per year.

<PAGE>

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



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.  However, with the sale of Sports 
and Casinos in 1998, the Company is no longer involved with 
customers' wagers.  But there continues to remain the uncertainty 
of how the U.S. and other world governments will look upon 
gambling on the Internet which 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.  In addition, the State of Missouri in April 
1997 sought an injunction in its courts seeking to restrict the 
Company from offering the Global Casino through the Internet to 
Missouri residents.  While not admitting personal jurisdiction, the 
Company through its counsel agreed not to offer these services to 
Missouri residents.  The Company posted a notice to this effect 
within its Internet web site.  Subsequently, an investigator 
employed by the State of Missouri accessed the Company's web site; 
apparently determining that the Company had breached its agreement 
with Missouri.  Accordingly, in May of 1997, the State of Missouri 
indicted the Company and its President, Michael F. Simone, and filed 
a judgement in the amount of $66,050 for statutory "gambling" 
violations in Missouri.  The Company has been advised by competent 
legal counsel experienced in civil, criminal and constitutional 
matters, that the Missouri proceedings lack merit because Missouri 
has no in personum jurisdiction of the Company or of Mr. Simone.  
Once again, no assurance can be given that this view is judicially 
correct, nor can assurance be given the Company will prevail in 
these proceedings which are under appeal.

Inflation

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

<PAGE>

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


ITEM 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>

INDEPENDENT AUDITORS' REPORT

Board of Directors
Interactive Gaming & Communications Corp.
Plymouth Meeting, Pennsylvania:

	We have audited the accompanying consolidated balance sheets 
of Interactive Gaming & Communications Corp. and its subsidiaries 
at December 31, 1997 and 1996, and the related consolidated 
statements of operations, stockholders' equity and cash flows for 
each of the three years in the period ended December 31, 1997.  
These financial statements are the responsibility of the Company's 
management.  Our responsibility is to express an opinion on these 
financial statements based on our audits.  

	We conducted our audits in accordance with generally 
accepted 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 consolidated financial statements 
referred to above present fairly, in all material respects, the 
financial position of Interactive Gaming & Communications Corp. and 
its subsidiaries at December 31, 1997, and 1996, and the results of 
its operations and its cash flows for each of the three years in the 
period ended December 31, 1997, in conformity with generally 
accepted accounting principles.

	The accompanying consolidated financial statements have 
been prepared on a going concern basis, which contemplates 
continuity of operations, the realization of assets and the 
satisfaction of liabilities in the normal course of business.  As 
discussed in Note 3 to the financial statements, the Company has 
negative working capital at December 31, 1997 and 1996 and negative 
cash flows from operations for the year ended December 31, 1997.  
The majority of the Company's continuing and discontinued operations 
were financed by cash flows from its discontinued operations 
including customers' credit balances and security deposits, which 
remained on deposit until customers requested repayment. These 
subsidiaries were sold in 1998.  The Company will need to seek 
other financing or generate sufficient cash flows to pay the 
current liabilities of continuing operations.  The Company incurred 
a net loss of $1,503,193 in 1997 and $859,493 in 1996 and there is 
no assurance that profitable operations will be achieved in the 
future.  These factors, among others, raise substantial doubt about 
the Company's ability to continue as a going concern.  The 
consolidated financial statements do not include any adjustments 
that might result from the outcome of this uncertainty. 

                      PARENTE, RANDOLPH, ORLANDO, CAREY & ASSOCIATES

Philadelphia, Pennsylvania
May 29, 1998

<PAGE>  
<TABLE> 
INTERACTIVE GAMING & COMMUNICATIONS CORP.

CONSOLIDATED BALANCE SHEET
DECEMBER 31, 1997 AND 1996
						
<CAPTION>						
		1997		 1996 		
<S>                                    <C>                <C> 		
ASSETS						
						
CURRENT ASSETS:						
    Cash 	                     	 $      15,250  		 $    66,121 		 		
    Accounts receivable, 
    net of allowance for 
    doubtful accounts						
    of $113,000 in 1997                 68,516 		       88,702
    Deferred tax asset                 100,000            - 		
    Net current assets 
    of discontinued 
    operations		                       529,754 		      595,268 				
						
          Total current assets		       713,520 		       750,091 		
						
EQUIPMENT, Net	   	                    100,420 		       124,349 		
						
INTANGIBLE ASSETS:						
    Systems development costs, net	  1,449,235 	 	    1,652,149 		
    Gaming and software 
     sub-licenses, net                 377,021  		    1,150,804 		
    
