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

                                   Form 10-KSB

                            ANNUAL REPORT PURSUANT TO
           Section 13 or 15(d) of the Securities Exchange Act of 1934

                      For Fiscal Year ended March 31, 2002

                           iGAMES ENTERTAINMENT, INC.
                           --------------------------
                 (Name of Small Business Issuer in its charter)

            Nevada                                       88-0501468
-------------------------------             ------------------------------------
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
 incorporation or organization)

301 Yamato Road, Suite 3131, Boca Raton, Florida                        33431
------------------------------------------------                      ----------
    (Address of principal executive offices)                          (Zip Code)

Issuer's telephone number (561) 995 - 0075
                          ----------------

Securities registered under Section 12(b) of the Act:

        Title of each class                    Name of each exchange on which
                                                  each class is registered

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

Securities registered under Section 12(g) of the Act:

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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Act during the past 12 months (or for such shorter period
that the Registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
                                                         Yes   X      No
                                                             -----       -----

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.  X
                                     -----

State issuer's revenues for its most recent fiscal year:   $40,000
                                                         -----------

The aggregate market value of the common equity held by non-affiliates as of
June 6, 2002 was $2,353,500 (1)
                 ----------

The number of shares outstanding of the issuer's common stock as of
June 1, 2002 is  8,230,000
                -----------
Transitional Small Business Disclosure Format (check one):       Y    X   N
                                                           -----    -----

(1)      Based on the price per share as stated in the Registration Statement on
         Form SB-2 filed by Registrant on January 18, 2002, as amended.
<PAGE>
                           FORWARD LOOKING STATEMENTS

The Registrant cautions readers that certain important factors may affect actual
results and could cause such results to differ materially from any
forward-looking statements that may have been made in this Form 10-KSB or that
are otherwise made by or on behalf of the Registrant. For this purpose, any
statements contained in the Form 10-KSB that are not statements of historical
fact may be deemed to be forward-looking statements. Without limiting the
generality of the foregoing, words such as "may," "expect," "believe,"
"anticipate," "intend," "could," "estimate," "plan," or "continue" or the
negative other variations thereof or comparable terminology are intended to
identify forward-looking statements.

<PAGE>
                                TABLE OF CONTENTS
                                   FORM 10-KSB

                                                                            Page
                                                                            ----
                                     Part I
                                     ------

Item 1.  DESCRIPTION OF BUSINESS...............................................2

Item 2.  DESCRIPTION OF PROPERTY..............................................13

Item 3.  LEGAL PROCEEDINGS....................................................13

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..................13

                                     Part II
                                     -------

Item 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.............13

Item 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION............16

Item 7.  FINANCIAL STATEMENTS.................................................17

Item 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
         ON ACCOUNTING AND FINANCIAL DISCLOSURE...............................17

                                    Part III
                                    --------

Item 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT....................18

Item 10. EXECUTIVE COMPENSATION...............................................19

Item 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.......20

Item 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.......................21

Item 13. EXHIBITS AND REPORTS ON FORM 8-K.....................................21

SIGNATURES ...................................................................23

                                       i
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                                     Part I

Item 1.  Description of Business

Overview.

         iGames Entertainment is a developer of gaming and security systems for
the hospitality, cable, gaming and sports betting industries within regulated
jurisdictions. Founded in 1999 with the aim of producing government approved
casino gaming software, iGames Entertainment specializes in the creation of
proprietary technology that allows guests or residents within legal
jurisdictions to remotely wager on sporting events or play multi-player casino
style table games through a customized, branded casino. iGames Entertainment's
other products include a technology infrastructure for management of a
sportsbook, remote and "in room" gaming through set top boxes, as well as
patented slot security technology.

         Unlike many other providers of casino operating software, iGames
Entertainment has never permitted its licensees to accept wagers from the United
States or any jurisdiction in which remote gaming is not legal. iGames
Entertainment has developed a comprehensive multi-player networked gaming
platform, supporting a diverse range of gaming and entertainment applications.

         Our technical and development staff is comprised of experienced
professionals with a knowledge base covering all aspects of game development
including Java programmers, graphic designers, 3D modelers and web developers.
Our proprietary gaming software is developed from our South Florida offices with
a creative services department specializing in full multimedia site production,
including 3D walk-through environments, video streaming and sound production.

         Our suite of gaming products enables our partners to offer their
customers a reliable and secure gaming experience utilizing proven technology,
completely new wagering opportunities and an integrated administrative back-end
with multiple reporting functions including real time player tracking.

