UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C. 20549

                                 FORM 10-K

(Mark One)
[ X ]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
[Fee Required]

For the fiscal year ended  DECEMBER 31, 1998


                                    or

[     ] TRANSITION REPORT PURSUANT TO SECTION 13 OF 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934 [No Fee Required]

For the transition period from  to



 Commission file Number  33-7764-C


                 INTERACTIVE GAMING & COMMUNICATIONS CORP.
          (Exact name of registrant as specified in its charter)

<TABLE>
<CAPTION>
           DELAWARE                  23-2838676
<S>                             <C> <C>
(State or other jurisdiction of   (I.R.S. Employer
incorporation or organization)   Identification No.)
</TABLE>

<TABLE>
<CAPTION>
 4070 BUTLER PIKE,  PLYMOUTH MEETING, PA 19462-1510
<S>                                      <C>
(Address of principal executive offices) (Zip Code)
</TABLE>


Registrant's telephone number, including area     (610) 941-0305
code


     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 July 6, 1999, there were 15,544,903 shares of the Registrant's common
stock outstanding.  The aggregate market  value  of the Registrant's voting
stock held by nonaffiliates of the Registrant was  approximately $3,103,360
computed at the closing price for the Registrant's common stock on the NASD
Bulletin Board on July 6, 1999.




<PAGE>

                             TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                       PAGE
<S> <C>                                                                <C>
    PART I
  1. Business                                                            1
  2. Properties                                                          4
  3. Legal Proceedings                                                   4
  4. Submission of Matters to a Vote of Securities Holders               5
    PART II
  5. Market Price for Registrant's Common Equity and Related
    Stockholder Matters                                                  7
  6. Selected Financial Data                                             9
  7. Management's Discussion and Analysis of Financial Condition and
    Results of Operations                                               13
  8. Financial Statements and Supplementary Data                        16
  9. Changes in and Disagreement with Accountants on Accounting and
    Financial Disclosure                                                40
    PART III
  10. Directors and Executive Officers of the Registrant                40
  11. Executive Compensation                                            43
  12. Security Ownership of Certain Beneficial Owners and Management    44
  13. Certain Relationships and Related Transactions                    45
    PART IV
  14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K  45
    Exhibit 27, Financial Data Schedule (For Electronic Filing
    Purposes Only)                                                      46
    Signatures                                                          47
</TABLE>




<PAGE>

                                ITEM I.  BUSINESS
                                -----------------

General

History  and  Organization
--------------------------

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

Plan  of  Reorganization
------------------------

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

Acquisition  -  Exchange  of  Stock  and  Notes
-----------------------------------------------

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

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

<PAGE>

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

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

The Company is a holding company publicly trading on the National Association of
Securities  Dealers Automated Over the Counter (OTC) Market Bulletin Board under
the trading symbol "SBET".  The Company is comprised of 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  inNote  19  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.

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

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,  before  discontinuance  of  operations.

Global  was  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  had  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 were
derived  from  annual  licensing fees and a percentage of the sub licensees' net
revenues. The company has withdrawn from conducting further licensing activities
in  Grenada  until  both  the  political  and  industry environment becomes more
favorable.

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

<PAGE>

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% and 95% of the Company's net revenues for
the  years ended December 31, 1997 and 1996, respectively, before discontinuance
of  operations.
              -

Industry  Segments

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

The  Company  operates in the casino segment via the Internet/Intranet 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 company no longer operates any
business,  which  is  regulated  by  government.

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 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 July 1999, the Company had 8 full-time employees: 2 software engineers; 1
graphic  designer; 2 marketing personnel; 1 HTML writer; and 2 employees engaged
in  service  support.  The  Company  also  utilizes  full-time  and  part-time
consultants  on  an  as-needed  basis.  None  of  the  company's  employees  is
represented  by  a  labor  union and the Company believes its relations with its
employees  are  satisfactory.

Backlog

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

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

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

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,

<PAGE>

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  violated  either the laws of the United States or the Commonwealth
of  Pennsylvania,  since  no  gaming or gambling operations are conducted there.

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.  On September 22, 1998, the
company  and Simone entered into a plea agreement with the State of Missouri. As
part  of the agreement the Company was to pay a fine in the amount of $5,000 and
an  additional  $20,000.  For  the costs to prosecute the case. Simone was fined
$2,500.  As  of  December  31,  1998,  $15,000 remains unpaid and is included in
accounts  payable  and accrued expenses. According to the plea agreement, if the
$20,000 was not paid within sixty days following the date of the plea, the State
of  Missouri  may  bring  additional  criminal  charges  against  the  Company.


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

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




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

<PAGE>

On  March  18,  1998,  a Special Meeting of Shareholders was held to approve the
sale of all of the capital stock of Sports and Casinos for $5,000,000.  The sale
was  unanimously  approved  by  the  Shareholders.


<PAGE>


<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
(in  dollars) for the Company's Common Stock, as reported on the Bulletin Board,
since  trading  resumed.

                                1998     1997     1996
                                ----     ----     ----
                    High     Low     High     Low     High     Low
                    ----     ---     ----     ---     ----     ---

First  Quarter     .21     .13     1  7/8     1     1  3/16     5/8
Second  Quarter     .16     .11     1  1/16     5/8     3  3/16     5/8
Third  Quarter     .44     .13          .50     .34     2  5/8     1
Fourth  Quarter     .08     .05     5/16     .13     2     7/8

On  July  6,  1999 the last reported sales price for the Common Stock was $0.52.