        Total intangible assets		    1,826,256 	 	    2,802,953 		
						
OTHER ASSETS 		                          1,118 		        -

NET NONCURRENT ASSETS OF
 DISCONTINUED OPERATIONS               223,031          330,971 		
						
                    TOTAL	       	 $ 2,864,345   		 $ 4,008,364 		
						
LIABILITIES AND STOCKHOLDERS' EQUITY						
						
CURRENT LIABILITIES:
    Notes payable	                   	$286,065      	$	200,000 						
    Bank overdraft	                   	$74,109            - 				
    Accounts payable and accrued 
    expenses		                         454,039 		      249,425
    Net current liabilities of 
    discontinued operations          1,601,516       1,649,638 		
						
        Total current liabilities 		$2,415,729    		$2,099,063 		
						
STOCKHOLDERS' EQUITY:						
    Common stock, $0.001 par 
    value, 25,000,000 shares						
    authorized,  13,701,290 and 
    13,672,040 shares issued 
    and outstanding in 1997 and 
    1996, respectively		                13,701 		       13,672 		
    Additional paid-in capital		     2,676,296 		    2,633,817 		
    Deficit		                       (2,241,381)		     (738,188)		
						
     Total stockholders' equity	  	    448,616 		    1,909,301 		
						
                    TOTAL       		 $ 2,864,345  		 $ 4,008,364 		
		 		 		
See Notes to Consolidated Financial Statements						
						
</TABLE> 
<PAGE>  
<TABLE> 

INTERACTIVE GAMING & COMMUNICATIONS CORP.

CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<CAPTION>
																			
	        									            	    	1997	         	1996        		 1995 			
<S>                                  <C>            <C>            <C>								
REVENUES:																			
	Gaming and software
       licensing fees, net		       328,529 		      70,000 		       - 			
	Advertising                       159,066 		         - 	   	      -
      Program and design fees      111,656            -            -
      Rental Income                 67,648            -            - 			
	Other                              22,764            -            -
      Interest Income                 -             43,386         -  			
																			
		Total revenues	                  689,663 	 	     113,386 		      - 					
																			
EXPENSES:
      Impairment of gaming 
       sub-license                 709,301            -            -												
	Salaries                          437,105  		     456,400 		      - 			
	Depreciation and amortization     299,798          15,009         -
      Advertising                  194,284          19,767         -
      Legal and professional       159,587         124,472         -
      Rent                         116,061         106,840         -
      Provision for doubtful 
       accounts                    113,000            -            - 
      Office                        59,373          65,101         -
      Telephone                     52,692          69,585         -
      Insurance                     46,401          23,895         -
      Travel and related expenses   26,071          42,663         -
      Other                         25,578          10,752         -
      Auto                          22,963          19,270         -
      Interest                      21,908           5,119         -
      Bank Charges                  12,856           2,302         -
      Repairs and maintenance        7,740          10,110         -
      Services and other fees        6,775           1,594         -

		Total expenses                 2,311,493 	   	   972,879         -

Loss from continuing operations
 before income tax benefit      (1,621,830)       (859,493)        -

Deferred income tax benefit        100,000            -            -

Loss from continuing operations (1,521,830)       (859,493)        -

Income from discontinuing 
 operations                         18,637         163,573       209,698        
																			
Net (loss) income 			    	 $    (1,503,193)   $   (695,920)	 $   209,698 			
																			
Basic (Loss) earnings per
 common share:
  Continued operations     $     (0.11)		     $      (0.07)	 $     - 	
  Discontinued operations          -          $       0.01   $      0.02		
		
Net (loss) income per 
 common share:             $   (0.11)         $  (0.06)       $     0.02
																	
Weighted average
 common shares																			
	outstanding				          		  13,682,752 		   11,512,656 	  10,404,110 			
																			
See Notes to Consolidated Financial Statements																			
</TABLE> 																			
<PAGE>  

<TABLE> 
INTERACTIVE GAMING & COMMUNICATIONS CORP.