         We were originally incorporated in the State of Florida on May 9, 2001
under the name Alladin Software, Inc. On June 25, 2001, we changed our name to
iGames Entertainment, Inc. On July 10, 2001, iGames Entertainment, Inc. was
incorporated in Nevada, and iGames Entertainment, Inc., a Florida corporation,
became a wholly-owned subsidiary.

Recent Developments.

         On February 15, 2002, we acquired the world-wide patents, trademarks
and rights for a slot machine and video poker machine security product know as
the Protector V.2 from IntuiCode, LLC in consideration for $100,000, a royalty
of 50% of the gross sales price of all units sold, and $7,500 per month for a
one year period for technical support. Jeremy Stein, our Chief Executive
Officer, President and a director, is a principal member of Intuicode, LLC.

                                       2
<PAGE>
         The Protector V.2 is a combination of hardware and software "firmware"
that is designed to prevent cheating in slot machines and video poker machines.
Management believes the Protector V.2 possesses certain qualities making it
entirely unique in the industry.

         Unlike previous solutions that have been somewhat effective on only a
few cheating methods, the Protector V.2(TM) completely denies access to the slot
machines of all major manufacturers, and has been proven effective on all known
methods of hopper cheating, including, but not limited to:

 * Magnets
 * All Snake Optic Wands
 * Wire Hangers
 * Monkey Paws
 * Kick Stands
 * Shims and Sliders

The Protector V.2(TM) can stop theft at the point of attempt for virtually every
form of slot machine cheating.

         The Protector V.2 works universally with the following brands of slot
machine and video poker machine platforms, which collectively constitute more
than 90% of the approximately four million regulated and non-regulated machines
currently operated globally: IGT, Bally Gaming, Williams, Aristocrat, Konami,
Sigma, Coderi, Unidesa, Franco and Acres brands of slot machines and machine
platforms. IGT, which is the dominant market leader with an estimated 60% market
share, shipped 12,600 new machines in the first quarter of 2002.

         Further, Management believes that a combination of trends should
bolster market growth for slot machines and video poker machines in the near
future, and therefore provide a significant market for the Protector V.2. First,
there are additional new jurisdictions globally. Second, though the U.S.
economic outlook may be improving, state budgets will likely continue to be
tight, providing an additional incentive for states to seek new sources of
revenue, such as casinos. Principal Products and Services and Principal Market.

         iGames Protector V.2- iGames Protector V.2 is the only patented product
that will protect all brands of slot and video machines from known forms of
hopper cheating. Through a strategic acquisition, the IP for the early version
of "Protector" was acquired. Since the acquisition, the Protector V.2 has been
further enhanced and testing has begun.

         The Protector V.2 will offer protection from all major forms of slot
hopper cheating including; magnets, all snake optic wands, wire hangers, monkey
paws, kick stands, shims and sliders. Industry research shows us that slot and
video machines account for 69% to 75% of a casinos revenues and profits.

                                       3
<PAGE>
         Research tells us that slot cheating has accounted for hundreds of
millions of dollars in losses to the casinos. We also know that over 29% of all
the listings in the Nevada Black Book are slot cheats, yet studies show that
97.1% of all slot cheats never get caught.

         A rigorous internal testing period concluded April 29, 2002. Meetings
and demonstrations have already been established with the Nevada Gaming Board,
Colorado Gaming Board, Mississippi Board, GLI, and several non regulated
entities such as Celebrity and Royal Caribbean Cruise Line. Management expects
the Protector V.2 to provide an immediate basis for generating revenues and
profits.

         The Protector V.2 will be sold through two venues; direct sales and
both exclusive and non-exclusive distributors. Within those two channels, the
Protector V.2 can be purchased outright, financed or leased. Details on pricing
will be covered in detail later. However, the device will retail for $249.99 to
$129.95, can be financed for $15.00 to $20.00 per month for 12 months, or leased
for 2 years for $7.00 to $12.00.

         iGamesTV- iGames TV is a technology which allows hotel guests and MSO
subscribers access to interactive sports wagering, traditional casino games or
concierge services. Interactive gaming is the latest trend in Europe today.
Hotel, casino and MSO operators who offer the iGamesTV interactive set-top-box
or content will provide a new level of entertainment for their customers. Other
features of iGamesTV include Video On Demand, live chat, target advertising and
promotional opportunities as well as an optional DVD and CD player.

         iGamesTV can be licensed two ways. For hotels, casinos and other
facilities the iGamesTV set-top box or kiosk can be installed and the content is
hosted internally through an on location game server through an existing LAN.
iGamesTV has also been developed with the home cable subscriber in mind. MSO's
can have access to the games and sportsbook applications as additional content
for their existing subscribers. iGamesTV content has been developed to integrate
with most existing middle ware platforms as well. iGamesTV content will be
licensed through a revenue share program with the facility or content provider.