On  July  6,  1999  the  Company  had  approximately  550  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  15,544,903  shares  are  issued  and
outstanding  as  at  July  6,  1999.

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.

<PAGE>

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, 1998, 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,  1998,  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, 1998, 1997 and 1996 have
been  audited  by  Parente, Randolph, Orlando, Carey & Associates, LLC. The 1997
and  1998 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>

<TABLE>

<S>                                        <C>           <C>         <C>

                                                  1998     1997     1996
                                                  ----     ----     ----
                                                                    (1)

INCOME  STATEMENT  DATA  :

Revenues                              $  325,416    $  689,663  $  113,386

Expenses                               1,206,542     2,311,493     972,879

Other  Income                             11,499
                                          ------

Loss  from  continuing  operations
   before  income  tax  benefit        (869,627)    (1,621,830)   (859,493)

Deferred  income  tax  benefit                         100,000           0
                                                       -------           -

Loss  from  continuing  operations     (869,627)    (1,521,830)   (859,493)

Income  (loss)  from discontinued
operations                              (66,579)        18,637     163,573
                                        --------        ------     -------

Loss  before  extraordinary  item      (936,206)    (1,503,193)   (695,920)

Extraordinary  item:  debt
forgiveness                             864,721              0           0
                                        -------              -           -

Net  loss                   $  (71,485)     $  (1,503,193)     $   (695,920)
                             ===========     ==============     =============

Basic  (loss)  earnings
   per  common  share:
   Continued  operations   $    (0.06)     $       (0.11)     $    (0.07)
   Discontinued  operations    0                       0            0.01
   Extraordinary  item           0.06
   Net  (loss)  income
    per share             $         0      $       (0.11)     $   (0.06)
                        ==============     =================

<PAGE>

Weighted  average
   Common  shares
   Outstanding             13,701,290     13,682,752     11,512,656
                           ==========     ==========     ==========


<PAGE>



                                       1998          1997            1996
                                       ----          ----            ----
                                                                     (1)

BALANCE  SHEET  DATA:
Working  capital  (deficit)     $(1,311,501)     $(  630,477)     $(  294,602)
                                ============     ============     ============

Total  assets                   $  1,777,274     $  2,864,345     $  4,008,364
                                ============     ============     ============

Deficit                         $(2,312,866)     $(2,241,381)     $  (738,188)
                                ============     ============     ============

Stockholders'  equity (deficit) $    377,131     $    448,616     $1,909,301
                                ============     ============     ==========

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

<PAGE>
------
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
OF  OPERATIONS
--------------

Results  of  Operations

Years  Ended  December  31  1998  &  1997

In  March 1998, the Company sold its two gaming subsidiaries Sports and Casinos.
Therefore  the  Consolidated Statement of Operations for 1998 and 1997 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 1998 were $325,416 as compared to $689,663
for  1997  and $113,386 for 1996.  The decrease in revenues for 1998 as compared
to  1997  resulted  from  the  loss  of  two licensees in 1998 and a decrease in
advertising  revenue  in  1998.  Licensing  and  royalties  fees  for gaming and
software licenses accounted for 59% of the revenues in 1998, 46% of the revenues
in  1997,  and  5% of the revenues reported for 1996 from continuing operations.
The  remaining  revenues  were  generated  from  advertising  and other Internet
related services.  Expenses from continuing operations decreased from $2,311,493
in  1997  to  $1,206,542  or $1,104,951 in 1998 mainly as a result of a one time
charge  in 1997 for $709,301 representing the impairment of a gaming sub-license
and  decreased  charges for depreciation and doubtful accounts in 1998 amounting
to  $248,886.  In  addition,  in  1998  the  Company reduced rent by $53,635 and
advertising  by  $186,303.

Results  of  operations  for  the  discontinued operations of Sports and Casinos
reflect  a  loss  of $66,579 in 1998 as compared to $18,637 income 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.

Years  Ended  December  31,  1997  &  1996

The increase in revenues from $ 689,663 in 1997 to $ 113,386 in 1996 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 revenue reported for 1996 from
continuing operations. The remaining revenue was generated from advertising and
other Internet related services.

Expenses  from  continuing  operations  increased  from  $972,879  in  1996  to
$2,311,493  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.

Liquidity  and  Capital  Resources

The  Company's  working  capital deficit from continuing operations increased by
$769,054,  or  242%,  from  $542,447  in 1997 to $1,311,501 in 1998. The largest
component  increase  in  the  working  capital  deficit was accounts payable and
accrued  expenses  which increased by $537,083 or 218%. Of this amount, $257,730
was accrued for shares of stock issued in lieu of salary to the President of the
Company  and  consulting  fees  to  a  consultant.  The remaining increase was a
result  of  trade  accounts  payable and payroll taxes from the inability of the
Company  to  generate  positive  cash flow from operations. In addition, working
capital  increased  as a result of the

<PAGE>

inability to collect anticipated payments
on  the  $4,990,000  note  from  the  sale of the Company's former subsidiaries.

The  Company has available at December 31, 1998 approximately $421,000 of unused
operating  loss  carryforwards that may be applied against future taxable income
and  that  expire  in  various  years  from  2011  to  2013.

Under a promissory note payable to Madison Bank, the Company has a $200,000 line
of credit available to fund working capital needs.  As of December 31, 1998, the
Company  has  utilized $131,956 with $69,044 available to fund future short term
needs.

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.

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.