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996, AND 1995
<CAPTION>
                        		 COMMON STOCK 			  ADDITIONAL 		           STOCK- 	
		                      SHARES 				            PAID-IN 		            HOLDERS' 	
		                    OUTSTANDING 		 AMOUNT 		 CAPITAL 		 DEFICIT 		 EQUITY 	
<S>                      <C>         <C> 	     <C>      		<C>	         	<C>			
BALANCES, JANUARY 
1, 1995		           $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   (738,118) $ 1,909,301 	
											
Common stock 
issued for		             29,250 		     29 		   42,479 		      - 		     42,508 	
    services											
Net loss for 1997		       - 		     - 		      - 		   (1,503,193)		  (1,503,193)	
											
BALANCES, DECEMBER 
31, 1997	          	$13,701,290 		$13,701 	$2,676,296	($2,241,381) 	$448,616 	
				 		 		 	 	 												
											
See Notes to Consolidated Financial Statements											

</TABLE> 

<PAGE>  

<TABLE> 
INTERACTIVE GAMING & COMMUNICATIONS CORP.

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

<CAPTION>								
                                 		1997	       	1996	      	 1995 		
<S>                                <C>          <C>        		<C>								
CASH FLOWS FROM 
OPERATING ACTIVITIES:								
    Net (loss) income	    	 $   (1,503,193)		 $ (695,920)		 $ 209,698 		
    Adjustments to 
    reconcile net (loss) 
    income  to net								
    cash (used in) 
    provided by operating 
    activities:								
      Depreciation and 
      amortization		             299,798 		    15,009 		    - 		
      Change in net assets 
        and liabilities of
        discontinued operations  167,841        679,235       162,731
      Deferred income tax
       benefit                  (100,000)          -              -
      Impairment of gaming 
       sub license               709,301           -              -
      (Increase) decrease in 
        assets:
          Accounts receivable     20,186        (88,702)          -
          Other Assets            (1,118)          -              -
       Increase in liabilities
         Accounts payable and 
         accrued expenses        204,614        249,425           -
								
              Net cash (used in) 
              provided by  								
              operating 
              activities	 	     (202,571)		      159,047		    372,429 		
								
CASH FLOWS FROM INVESTING 
ACTIVITIES:								
    Purchase of equipment         (8,474)  		   (139,359)		        -				
    Decrease (increase)in 
     loan receivable                 -           138,788     (372,429)
    Purchase of systems
     development costs               -          (933,899)          -            
    Purchase of software 
    sub-license		                    - 	   	    (109,457)	         - 		
		
								
      Net cash used in investing								
                      activities  (8,474)  		 (1,043,927)		  (372,429)		
								
CASH FLOWS FROM FINANCING 
ACTIVITIES:	
    Bank overdraft                74,109            -              -
    Proceeds from notes payable		 86,065 		      200,000 		        - 							
    Proceeds from issuance of 
    common stock	  	                 - 		        751,001 		        - 				
								
      Net cash provided by 								
      financing activities		     160,174 	  	    951,001     		    - 		
								
(DECREASE) INCREASE IN CASH	 	   (50,871)    		   66,121		         - 		
								
CASH, BEGINNING		                 66,121 	     	    -            		- 		
								
CASH, ENDING	             	 $     15,250    		 $  66,121        		 -
		 		 				
						 (Continued) 		
</TABLE> 
<PAGE>  
<TABLE> 
INTERACTIVE GAMING & COMMUNICATIONS CORP.
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

<CAPTION>							
                                     		1997	      	  1996       		 1995 	
<S>                                    <C>           <C> 	        	<C>	

SUPPLEMENTAL CASH FLOW 
INFORMATION,							
     Interest paid              		 $  21,908	  	 $    5,119 		 $     - 	
							
														
						
SUPPLEMENTAL SCHEDULE OF NONCASH							
    INVESTING AND FINANCING 
    ACTIVITIES:

    Common stock issued for 
     employee bonuses and 
     consulting fees	 	            $  42,508		    $     - 		       7,515 	
							
							
     Common stock issued for 
     services (Note 11) 	        	 $    - 	   	   $   508,947 		 $      - 	
							
     Common stock issued for 
     acquisitions (Note 13)	     	 $     - 	  	   $1,041,342 		  $      - 	
							
     Common stock issued 
     for gaming license		          $     - 		     $     - 	    	 $   35,000 	
							

							

</TABLE> 							


<PAGE>

INTERACTIVE GAMING & COMMUNICATIONS CORP.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 1.	NATURE OF OPERATIONS

Interactive Gaming & Communications Corp. (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 two subsidiaries, Global Gaming Corp. (Grenada) 
("Global") and Intersphere Communications, Ltd. (Grenada) 
("Intersphere"). 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.