         The iGamesTV content will be made available to the home subscriber for
$9.95. For the home subscriber, this will be a yearly fee. For the hotel guest,
this will be a daily fee. Based on the nature of the license, a percentage of
the fee ranging from 10% to 50% will be shared back with the license. If iGames
TV is licensed through the set-top box and deposit of $100.00 per box will be
required. iGamesTV will be an alternative for both hotel and cruise ship
operators as well as MSO's. Both are looking to expand their offering in a cost
effective manner.

         iGamesTV allows hotel and cruise ship operators to extend their gaming
opportunities beyond the casino floor. Convenience, privacy and uniqueness will
make iGamesTV a successful proposition. For MSO's, strategic discussions have
shown that casino gaming content is a very strong product for the home consumer.
MSO's are just now looking at content providers who are well positioned to help
them capture this market. Management believes that the iGamesTV can effectively
serve that market.

                                       4
<PAGE>
         iCasinoware - Management believes that iCasinoware is the most
advanced, instant play casino gaming system available today. Featuring visually
stunning 2D or 3D graphics, realistic sounds and multi-player environments.
iCasinoware features a selection of 21 classic casino games; including
Blackjack, Craps, Texas Hold-Em, Caribbean Stud Poker, Baccarat, Roulette,
slots, Video Poker and many more.

         iCasinoware is built around a fully integrated client/server-based
software package which will deliver customized solutions in three key areas:
gaming software, the games server, and management (back office) software. The
"back-end" or administrative reporting tools can provide the operator with
numerous reporting and tracking benefits right at your fingertips. Real time
player tracking, transfers, new accounts and player stats and bonus-rewards
programs are just a few of the tools available with iGames iCasinoware.
iCasinoware is priced at $50,000 to $150,000 per license, depending on level of
customization or personalized features. This licensing fee includes the
software, support and customization.

         iCasinoware is being marketed to land based casinos, in both the United
States and abroad, as well as other hospitality and gaming sources such as
cruise ships and Para-mutual establishments. iGames will have success marketing
this software because these entities are just now beginning to recognize the
value both short term and long term of offering online gaming through their
websites. The aim initially is to extend the brand, offer bonus rewards and
benefits, but it is ultimately being done to poise them to take advantage of any
positive legislation that will allow them to offer the games within their
respective jurisdictions.

         iCasinoware is made for this market segment. It offers a licensee the
opportunity to customize many aspects of the game and experience. Further, the
download capability of the shockwave based software is more adaptable to a site
that offers general information about a particular resort or facility as opposed
to an online gaming site.


         iSportsBook- Through a strategic partnership with a licensed Nevada
based entity, iGames Entertainment can now offer a Nevada Licensed sportsbook
application for both online and facility based sportsbooks. Already licensed and
in use with resorts in Las Vegas, Nevada, the iSportsBook will be fully
integrated with the iCasinoware and iGamesTV product to offer customers a fully
licensed, comprehensive solution for either their land based operations, or
licensed online operation.

         Management believes the integrated iSportsBook and iCasinoware product
once approved by Nevada, will be a viable product for our company. The product
provides both an attractive and easy to use front end, as well as a robust,
secure administrative back-end featuring real time reporting and player
tracking. iSportsBook software will be licensed for $75,000 dollars plus monthly
maintenance fees as a stand alone product or for $150,000 dollars if integrated
with the iCasinoware or iGamesTV.

                                       5
<PAGE>
         Set forth below are our current and anticipated software products.

--------------------------------------------------------------------------------
Name of Product             Anticipated Release         Brief Description
                                   Dates
--------------------------------------------------------------------------------
iGames TV Set Top Box             Current               Television set top box
                                                        which allows Interactive
                                                        online gaming. Targeted
                                                        customers include hotels
                                                        and MSO's. for marketing
                                                        include the United
                                                        Kingdom, Asia, and, when
                                                        approved, Nevada, USA.