Year  2000

The  "Year  2000 Problem" arose because many existing computer programs use only
the  last  two digits to refer to a year.  Therefore, these computer programs do
not  properly  recognize  a  year  that begins with "20" instead of the familiar
"19".  If  not  corrected,  many  computer  applications  could  fail  or create
erroneous  results.  The  problems  created by using abbreviated dates appear in
hardware such as microchips, operating systems and other software programs.  The
Company's  Year  2000  ("Y2K")  compliance  project is intended to determine the
readiness  of the Company's business for the Year 2000.  The Company defines Y2K
compliance  to mean that the computer code will process all defined future dates
properly  and  give  accurate  results.

In  September 1998, the Company formed a Y2K compliance committee which includes
chief  software  writing  personnel  reporting  directly  to  the  President.
Management  of the Company believes that it has an effective program in place to
resolve  any  Y2K  issues  and  that  all  of  its equipment and software are in
compliance to address Y2K readiness.  However, although management believes that
the  Company's  systems  and  applications  are  Y2K  compliant, there can be no
assurance  that  the systems of other companies with which it does business will
be  Y2K  compliant  on  a  timely  basis.

<PAGE>

Government  Regulation  -  Effect  on  Financing

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 company no longer operates any
business,  which  is  regulated  by  government.



Inflation

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

Prospective  Outlook

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

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

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

The  Company  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.


<PAGE>

               ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
               ---------------------------------------------------

Index  to  Financial  Statements  and  Supplementary  Data

                                         Page
                                         ----

                       INDEPENDENT AUDITORS' REPORT                    17

CONSOLIDATED  FINANCIAL  STATEMENTS:
                                Balance Sheet                          18
                           Statement of Operations                     19
                      Statement of Stockholders' Equity                20
                           Statement of Cash Flows                     21
                      Notes to Financial Statements                 22 - 37

INDEPENDENT  AUDITORS'  REPORT  ON  FINANCIAL  STATEMENT  SCHEDULE     38

             SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS           39

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 sheet of Interactive
Gaming & Communications Corp. and its subsidiaries at December 31, 1998 and
1997, and the related consolidated statements of operations, stockholders'
equity and cash flows for each of the three years in the period ended December
31, 1998. 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, 1998, and
1997, and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 1998, 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 2 to the financial statements, the Company has negative
working capital at December 31, 1998 and 1997 and negative cash flows from
operations for the years ended December 31, 1998 and 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 loss from continuing operations of $869,627
in 1998 and $1,521,830 in 1997 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, LLC

Philadelphia, Pennsylvania
May 19, 1999, except for Note 21 as to
    which the date is June 22, 1999
<PAGE>


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

CONSOLIDATED BALANCE SHEET
"DECEMBER 31, 1998 AND 1997"
<S>                                                 <C>             <C>
																														                    	1998           		1997

ASSETS

CURRENT ASSETS:
	Cash                                          " $5,708 "	      " $215,250 "
	"Accounts receivable, net of allowance for
  doubtful accounts"
		"of $38,000 and $113,000 in 1998 and 1997"				" 6,934 "	       	" 68,516 "
	Deferred tax asset																														     -        		" 100,000 "
	Net current assets of discontinued operations							 -        		" 529,754 "

				Total current assets																							" 12,642 "      		" 913,520 "

"EQUIPMENT, Net"																															" 68,351 "	      	" 100,420 "

INTANGIBLE ASSETS:
	"Systems development costs, net"			 							" 1,393,547 "    		" 1,486,938 "
	"Gaming and software licenses, net"										" 301,616 "      		" 339,318 "

				Total intangible assets																	" 1,695,163 "    		" 1,826,256 "

OTHER ASSETS																								     							" 1,118 "	        	" 1,118 "

NET NONCURRENT ASSETS OF DISCONTINUED
	OPERATIONS																									            					 -        		" 223,031 "

								TOTAL																						       	" $1,777,274 "   		" $3,064,345 "

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
	Notes payable																						 								" $318,021 "	     	" $386,065 "
	Bank overdraft																													        	 -         		" 74,109 "
	Current portion of long-term debt													" 15,000 "	       	" 12,000 "
	Accounts payable and accrued expenses								" 991,122 "      		" 454,039 "
	Net current liabilities of
discontinued operations																														 -      		" 1,601,516 "

				Total current liabilities															" 1,324,143 "	    	" 2,527,729 "

LONG-TERM DEBT																						  									" 76,000 "	       	" 88,000 "

						Total liabilities													  						" 1,400,143 "    		" 2,615,729 "

STOCKHOLDERS' EQUITY:
	"Preferred stock, 10,000,000 shares authorized"
		none issued																							           						 -               		 -
	"Common stock, $0.001 par value,
  25,000,000 shares"
		"authorized, 13,701,290 shares
  issued and outstanding"										   									" 13,701 "	       	" 13,701 "
	Additional paid-in capital																	" 2,676,296 "	    	" 2,676,296 "
	Deficit																										     				" (2,312,866)"	   	" (2,241,381)"

						Total stockholders' equity														" 377,131 "      		" 448,616 "

								TOTAL																						       	" $1,777,274 "    	" $3,064,345 "

See Notes to Consolidated Financial Statements









<PAGE>

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

CONSOLIDATED STATEMENT OF OPERATIONS
"FOR THE YEARS ENDED DECEMBER 31, 1998, 1997, AND 1996"
<S>                                  <C>            <C>          <C>
                  																			1998        		1997	       	1996