As discussed in note 17, the Company implemented a plan to 
divest its subsidiaries engaged in international Internet 
sports book and casino gaming.  Therefore, the consolidated 
financial statements include the accounts of Sports 
International, Ltd. (Grenada) ("Sports") and Global Casinos, 
Ltd. (Grenada) ("Casinos"), the two subsidiaries sold on 
March 18, 1998, as discontinued operations.

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 licenses' net revenues.

Intersphere is a software development, marketing and 
communications company specializing in the Internet market.  
Intersphere developed the Wise Guy 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 Wise Guy system was in development for over a year and in 
1997 became operational. 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.

Casinos operated the world's first Internet Casino.  By 
accessing the Company's Internet site, a betting enthusiast 
could play and place wagers on a variety of casino games.  
Casinos operated its business under a gaming license issued 
and authorized by the government of Grenada. 

<PAGE>
INTERACTIVE GAMING & COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Sports operated an international Internet sports book.  Sports 
betting enthusiasts, once they established an account, could 
place a wager on just about any sporting event over the phone 
or the Internet via a personal computer.  Wagers were accepted 
on all major sporting events in the U.S. and Europe.  Sports 
operated its business under a gaming license issued and 
authorized by the government of Grenada. Sports was the 
principal source of revenue for the Company, generally 
accounting for 70%, 95% and 100% of the Company's net revenues 
for the years ended December 31, 1997 and 1996, and 1995, 
respectively, before discontinuance of operations.

 2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts 
of the Company and its wholly owned subsidiaries, Global, 
Intersphere, Sports and Casinos.  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.

FINANCIAL INSTRUMENTS

The carrying amounts of cash, accounts receivable, notes 
payable and accounts payable approximate fair value at 
December 31, 1997 and 1996.

EQUIPMENT 

Equipment is recorded at cost.  Depreciation is provided 
on the straight-line method over the estimated useful 
lives of the assets and was $32,400 and $15,009 in 1997 
and 1996, respectively.

SOFTWARE REVENUE RECOGNITION

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

<PAGE>
INTERACTIVE GAMING & COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


SYSTEMS DEVELOPMENT COSTS

The Company capitalizes the cost of developing certain 
software products it plans to market in accordance with 
Statement of Financial Accounting Standards No. 86, 
"Accounting for the Costs of Computer Software to be Sold, 
Leased, or Otherwise Marketed" (Note 8).  Amortization is
computed on an individual product basis and is the greater 
of: (a) the ratio of current gross revenues for a product 
to the total amount and anticipated future gross revenues 
for the product or (b) the straight-line method over the 
estimated economic life of the product.  The Company is 
using an estimated economic life of ten years.  

GAMING AND SOFTWARE SUB-LICENSES

Through its subsidiaries Global and Intersphere, the 
Company has obtained the exclusive right to sub-license 
gaming operations and sports wagering software.  The 
Company has valued those sub-licensing agreements at 
their fair value as determined by the present value of 
anticipated future cash flows.  Amortization is provided 
using the straight-line method over 10 to 12 years and was 
$102,184 in 1997.  

At December 31, 1997, the Company evaluated the ongoing 
value assigned to these gaming and software agreements as 
required by Statement of Financial Accounting Standards No. 
121, "Accounting for the Impairment of Long-Lived Assets and 
for Long-Lived Assets to be Disposed Of."  Based on such an 
evaluation, the Company determined that a gaming license 
asset with a carrying value of $709,301 was impaired due to 
changes in estimates relating to future sales.  The change 
in estimates was a result of recent sales of the licenses 
and delays in development and marketing of the Company's 
products which could result in the loss of the exclusive 
license agreement.  As a result, the Company wrote down its 
license by $709,301 to its estimated fair value.  Fair value 
was estimated based on the estimated future cash flows 
discounted at a market rate of interest.  Considerable 
management judgment is necessary to estimate discounted 
future cash flows.  Accordingly, actual results could vary 
significantly from such estimates.  

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, 1997 and 1996, 
10,807,369 shares and 11,789,379 shares of the total issued 
and outstanding shares of 13,701,290 and 13,672,040, 
respectively, were restricted as described above.

<PAGE>
INTERACTIVE GAMING & COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


      COMMON STOCK TRANSACTIONS

The Company adopted the recognition provisions of Statement 
of Financial Accounting Standards No. 123, "Accounting for 
Stock-Based Compensation" in 1995 which requires fair value
measurement for stock-based compensation plans.