--------------------------------------------------------------------------------
SMS Wizard                        Current               Software which allows
                                                        two-way SMS mobile text
                                                        messaging. Marketed to
                                                        large corporations.
                                                        Allows licensees to
                                                        provided branded sports
                                                        alerts, financial
                                                        alerts, weather and
                                                        traffic alerts and
                                                        advertising directly to
                                                        mobile phone and
                                                        wireless device
                                                        subscribers.

--------------------------------------------------------------------------------
iGames Casinoware                 Current               Suite of 21 customizable
                                                        casino games utilizing
                                                        Shockwave technology.
                                                        Also provides
                                                        administrative reporting
                                                        tools. Currently
                                                        marketed to Nevada and
                                                        hotels and casinos in
                                                        legal jurisdictions as a
                                                        free-for-play product to
                                                        generate interest.

--------------------------------------------------------------------------------
Protector V.2                     Current               Anti-cheating firmware
                                                        for slot/video machines.
                                                        Target customers include
                                                        all casino operators and
                                                        manufacturers.

--------------------------------------------------------------------------------
iSportsBook                       September 2002        Sportsbook and Pari-
                                                        mutuel application that
                                                        can be used as a
                                                        stand-alone solution or
                                                        fully integrated with
                                                        iGames Casinoware.

                                       6
<PAGE>

Customers

We must focus on four specific target markets.

         1. Established land based casinos both in the United States and
Internationally. These companies have the resources and ability to pay for our
products. Further, research shows they are actively moving online with either
games for free or play for real. Finally, they have the exposure do to their
size, and being in the public eye to need and want to prevent theft and all the
negative ramifications.

         2. MSO's (cable-multiple service operators) located in established
gaming areas. Companies such as Cox Business Services Hospitality Network have
an established network both commercially with resorts and directly to the home
subscriber for interactive subscription based content. Further, we know that
these very same companies are actively seeking gaming content to enhance their
established offerings.

         3. Non regulated established. Cruise ships, as well as much of the
Caribbean, central and South America provide an opportunity to license our
products immediately with no regulatory approval. In many instances certain
iGames products such as the Protector V.2 are even more attractive due to their
limited security capabilities as well as their inability to prosecute any slot
machine cheats.

         4. Strategic partners are a key target market. In order to achieve
maximum market penetration, accelerated licensing, and immediate revenues, we
are actively seeking to develop relationships with those companies that can act
as distributors or key partners for some or all of our products.

Income Streams.

       We plan to draw our revenues from several sources, including:

       * Customized casino software applications
       * Sales or leasing of the Protector V.2 slot security device
       * Distributor Territory Licensing fees and revenue share on Protector V.2
       * Content Licensing of iGamesTV Set Top Box "pay for play" entertainment
       * iSportsbook licensing and development fees
       * Technology, support, maintenance and consulting fees

License of Individual Entertainment Software.

         We recently developed a full suite of online casino games including
poker, black jack and slots, which can be purchased by private or individual
licensees and used either on the Internet, in intranets, hotel systems,
airlines, and in a variety of different settings.

            As we develop additional entertainment products and games for
Internet licensees, we will also add new games to our sale of software to
individual or private users, either through our

                                       7
<PAGE>

corporate website or in a retail setting. In addition to the sale of
"traditional" games, we have been approached by potential licensees who require
software development of virtual entertainment products, and entertainment
products which have their roots in "traditional" games but have very different
application and use. There can be no assurances that any of these potential
licensees will become actual licensees of our software.

         Various hotels and land based casinos are looking at creating an online
presence and extending their brand to a world-wide audience to generate
increased awareness and loyalty from their constituents. We see this as a new
area of commercial software development and license fees. No agreements have yet
been signed to develop such software.

Gaming Software Development.

         During March 2002, we intend to offer to potential licensees our iGames
Casinoware product, a 21 game suite for online casinos including such favorites
as: blackjack, poker, craps, roulette and slots. Games may be set for "play for
fun" mode or play for real to licensed online casinos in accepted jurisdictions.
A full "turnkey" casino package will sell for $50,000 to $150,000 (U.S.)
depending on package chosen. Additional fees will be charged to licensees for
"per client usage," maintenance and technical support fees. We intend to begin
development on our second and third interactive gaming solution including a
horse racing application with live streaming video and an interactive poker game
using video of human dealers and players.

SMS Wizard CD Rom.