REVENUES																									" $325,416 "		" $689,663 "		" $113,386 "

OPERATING EXPENSES:
	Salaries																 								" 536,622 "		" 437,105 "		" 456,400 "
	Legal and professional											" 203,714 "		" 159,587 "		" 124,472 "
	Depreciation and amortization			 " 162,862 "		" 299,798 "		" 15,009 "
	Rent																						      		" 62,426 "		" 116,061 "		" 106,840 "
	Other 																							    	" 55,693 "	 	" 38,434 "		" 13,054 "
	Interest																							  	" 48,618 "		" 21,908 "		" 5,119 "
	Telephone																					 			" 43,069 "		" 52,692 "		" 69,585 "
	Office 																							   	" 24,697 "		" 59,373 "		" 65,101 "
	Insurance																							 	" 22,737 "		" 46,401 "		" 23,895 "
	Travel and related expenses					 	" 22,474 "		" 26,071 "		" 42,663 "
	Auto																							      	" 13,359 "		" 22,963 "		" 19,270 "
	Advertising																					 		" 7,981 "		" 194,284 "		" 19,767 "
	Provision for doubtful accounts  		" 1,130 "		" 113,000 "		 -
	Services and other fees										 				 835 	   	" 6,775 "		" 1,594 "
	Repairs and maintenance											 			 325 	   	" 7,740 "		" 10,110 "
	Impairment of gaming sub-license			 				 - 		" 709,301 "		 -

				Total operating expenses			" 1,206,542 "		" 2,311,493 "		" 972,879 "

OTHER INCOME																						" 11,499 "      		 -         		 -

"LOSS FROM CONTINUING OPERATIONS, before income"
	"taxes, discontinued operations
  and extraordinary item"								" (869,627)"		" (1,621,830)"		" (859,493)"

DEFERRED INCOME TAX BENEFIT												 -   		" 100,000 "		      -

"LOSS FROM CONTINUING OPERATIONS,
 before "	discontinued operations
and extraordinary item									" (869,627)"		" (1,521,830)"		" (859,493)"

(LOSS) INCOME FROM DISCONTINUED
 OPERATIONS																					" (66,579)"		" 18,637 "	#REF!	" 163,573 "

LOSS BEFORE EXTRAORDINARY ITEM		" (936,206)"		" (1,503,193)"		" (695,920)"

"EXTRAORDINARY ITEM, "
	"Debt forgiveness income, net
of related "
		"income taxes of $100,000"					" 864,721 "      		 -           		 -

NET LOSS																					 		" $(71,485)"		" $(1,503,193)"		" $(695,920)"

BASIC (LOSS) EARNINGS PER COMMON SHARE:
	Continued operations														 $(0.06)	     	 $(0.11)	    	 $(0.07)
	Discontinued operations															 -        		 -           		 0.01
	Extraordinary item																		 0.06 		       -   	         	 -

				Net loss per share																 $-       		 $(0.11)	    	 $(0.06)

WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING																				" 13,701,290 "		" 13,682,752 "		" 11,512,656 "


See Notes to Consolidated Financial Statements


</TABLE>

<PAGE>

INTERACTIVE GAMING & COMMUNICATIONS CORP.

<TABLE>

CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
"FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996"

<S>                      <C>          <C>          <C>         <C>        <C>
														             COMMON STOCK 	  		 ADDITIONAL 				           STOCK-
															         SHARES 			          			 PAID-IN 				           HOLDERS'
           									 OUTSTANDING 				 AMOUNT 		 CAPITAL 				 DEFICIT 	 EQUITY

"BALANCE, 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 - 1996						 - 	        		 - 		      	 - 		 	" (695,920)"	" (695,920)"

"BALANCE,
DECEMBER 31,
1996"			 				" 13,672,040 "	" 13,672 "	" 2,633,817 "	" (738,188)"	" 1,909,301

Common stock
 issued for
services		 							" 29,250 "	  		 29   			" 42,479 "		    	 - 	   		" 42,508 "
Net loss - 1997				 	 - 			        - 		    	 - 		" (1,503,193)"	" (1,503,193)"

"BALANCE,
DECEMBER 31,
1997"								" 13,701,290 "	" 13,701 "	" 2,676,296 "	" (2,241,381)"	" 448,616"

Net loss - 1998								- 			      - 			      - 	     		" (71,485)"			" (71,485)"

"BALANCE,
DECEMBER 31,
1998"					" 13,701,290 "	" $13,701 "	" $2,676,296 "	" $(2,312,866)"	" $377,131"


See Notes to Consolidated Financial Statements


<PAGE>

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

CONSOLIDATED STATEMENT OF CASH FLOWS
"FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996"
		<S>                                      <C>           <C>         <C>
                     																					1998         		1997		      1996

CASH FLOWS FROM OPERATING ACTIVITIES:
	Net loss																						     	" $(71,485)"	" $(1,503,193)"	" $(695,920)
	Adjustments to reconcile net loss
 to net cash
		(used in) provided by operating
  activities:
			Depreciation and amortization	 				" 162,862 "		    " 299,798 "		" 15,009 "
Change in net assets and liabilities of
				discontinued operations										" (848,731)"	    	" 167,841 "		" 679,235 "
			Deferred income tax expense
   (benefit)		     																			" 100,000 "	   	" (100,000)"	    	 -
			Impairment of gaming sub-license								 -        		" 709,301 "    		 -
			(Increase) decrease in assets:
				Accounts receivable													 		" 61,582 "     		" 20,186 "		" (88,702)"
				Other assets																		      		 - 	         	" (1,118)"    		 -
			"Increase in liabilities,"
				Accounts payable and accrued
    expenses			     			 														" 537,383 "    		" 204,614 " 		" 249,425 "