ADVERTISING COSTS

Costs incurred for advertising are expensed as incurred.

INCOME TAXES

The Company accounts for income taxes under the liability 
method.  Under this method, deferred tax assets and 
liabilities are determined based on differences between 
financial reporting and tax bases of assets and liabilities 
and are measured using the enacted tax rates and laws that 
will be in effect when the differences are expected to 
reverse.

BASIC (LOSS) EARNINGS PER COMMON SHARE

In 1997, the Financial Accounting Standard Board issued 
Statement of Financial Standards No. 128 "Earnings Per 
Share" ("SFAS 128"). SFAS 128 replaced the calculation of 
primary and fully diluted earnings per share.  Unlike 
primary earnings per share, basic earnings per share exclude 
any dilutive effects of options.  Additionally, the dilutive 
effects of options are not included when losses from 
continuing operations exist.  (Loss) earnings per common 
share is computed for 1997, 1996 and 1995 by dividing the 
net (loss) earnings by the weighted average number of 
shares of common stock outstanding.

RECLASSIFICATIONS

Certain balances and amounts in the 1996 and 1995 financial 
statements have been reclassified to conform with the 1997 
presentation.


 3.	BASIS OF PRESENTATION 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.

<PAGE>
INTERACTIVE GAMING & COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The Company had a working capital deficiency of $630,477 and 
$294,602 at December 31, 1997 and 1996, respectively, and 
negative cash flows from operating activities of $202,571 in 
1997.  The majority of the Company's continuing and 
discontinued operations were financed by cash flows from its 
discontinued operations including customers' credit balances 
and security deposits, which remained on deposit until 
customers requested repayment.  These subsidiaries were sold 
in 1998.  The Company will need to seek other financing or 
generate sufficient cash flows to pay the current liabilities 
of continuing operations.  Additionally, the Company incurred 
a net loss from continuing operations of $1,503,193 in 1997 
and $859,493 in 1996 and there is no assurance that profitable 
operations will be achieved 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 software and gaming licensing agreements.  Additionally, 
management plans to continue to refine its operations, control 
expenses, evaluate alternative methods to conduct its business, 
and seek available and attractive sources of debt or equity 
financing through a combination of a private placement, and 
sharing of development costs, or other resources.  There can be 
no assurance that the Company's efforts will be successful.

 4.	SIGNIFICANT ESTIMATES AND CONCENTRATIONS

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

The Company has provided an allowance for doubtful accounts of 
$113,000 at December 31, 1997, 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 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, 
1997.  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, 1997 and 1996, 16% and 33% of the Company's net 
assets of continuing operations were located in Grenada, 
respectively.  Revenues from foreign customers, primarily in 
Grenada, represented 81% and revenues from U.S. customers 
represented 19% of 1997 revenues.

<PAGE>
INTERACTIVE GAMING & COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




 5.	RELATED PARTY TRANSACTIONS

The net current assets of discontinued operations includes a 
note receivable for approximately $56,000 from a Company 
consultant and shareholder, which is unsecured, payable on 
demand and bears interest at the prime rate plus 1%.

The Company paid consulting fees of $47,000 and $35,331 to 
its Chief Financial Officer in 1997 and 1996, respectively.

 6.	EQUIPMENT 

Equipment consists of the following at December 31, 1997 and 
1996:

       	                                 1997       1996	
			
Furniture, fixtures and equipment    	$157,353	  $148,882	
			
Less accumulated depreciation           56,933     24,533	
			
Net                                   $100,420   $124,349	

 7.	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, such as blackjack, craps, roulette, 
baccarat and slot machine games, on their personal computers 
using the Internet World Wide Web, with the Company managing 
the wagering.  Additionally in September 1996, the Company 
entered into a software development and licensing agreement 
with another software developer to develop a "Global Casino" to 
provide services similar to the above on a state-of-the-art 
operating platform.

After the economic and technical feasibility of the projects 
had been established, the Company began funding them. Costs 
incurred subsequent to the establishment of technological 
feasibility and directly related to the project have been 
capitalized. Capitalized project costs were $1,652,149 at 
December 31, 1997 and 1996, respectively. The "Global Casino" 
project was completed in 1997 and amortization expense was 
$165,214 in 1997.   As management has made estimates in 
determining the net realizable value of system development 
costs, it is reasonably possible that these values will change 
in the near term.