         We presently develop customized wireless platforms that we believe will
benefit not only the online gaming industry, but a variety of other businesses
both online and traditional corporations world-wide through the use of two-way
SMS mobile text messaging. Through our strategic alliances with wireless and
cell phone providers, we intend to offer sports alerts, financial alerts,
weather and traffic alerts and advertising directly to mobile phone and wireless
device subscribers.

         Our proprietary software package "SMS Wizard" is presently available as
a CD ROM product. Using this unique software, businesses may send informational
text messages and advertising to an existing client base anywhere in the world,
directly to a cell phone, WAP enabled device or PDA. The SMS Wizard software is
downloadable on a standard PC, and will enable any business to create user
groups or categories to an unlimited database. A text message may be typed and
sent to the cell phone or hand held device instantaneously, to any predetermined
or specified group, or the entire database. For instance, for the gaming
industry, sports scores, injury reports or news may be sent to paying
subscribers of any web site or business. For the brokerage industry, a specific
investor may choose to receive financial market news or alerts, ipo alerts or
specific news directly to his/her cell phone with the web site link or firm
number encoded in the message for immediate call back to a registered broker.

         We anticipate that revenues from the SMS Wizard software will be
realized through:

         * per subscriber basis, at $19.95 per subscriber; and

         * bulk SMS messages purchased by licensees, ranging anywhere from $0.04
           to $0.10 per message, depending on volume passed through our
           "gateway" to cellular providers.

                                       8
<PAGE>

         Upon sufficient funding, we will seek experienced and recognized
marketing groups to secure licensing and promotional agreements for sale and
usage of the SMS Wizard software.

New Products.

         In addition to our current products, we plan to develop other security
and land based casino products products. We have set a goal of releasing a new
software product approximately every 9 to 12 months. In order for us to realize
this goal of new software product releases and successfully marketing our
existing software products, we will be required to successfully complete
additional public or private financing. There can be no assurance that we will
in fact be able to raise the amounts of capital necessary to implement this
plan.

Business Strategy and Implementation.

         We believe that even a small transfer of the global gaming market to us
represents an opportunity. The technology is new, but the business of gambling
is not. We are not attempting to create a new market, since we believe the
global market is already in place.

         We feel that we are well positioned to be a leader for a new generation
of gaming software companies who have professional management, adequate funding
and industry knowledge. To this end, we have created an integrated program which
will allow us to gain a foothold in the industry. Management believes that
revenues from the sale of licenses of proprietary applications, are expected to
provide the necessary cash flow to fulfill our plan and reach the critical size
necessary to be successful.

         iGames Entertainment will focus on differentiating ourselves from
just cookie cutter gaming software providers, to extending the brand of land
based operators and MSO's by designing customized games and applications. iGames
Entertainment will not be seen as the cheapest or least expensive alternative,
but highly customizable and technologically advanced.

         iGames Entertainment will be see as a company that can address broader
issues on multiple fronts, that all affect revenues. We will position ourselves
as focusing on the gaming, and entertainment sectors. We will create an image
that we not only have an advanced product for entertainment, but also for slot
hopper protection. iGames Entertainment is built on the fact that the
hospitality and gaming industry has grown substantially over the last ten years.
As market saturation increases, these companies are more focused on increasing
revenues and brand recognition while growing profit margins. Companies involved
in the hospitality and gaming industry are seeking innovative products and
venues to do just that. Through proprietary development and targeted
acquisitions iGames Entertainment can offer these companies solutions that
expand revenue proprietary, extend their brand to previously untapped markets
and protect revenue loss and margin erosion.

         iGames Entertainment is in the business of licensing advanced and
realistic remote gaming entertainment products for land based casinos as well as
providing those same companies with a patented product to prevent slot theft.
iGames current stable of products, iCasinoware, iSportsBook, iGamesTV and the
Protector V.2 "" positions iGames to have a significant market presence with
land based gaming and hospitality companies for both remote and in-room
entertainment as well as slot machine security and loss prevention. For the
iCasinoware and Protector V.2 products, we need to focus our offerings on
established brick and mortar land based casinos as a key market in which we
should participate. This means the global brands which cater to an international
clientele as opposed to those less established casinos and resorts that cater to
a more local clientele. Our product quality and ability to customize all aspects
of our casino is more clearly differentiated in this segment.

                                       9
<PAGE>

         With the Protector V.2, we need to focus on Nevada and New Jersey land
based casinos and all non-regulated markets such as the cruise industry as key
markets in which we should have a strong presence. By doing so, we can create
immediate credibility and a domino effect amongst land based casinos, while
within the cruise industry gain immediate entry of our product and generate
immediate revenues.