					Net cash (used in)
    provided by operating activities		" (58,389)"	   	" (202,571)" 		" 159,047 "

CASH FLOWS FROM INVESTING ACTIVITIES:
	Purchase of equipment  																		 -          		" (8,474)"		" (139,359)"
	Decrease in loan receivable															_                _       	" 138,788 "
	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)"

CASH FLOWS FROM FINANCING ACTIVITIES:
	Bank overdraft																							" (74,109)"     		" 74,109 "	      	 -
	Payments of notes payable												" (77,044)"	         	 - 	         	 -
	Proceeds from notes payable														 -         		" 386,065 "	 	" 200,000 "
	Proceeds from issuance of common stock			 -              		 -     		" 751,001 "

					Net cash (used in) provided
     by financing activities										" (151,153)"   		" 460,174 " 		" 951,001 "

(DECREASE) INCREASE IN CASH											" (209,542)"   		" 149,129 "  		" 66,121 "

"CASH, BEGINNING"																						" 215,250 "	    	" 66,121 "      		 -

"CASH, ENDING"														  										" $5,708 "  		" $215,250 " 		" $66,121 "

"SUPPLEMENTAL CASH FLOW INFORMATION,"
	Interest paid														 	 								" $52,707 "   		" $21,908 "	  	" $5,119 "

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING
	"AND FINANCING ACTIVITIES,"
		Common stock issued for employee bonuses
			and consulting fees																			 $-         		" $42,508 "	   	 $-

		Common stock issued for services
  (Note 12)		       	 																			 $-          		 $-       		" $508,947 "

		Common stock issued for
  acquisitions (Note 14)																	 $-          		 $-     		" $1,041,342 "


See Notes to Consolidated Financial Statements


<PAGE>

                    INTERACTIVE GAMING & COMMUNICATIONS CORP.
                    =========================================

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------

 1.     NATURE  OF  OPERATIONS  AND  SUMMARY  OF
          SIGNIFICANT  ACCOUNTING  POLICIES

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  19,  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  was  the  exclusive principal international gaming license holder in the
country  of Grenada, West Indies.  Based on the current internet gaming industry
environment  and  complex  issues  and  responsibility  regarding  the offering,
managing  and  supervising  sub-licenses  of gaming operation in Grenada, Global
suspended  any  further  issuing  of sub-licenses for the government of Grenada.
This  policy will continue until the industry environment changes and Global can
renegotiate a new and stronger agreement with Grenada.  Global has not reapplied
to  be  the  exclusive  international  gaming  license  holder in the country of
Grenada.

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  one  of the world's first Internet casinos.  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% and 95% of the Company's net revenues for
the  years ended December 31, 1997 and 1996, respectively, before discontinuance
of  operations.

     PRINCIPLES  OF  CONSOLIDATION
     -----------------------------

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

     USE  OF  ESTIMATES
     ------------------

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

FINANCIAL  INSTRUMENTS
----------------------

The  carrying  amounts  of  cash,  accounts receivable, notes payable, long-term
debt, and accounts payable approximate fair value at December 31, 1998 and 1997.

EQUIPMENT
---------

Equipment  is  recorded  at cost.  Depreciation is provided on the straight-line
method  over  the  estimated useful lives of the assets and was $31,770 in 1998,
$32,400  in  1997  and  $15,009  in  1996.

SOFTWARE  REVENUE  RECOGNITION
------------------------------

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


<PAGE>
------
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 6).  Amortization is computed on an individual product
basis  and  is  the  greater  of:  (a) the ratio of current gross revenues for a
product  to  the  total  amount  and  anticipated  future gross revenues for the
product  or (b) the straight-line method over the estimated economic life of the
product.  The  Company  is  using  an  estimated  economic  life  of  ten years.

     GAMING  AND  SOFTWARE  LICENSES
     -------------------------------

Through its subsidiaries Global and Intersphere, the Company licenses its gaming
operations and sports wagering software.  The Company has valued these licensing
agreements at their fair value as determined by the present value of anticipated
future cash flows.  Amortization is provided using the straight-line method over
10  to  12  years  and  was  $37,702  in 1998 and $102,184 in 1997.  Accumulated
amortization  was  $139,886  and  $102,184  in  1998  and  1997,  respectively.

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,  1998  and  1997,  10,430,312  shares  and
10,807,369  shares,  respectively, of the total issued and outstanding shares of
13,701,290  were  restricted  as  described  above.


<PAGE>
------
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.

EARNINGS  PER  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 excludes 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  1998,  1997  and  1996 by dividing the net (loss) earnings by the
weighted  average  number  of  shares  of  common  stock  outstanding.

RECLASSIFICATIONS
-----------------

Certain balances and amounts in the 1997 and 1996 financial statements have been
reclassified  to  conform  with  the  1998  presentation.



<PAGE>
 2.     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.