 8.	NOTES PAYABLE

On August 27, 1996, the Company issued a promissory note 
payable to a 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% 

<PAGE>
INTERACTIVE GAMING & COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(10.0% at December 31, 1997) and is payable on demand.

Note payable, shareholder, for $86,065 at December 31, 1997 
is payable on demand, unsecured and bears interest at prime 
plus 1.5% (10% at December 31, 1997).

 9.	INCOME TAXES

Prior to 1997, the Company derived 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. In 1997, a deferred 
tax asset of $100,000 was recognized for the future tax 
consequences attributable to U.S. net operating loss 
carryforwards of approximately $300,000, which expire in 2012.

Reconciliation of the U.S. federal statutory rate to the 
Company's effective tax rate on continuing operations follows:

	                                             1997	1998	
			
U.S. federal statutory tax rate                     34.0%   34.0%	
Non-U.S. net operating loss carryforwards          (27.8)  (21.0)   	
Net operating loss carryforwards with no 
 current tax benefit                                -      (13.0)   	
			
Effective tax rate on continuing operations	         6.2%	   0.0%	

In 1996, the U.S. tax benefit resulting from net operating 
loss carryforwards were offset by an allowance as it was more 
likely than not that any benefit would be realized.  In 1997, a 
tax benefit of approximately $100,000 was recognized to reflect 
future taxes relating from the sale of its subsidiaries.

10.	COMMITMENTS

Commencing December 9, 1997, the Company entered into a four 
year lease for its corporate headquarters in Plymouth Meeting, 
Pennsylvania. Future minimum rental payments under the leases 
are as follows:

Year ending December 31:		
		
1998 	$63,000	
1999	  49,000	
2000	  51,000	
2001	  54,000	

<PAGE>
INTERACTIVE GAMING & COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


11.	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, $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.

On June 30, 1997, the Company issued 29,250 shares of 
restricted common stock in settlement of services of $42,508 
rendered in the development of the "Virtual Casino" software.

12.	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.

13.	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 

<PAGE>
INTERACTIVE GAMING & COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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	

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 unaudited 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)	

14.	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.

<PAGE>
INTERACTIVE GAMING & COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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.

During 1997, no stock options were awarded.

15.	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, relative rights and 
preferences of such shares. At December 31, 1997 and 1996, no 
preferred stock had been issued.

16.	CONTINGENCY

LITIGATION

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 

<PAGE>
INTERACTIVE GAMING & COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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. In addition, the State of 
Missouri in April 1997 sought an injunction in its counts 
seeking to restrict the Company from offering the Global 
Casino through the Internet to Missouri residents.  While 
not admitting personal jurisdiction, the Company through 
its counsel agreed not to offer these services to Missouri 
residents.  The Company posted a notice to this effect 
within its Internet web site.  Subsequently, an investigator 
employed by the State of Missouri accessed the Company's web 
site; apparently determining that the Company had breached 
its agreement with Missouri. Accordingly, in May of 1997, 
the State of Missouri indicted the Company and its President, 
Michael F. Simone, and filed a judgement in the amount of 
$66,050 for statutory "gambling" violations in Missouri.  
The Company has been advised by competent legal counsel 
experienced in civil, criminal and constitutional matters, 
that the Missouri proceedings lack merit because Missouri 
has no in personum jurisdiction of the Company or of Mr. 
Simone.  Once again, no assurance can be given that this 
view is judicially correct, nor can assurance be given that 
the Company will prevail in these proceedings which are 
under appeal.

OTHER LITIGATION

The Company, in the normal course of business, is subject to 
litigation and is presently involved as a defendant in 
several lawsuits.  In the opinion of management, the 
ultimate outcome of these cases is unknown and any exposure 
to liability, if any cannot be estimated at this time.  
Consequently, no amount has been accrued at December 31, 
1997.

17.	DISCONTINUED OPERATIONS

In September 1997, the Company adopted a plan to dispose of 
Sports and Casino (the "Gaming Divisions").  Effective March 
18, 1998, the Company sold the Gaming Divisions for $10,000 in 
cash, debt forgiveness of $1,400,000 and a $4,990,000 note 
receivable. The interest rate on the note is the prime rate.  
The first eighteen months of the note only require monthly 
payments of interest on the unpaid principal portion.  The 
second eighteen months require payment of interest plus 
principal of $27,725 per month.  A balloon payment of 
$4,490,950 is payable on the thirty-seventh month.  The stock 
of the Gaming Divisions has been pledged by the buyer as 
collateral.  The sale resulted in a pre-tax gain of 
approximately $1,400,000 in 1998 after considering costs 
incurred in connection with the sale and operating results 
through the date of disposition.  As collection of the 
$4,990,000 note is uncertain, the Company will defer the gain 
on the note and recognize revenue as principal is collected.