The  Company  had  a  working  capital  deficiency of $1,311,501 and $542,447 at
December 31, 1998 and 1997, respectively, and negative cash flows from operating
activities of $58,389 and $202,571 in 1998 and 1997, respectively.  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 continues to seek
other financing or generate sufficient cash flows to pay the current liabilities
of  continuing  operations.  Additionally,  the  Company  incurred  a  loss from
continuing  operations  of  $869,627 in 1998, $1,521,830 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  generating  revenue  and  cash  flows from its software
licensing  agreements.  Additionally, management plans to continue to refine its
operations,  control  expenses,  evaluate  alternative  methods  to  conduct its
business,  and seek available and attractive sources of debt or equity financing
through  a combination of a private placement, and sharing of development costs,
or  other  resources.  There can be no assurance that the Company's efforts will
be  successful.



<PAGE>
 3.     SIGNIFICANT  ESTIMATES  AND  CONCENTRATIONS

The  Company  has  recognized  the  value  of  its gaming and software licensing
agreements  based on the anticipated future revenues.  Additionally, the Company
believes  that  certain  capitalized  software  development  costs  are  also
recoverable  through  anticipated  future  revenues.  These  anticipated  future
revenues are management's best estimates of future cash flows to be derived from
these  products.  The  Company's  value  of  these  products is based on certain
assumptions  management  has made based on information available at December 31,
1998.  Capitalized  software  development  costs  of  approximately  $718,000 at
December  31, 1998 are still under development and realization will be dependent
upon  the  ability to market the software.  It is reasonably possible that these
estimates and assumptions may change within one year from the balance sheet date
based  on  changes  in  operations  and  revenues.

At  December  31, 1997, 16% of the Company's net assets of continuing operations
were  located  in  Grenada.  Revenues  from  foreign  customers  represented
approximately  59%  and  81%  of  total revenues in 1998 and 1997, respectively.


 4.     RELATED  PARTY  TRANSACTIONS

Included  in  accounts  payable  and accrued expenses is $57,670 at December 31,
1998 which represents advances from stockholders or officers of the company.  No
formal  agreements  or  repayment  terms  exist.

 5.     EQUIPMENT

Equipment  consists  of  the  following  at  December  31,  1998  and  1997:

                                    1998     1997
                                    ----     ----

                     Furniture, fixtures and equipment     $157,056     $157,353

                     Less accumulated depreciation         88,705         56,933
                                                       ----------     ----------

                                                    Net     $68,351     $100,420
                                                            =======     ========



<PAGE>
 6.     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,
1998  and  1997.  The  "Global  Casino"  project  was  completed  in  1997  and
amortization  expense  was  $93,390 and $165,214 in 1998 and 1997, respectively.
Accumulated  amortization  was  $258,604  and  $165,214  in  1998  and  1997,
respectively.  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.


 7.     ACCOUNTS  PAYABLE

Accounts  payable  and accrued expenses consist of the following at December 31,
1998  and  1997:

                                    1998     1997
                                    ----     ----

                                      Accounts payable     $585,766     $383,970
                                          Accrued compensation     257,730     -
                              Payroll taxes payable       147,626         70,069
                                                        ---------     ----------

                                                 Total     $991,122     $454,039
                                                           ========     ========



<PAGE>
 8.     NOTES  PAYABLE

The  Company  issued  a promissory note payable to Madison Bank in the amount of
$100,000.  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 rate of prime
plus  1.5%  (9%  at December 31, 1998) and is payable on demand.  The balance on
this  note  was  $100,000  as  of  December  31,  1998  and  1997.

In  addition, the Company issued another promissory note payable to Madison Bank
in  the  amount  of  $200,000.  The  note  is unsecured.  The note payable bears
interest  at  a  rate of 8.0% and is payable on demand.  The balance on the note
was  $131,956  and  $200,000  as  of  December  31,  1998  and  1997.

Note  payable, stockholder, for $86,065 at December 31, 1998 and 1997 is payable
on  demand,  unsecured and bears interest at prime plus 1.5% (9% at December 31,
1998).


 9.     LONG-TERM  DEBT

                                    1998     1997
                                    ----     ----

Term  note,  Madison  Bank,  collateralized  by  1,000,000
shares  of  company stock owned by the Company's President.  The note is payable
in  35  monthly  installments
of  $1,000  plus  interest  at  9.5%  per  annum,  with a balloon payment due in
December  2000

     $91,000     $100,000

                                Less current portion       15,000         12,000
                                                         --------     ----------

                                          Long-term debt     $76,000     $88,000
                                                             =======     =======

Scheduled  repayments  as  of  December  31,  1998  are  as  follows:

Year  ending  December  31
--------------------------

                                                                1999     $15,000
                                                               2000       76,000
                                                                        --------

                                                               Total     $91,000
                                                                         =======



<PAGE>
10.     INCOME  TAXES

The  deferred tax asset consists of the following at December 31, 1998 and 1997:

                                    1998     1997
                                    ----     ----

                       Net operating loss carryforward     $126,000     $100,000
                         Accrued compensation         77,000                   -
                                                  ----------     ---------------

                                                             203,000     100,000

                           Valuation allowance     (203,000)                   -
                                                   --------      ---------------

                          Net deferred tax asset     $            -     $100,000
                                                     ==============     ========

A valuation allowance has been recorded since the benefit and utilization of the
deferred  tax  asset  of  $203,000  disclosed above will more than likely not be
realized.

The  Company has available at December 31, 1998 approximately $421,000 of unused
operating  loss  carryforwards that may be applied against future taxable income
and  that  expire  in  various  years  from  2011  to  2013.

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.

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 to the forgiveness debt from the
sale  of  its  subsidiaries,  which  occurred  in  1998, with the applicable tax
expense  of  $100,000  recognized.

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

                                    1998     1997
                                    ----     ----

                             U.S. federal statutory tax rate     34.0%     34.0%
                  Non-U.S. net operating loss carryforwards     (1.0)     (27.8)
Net  operating  loss  carryforwards  with  no
                                      current tax benefit     (33.0)           -
                                                              -----      -------

               Effective tax rate on continuing operations         -%       6.2%
                                                               =====      =====



<PAGE>
11.     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
--------------------------

                                                                1999     $49,000
                                                               2000       51,000
                                                               2001       54,000


12.     COMMON  STOCK  TRANSACTIONS

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.


13.     PRIVATE  OFFERING  OF  COMPANY  STOCK

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


14.     ACQUISITIONS

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


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

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

                                Intersphere     Global
                                -----------     ------

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

                                                           $267,459     $773,783
                                                           ========     ========

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     13,290,464
Outstanding
                                               Loss per common share      (0.07)



<PAGE>
15.     STOCK  OPTION  PLANS

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

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

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  1998  and  1997,  no  stock  options  were  awarded.


16.     PREFERRED  STOCK

In May 1995, the shareholders approved an amendment to the Company's Certificate
of  Incorporation  to  authorize  the  issuance  of  up  to 10,000,000 shares of
preferred stock. The amendment permits the Board of Directors to issue from time
to  time  authorized  but  unissued  shares  of  preferred  stock and to fix and
determine  the  terms,  limitations,  relative  rights  and  preferences of such
shares.  At  December  31,  1998  and  1997, no preferred stock had been issued.


17.     COMPENSATORY  PLANS

On  March  18,  1998, the Company authorized the issuance of 1,000,000 shares of
the Company's stock to its President in lieu of salary.  In addition they issued
650,000  shares  to  a  consultant  in  lieu  of  consulting  fees.

The  Company  applied APB Opinion 25 in accounting for the shares awarded to the
President and FASB Statement No. 123 in accounting for the shares awarded to the
consultant.  Accordingly, compensation of $257,730 was charged to operations for
the  year  ended  December  31,  1998.

<PAGE>
18.     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 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.  On  September  22,  1998, the Company and
Simone entered into a plea agreement with the State of Missouri.  As part of the
agreement  the  Company  was  to  pay  a  fine  in  the  amount of $5,000 and an
additional  $20,000  for  the  costs  to  prosecute  the case.  Simone was fined
$2,500.  As  of  December  31,  1998,  $15,000 remains unpaid and is included in
accounts  payable and accrued expenses.  According to the plea agreement, if the
$20,000 was not paid within sixty days following the date of the plea, the State
of  Missouri  may  bring  additional  criminal  charges  against  the  Company.

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

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

OTHER  LITIGATION
-----------------

The  Company,  in the normal course of business, is subject to litigation and is
presently  involved  as  a  defendant  in  several  lawsuits.  In the opinion of
management,  the  ultimate outcome of these cases is unknown and any exposure to
liability,  if  any,  cannot be estimated at this time.  Consequently, no amount
has  been  accrued  at  December  31,  1998.



<PAGE>
19.     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  $5,000,000, which included a $4,990,000 note receivable and debt
forgiveness  of  $975,664. 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  $909,000  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.

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:

                                1998     1997     1996
                                ----     ----     ----

                     Gross handle     $1,223,497     $43,995,036     $58,482,731
             Less customer win       1,168,189       42,368,097       55,730,479
                                   -----------     ------------     ------------

                                  Net win     55,308     1,626,939     2,752,252
                    Other revenues                      -                        -
                                       ------------------     --------------------
                                                                          32,857
                                                                              --

               Net win and other revenues     55,308     1,626,939     2,785,109
                  Expenses         (121,887)         1,608,302         2,621,536
                               ------------      -------------     -------------

                    Net (loss) income     $    (66,579)     $18,637     $163,573
                                          ============-     =======     ========



<PAGE>
20.     INVESTMENT  IN  GAMBLENET  TECHNOLOGIES,  LTD.

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


21.     ACQUISITION  OF  CENTURY  INDUSTRIES,  INC.

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





<PAGE>




                          INDEPENDENT AUDITORS' REPORT
                          ============================
                         ON FINANCIAL STATEMENT SCHEDULE
                         ===============================


Board  of  Directors
Interactive  Gaming  &  Communications  Corp.
Plymouth  Meeting,  Pennsylvania:
INDEPENDENT AUDITORS' REPORT
ON FINANCIAL STATEMENT SCHEDULE


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

		We have audited the basic consolidated financial statements of Interactive
Gaming & Communications Corp. and its subsidiaries at December 31, 1998 and
1997 and for each of the three years in the period ended December 31, 1998
and have issued our report thereon dated May 19, 1999, except for Note 21 as to
which the date is June 22, 1999, 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 39. 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, LLC


Philadelphia, Pennsylvania
May 19 , 1999, except for Note 21, as to
    which the date is June 22, 1999

<PAGE>
                                     ======


                    INTERACTIVE GAMING & COMMUNICATIONS CORP.
                    =========================================

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
              FOR THE YEARS ENDED DECEMBER 31, 1998, 1997 AND 1996
              ----------------------------------------------------

                              Balances at   Provision
                              Beginning    Charge to   Accounts     Balances at
                              of  Year     Expense     Written-Off  End of Year
                             --------     -------     -----------  -------------
For  the  year  ended
December  31,  1998,
Allowance  for
doubtful  accounts           $113,000  $    1,130     $76,130     $38,000
                             ========     ==========     =======  =====

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 -
                        ============= ===========   ========   =========


<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     50     Chairman  of  the  Board,  Director,  President,
Secretary  and  Chief  Executive  Officer     1999  Annual  Meeting

Jeffrey  D.  Erb     29     Director  and  Secretary     1999  Annual  Meeting



All  the  directors  were  re-elected  to  the  Board of Directors at the Annual
Meeting of Shareholders on March 18, 1998.  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 The
University  of  Miami  in  1972,  and  holds  a  BS  Degree  in  Finance.