Net current assets from discontinued operations were primarily 
cash and customer receivables.  Net noncurrent assets from 
discontinued operations were primarily fixed assets.  Net 
current liabilities were customers' credit balances, security 
deposits and accounts payable and accrued expenses.

<PAGE>
INTERACTIVE GAMING & COMMUNICATIONS CORP.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The financial statements reflect the operating results and 
balance sheet items of the discontinued operations separately 
from continuing operations.  Prior years have been restated.  
Operating results for the discontinued operations were:

	                            1997	           1996         1995	
				
Gross handle             $43,995,036     $58,482,731  $47,817,172	
Less customer win         42,368,097      55,730,479   45,237,227	
				
Net win	                   1,626,939      	2,752,252	   2,579,945	
Other revenues                -	              32,857	      47,341	
				
Net win and other revenues	1,626,939      	2,785,109    	2,627,286	
Expenses	                  1,608,302  	    2,621,536	    2,417,588	
				
Net  income           	$      18,637  	$     163,573	$     209,698	

<PAGE>



INDEPENDENT AUDITORS' REPORT


Board of Directors
Interactive Gaming & Communications Corp.
Plymouth Meeting, Pennsylvania:

		We have audited the basic 1997, 1996 and 1995 consolidated 
financial statements of Interactive Gaming & Communications Corp. 
and its subsidiaries at  December 31, 1997 and 1996 and for each 
of the three years in the period ended December 31, 1997 and have 
issued our report thereon dated May 29, 1998, 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 on 
page 23.  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

Philadelphia, Pennsylvania
May 29, 1998

<PAGE>

INTERACTIVE GAMING & COMMUNICATIONS CORP.

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995

       	       Balances at       Provision     Accounts    Balances at 
              Beginning of 	      Charge     Written-Off 	 End of Year	
                  Year           to Expense        

For the year 
ended December 
31, 1997, 
Allowance for 
doubtful 
accounts	       $ - 0-          $113,000   	 $  - 0 - 	      $113,000	
					
For the year 
ended December 
31, 1996, 
Allowance for 
doubtful 
accounts	       $ - 0 -	        $ - 0 -	      $  - 0 -	      $  - 0 -	
					
For the year 
ended December 
31, 1995, 
Allowance for 
doubtful 
accounts	       $ - 0 -	        $ - 0 -	      $ - 0 -	       $ - 0 -	



<PAGE>



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

There were no changes or disagreements with accountants on 
financial disclosure during this period.



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	    49  Chairman of the Board,  1998 Annual Meeting
                          Director, President, 
                          Secretary and Chief 
                          Executive Officer		
				
Michael F. Oryl, JR.  30  Director and Vice       1998 Annual Meeting
                          President		
				
Jeffrey D. Erb        29  Director and Secretary  1998 Annual Meeting	
				
Fred Michini, CPA	    55  Chief Financial Officer 1998 Annual Meeting	

All the directors were re-elected to the Board of Directors at the 
Annual Meeting of Shareholders on June 30,1997.  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 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 

<PAGE>

The University of Miami in 1972, and holds a BS Degree in 
Finance.


Michael F. Oryl, JR. is the President of Intersphere.  He 
founded the company together with Mr. Erb in December 1994.  
He is the primary technical source in the fields of computers 
and networks for the Company.  Mr. Oryl's experience includes 
many aspects of the computer industry, such as, digital 
services, UNIX. OS/2, Windows NT, and Internet network 
routing.  He is an active member of several high tech and 
Internet organizations and is proficient with numerous 
programming languages on many different computer platforms.

Jeffrey D. Erb is the Vice President of Intersphere.  Mr. 
Erb is well versed in all aspects of the World Wide Web and 
the Internet, as well as design and management.  He has 
overseen and personally handled much of the layout and 
programming of the World Wide Web pages and received 
international attention and awards.  He is qualified in 
HTML programming and all aspects of Internet development.  
Mr. Erb is an active member of several high tech and 
Internet organizations, is on the board of directors of the Young
Professionals Network as well as the Philadelphia Area New Media 
Association, and is a contributing writer in the 
advertising industry online magazine "Channel Seven".