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  and  is  a contributing writer in the advertising industry online
magazine  "Channel  Seven"  with  his  own  column  "Ad  Bytes".

Board  Meetings  and  Committees

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

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

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

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

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

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


<PAGE>

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

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

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

<PAGE>



                        ITEM 11.  EXECUTIVE COMPENSATION
                        --------------------------------

Summary  of  Compensation  Table

                                 Annual Compensation
                                 -------------------
                                          Other Stock
                Name and Principal Position     Salary     Bonus
                ---------------------------     ------     -----

Michael  F.  Simone,  Chairman,  President,  and  Chief  Executive  Officer
1998     $          -     $           -     $156,200
1997     30,800     -     -
1996       144,230                -               -
1995     105,750     -     -
1994     150,000     -     -
1993     24,000     -     -


Jeffrey  D.Erb,  Director  and  Secretary
1998     49,399     -     -
1997     44,923     -     -



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

<PAGE>

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.

On  March  18,  1998, the Company authorized the issuance of 1,000,000 shares of
the Company's stock to its President in lieu of salary.  In addition they issued
650,000  shares  to  a  consultant  in  lieu  of  consulting  fees.

The  Company  applied APB Opinion 25 in accounting for the shares awarded to the
President and FASB Statement No. 123 in accounting for the shares awarded to the
consultant.  Accordingly, compensation of $257,730 was charged to operations for
the  year  ended  December  31,  1998.




    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 December 31,
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  with  respect  to  shares  shown  as  beneficially  owned  by  them.
    Name and Address of Beneficial Owner     Nature of Ownership     Number of
                                  Shares Owned
                                            Percent
                                            -------

Michael  F.  Simone     Common  Stock,  Direct     4,071,213     29.7%
188  Jericho  Valley  Drive
Wrightstown,  PA  18940

Rina  Moscariello     Common  Stock,  Direct     3,360,000     24.5%
994  Derring  Lane
Bryn  Mawr,  PA  19110


All  Executive  Officers  and  Directors,  as  a  Group  (2  Persons)

          4,171,213     30.4%


<PAGE>

             ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
             -------------------------------------------------------

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




                                     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  March  8,  1999,  the  Company  reported that it entered into a joint effort
agreement  with  Century  Industries,  Inc.  ("Century")  and  formed  Gamblenet
Technologies,  Ltd.  ("Gamblenet").  The  Company  and  Century  each own 50% of
Gamblenet's  initially outstanding common shares.  In exchange for the Company's
50%  interest,  the  Company  licensed  certain  gaming and software licenses to
Gamblenet  along with 4,000,000 restricted shares of the Company's Common Stock,
which  have  been  reserved  for,  but  have  not  been  issued.


<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                                                     $    5,708
----------------------------------------
Marketable  Securities                                            0
------------------------------------------------
Notes  and  Accounts  Receivable                             44,934
Allowances  for  Doubtful  Accounts                          38,000
Inventory                                                         0
Total  Current  Assets                                       12,642
Property,  Plant  and  Equipment                            157,056
Accumulated  Depreciation                                    88,705
Total  Assets                                             1,777,274
Total  Current  Liabilities                               1,324,143
Bonds,  Mortgages  and  Similar  Debt                             0
Preferred  Stock - Mandatory Redemption                           0
Preferred  Stock  -  No  Mandatory  Redemption                    0
Common  Stock                                                13,701
Other  Stockholders'  Equity                                363,430
Total  Liabilities  and  Stockholders' Equity             1,777,274
Net  Sales  of  Tangible  Products                                0
Total  Revenues                                             325,416
Cost  of  Tangible  Goods  Sold                                   0
Total  Costs and Expenses App. to Sales and Revenues              0
Other  Costs  and  Expenses                               1,156,794
Provision  for  Doubtful  Accounts                            1,130
Interest  and  Amortization  of  Debt  Discount              48,618
Income/Loss  Before  Taxes  and  Other  Items              (869,627)
Income  Tax  Expense/Benefit                                      0
Income/Loss  Continuing  Operations                        (869,627)
Discontinued  Operations                                    (66,579)
Extraordinary  Items                                        864,721
Cumulative  Effect-Changes  in  Accounting  Principles            0
Net  Income  or  Loss                                       (71,485)
Earnings  Per  Share  -  Primary                                  0
Earnings  Per  Share  -  Fully  Diluted                           0

<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,  1999



By:     /s/  Michael  F.  Simone
        ------------------------
     Michael  F.  Simone,  President  and  Chief  Executive  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 1999.


INTERACTIVE  GAMING  &  COMMUNICATIONS  CORP.



By:     /s/  Michael  F.  Simone
        ------------------------
     Michael  F.  Simone,  Director,  President,  and  Chief  Executive  Officer


By:     /s/  Jeffrey  Erb
        -----------------
     Jeffrey  Erb,  Director  and  Secretary




</TABLE>