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 

<PAGE>

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.  

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 

<PAGE>

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				
    1997                          $30,800     $  -      $-	
    1996   	                      144,230        -   	   -	
    1995                          105,750        -       -	
    1994                          150,000        -       -	
    1993                           24,000        -       -	
				
Michael F. Oryl, JR. 
Director and Vice 
President				
    1997	                          44,923        -       -	
				
Jeffrey D.Erb, 
Director and 
Secretary				
    1997                           44,923        -       -	
				
Fred Michini, CPA, 
Chief Financial 
Officer				
    1997                           47,000        -      -	
    1996                           35,331        -      -	
				
				
<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 
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 
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 13,701,290 shares of issued and outstanding 
Common Stock of the Company as of May 14, 1998, 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 

<PAGE>

with respect to shares shown as beneficially owned by them.  

Name and Address of      Nature of    Number of Shares   Percent 
Beneficial Owner	        Ownership	        Owned
				
Michael F. Simone
188 Jericho Valley Dr.
Wrightstown, PA 18940	Common Stock,   	4,198,280        	30.6%	
                        Direct				

Rina Moscariello
994 Derring Lane
Bryn Mawr, PA  19110	Common Stock,     3,490,000        	25.5%	
                        Direct				

Michael F. Oryl, Jr.    Common Stock,       113,500           1.0%	
                        Direct				

Jeffrey D. Erb	      Common Stock,       100,000           1.0%	
                        Direct				

Fred Michini
2005 North Wales 
Road
Lansdale, PA 19446	Common Stock,         2,000            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)		

                                           4,413,780          32.2%	



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

There are no other material relationships or transactions that 
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 17, 1997, the Company filed a Form 8-K reporting an 
agreement entered into with International Gaming Corp. 
("International"), pursuant to which the Company has agreed to sell 
the stock of two of the Company's subsidiaries, Sports and Casinos, 
for a purchase price of $5 million (US), of which $4,990,000 will 
be in a promissory note bearing interest at the prime rate and 
payable over three years.  The Company also will license certain 
of its gaming software to International.

<PAGE>  

EXHIBIT 27, FINANCIAL DATA SCHEDULE
(FOR ELECTRONIC FILING PURPOSES ONLY)

THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION 
EXTRACTED FROM THE BALANCE SHEET AND STATEMENT OF 
OPERATIONS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE 
TO SUCH FINANCIAL STATEMENTS.                              

Cash		                                				              $   15,240		  
Marketable Securities	                   	                       0	
Notes and Accounts Receivable                              181,516
Allowances for Doubtful Accounts                           113,000
Inventory                                                        0	
Total Current Assets                                       713,520
Property, Plant and Equipment	                             157,353	
Accumulated Depreciation                                    56,933	
Total Assets                                             2,864,345	
Total Current Liabilities                                2,415,729   
Bonds, Mortgages and Similar Debt                                0
Preferred Stock - Mandatory Redemption                           0		
Preferred Stock - No Mandatory Redemption                        0
Common Stock                                                13,701		
Other Stockholders' Equity                                 434,915
Total Liabilities and Stockholders' Equity		             2,864,345	
Net Sales of Tangible Products                                   0	
Total Revenues					                                        689,663		
Cost of Tangible Goods Sold                                      0	
Total Costs and Expenses App.
 to Sales and Revenues                                           0
Other Costs and Expenses				                             2,176,585
Provision for Doubtful Accounts                            113,000	
Interest and Amortization of Debt Discount                  21,908	
Income Before Taxes and Other Items	                    (1,621,830)		    
Income Tax Expense                                         100,000
Income/Loss Continuing Operations                       (1,521,830)
Discontinued Operations                                     18,637
Extraordinary Items                                              0
Cumulative Effect-Changes in Accounting Principles               0
Net Income or Loss                                      (1,503,193)	
Earnings Per Share - Primary                                 (0.11)
Earnings Per Share - Fully Diluted                           (0.11)			

<PAGE>  

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:  July 8, 1998



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 8th day of July 1998.


INTERACTIVE GAMING & COMMUNICATIONS CORP.


By:
/s/ Michael F. Simone

Michael F. Simone, Director, President, 
and Chief Executive Officer


By:
/s/ Michael Oryl
Michael Oryl, Director and Vice President


By:
/s/ Jeffrey Erb

Jeffrey Erb, Director and Secretary