         For the iGamesTV product, we need to focus our offering simultaneously
from both a top down and bottom up approach. This means speaking both with
resort operators directly, as well as MSO's, such as Cox, that have a large
subscriber base within Nevada.

         As a corollary, the smaller less established brick and mortar casinos
will also be appropriate for the iSportsBook product. We definitely want to be
able to sell local casinos on providing their local customers access their
sportsbook remotely. We must focus on four specific target markets.

         1. Established land based casinos both in the United States and
internationally. These companies have the resources and ability to pay for our
products. Further, research shows they are actively moving online with either
games for free or play for real. Finally, they have the exposure do to their
size, and being in the public eye to need and want to prevent theft and all the
negative ramifications.

         2. MSO's (cable-multiple service operators) located in established
gaming areas. Companies such as Cox Business Services Hospitality Network have
an established network both commercially with resorts and directly to the home
subscriber for interactive subscription based content. Further, we know that
these very same companies are actively seeking gaming content to enhance their
established offerings.

         3. Non regulated established. Cruise ships, as well as much of the
Caribbean, central and south America provide an opportunity to license our
products immediately with no regulatory approval. Certain iGames products such
as the Protector V.2 are even more attractive due to their limited security
capabilities as well as their inability to prosecute any slot thieves.

         4. Strategic partners are a key target market. In order to achieve
maximum market penetration, accelerated licensing, and immediate revenues, we
are actively seeking capabilities to form the appropriate capabilities with
those companies that can act as distributors or key partners for some or all of
our products.

                                       10
<PAGE>

Competition.

         Our research shows that competition will vary form one product line to
another. Further, research shows that our position in the marketplace, reasons
for product purchase and competitive products vary between each product.

         iCasinoware - In regards to iCasinoware and iGamesTV, research shows
that our main competitors are Dot Com Entertainment Group, Chartwell Technology
and WagerWorks. Both Dot Com Entertainment and Chartwell Technology have
previously licensed their software to offshore operators. WagerWorks has been in
the gaming industry for many years, as a subsidiary of Slot Manufacturer Silicon
Gaming.

iGamesTV

         Further research in regards to iGamesTV shows that competition to
provide content that is compatible with most platforms of middle ware will
currently come from WagerWorks which we have previously discussed. However,
competition for the in room set top box lies with the same companies that we are
actively pursuing strategic relationships with. These would include Cox Business
Services Hospitality Network, Liberate, and Lodgenet.

Protector V.2

         In regards to the Protector V.2, slot manufacturer IGT, has made
several attempts, thirteen to be exact, over the last ten years to address slot
hopper cheating. None have been successful. As of the date of this plan,
Management believes that there are no competitive products to the Protector V.2.
Competition will arise from whether the casinos recognize the problem, and are
willing to allocate funds for a problem that research and statistics show does
exist. Further, stealing is not a problem that casinos, which in many cases are
publicly traded companies, care to publicize and readily admit. Also, because of
their inability to calculate the hopper balance at any given time, detecting
their losses and therefore their savings will not be easy.

         Although there has been an introduction of coinless machines, the vast
majority of slot machines are those with hoppers, thus making them extremely
vulnerable. Competition will stem from industry mentality and willingness to
spend funds to solve a problem that has been swept under the "corporate" rug and
is difficult if not impossible to calculate.

iSportsBook

           In regards to iSportsBook research shows that our main competitors
are American Wagering, International Sports Wagering and VirtGame. American
wagering is the most prominent current provider of sportsbook software licensed
within the State of Nevada.

                                       11
<PAGE>

Research and Development.

         Present allocations to research and development are 37% of total
expenses. Subject to receipt of adequate financing, our intention is to spend
between 10-15% of future revenues on development of new software products and
services.

         Our research and development expenses to date have included the
purchase of certain of the intellectual property included in our products, as
well as consulting fees and salary for our technical consultants and employees,
respectively.

Intellectual Property.

         We will principally rely upon patent, copyright, trademark and trade
secret laws, license agreements and employee nondisclosure agreements to protect
our proprietary rights and technology. Since these laws and contractual
provisions provide only limited protection, we rely more upon proprietary
know-how and continuing technological innovation to develop and maintain our
competitive position. Insofar as we rely on trade secrets, unpatented know-how,
and innovation, there is no assurance that others will not independently develop
similar technology or that secrecy will not be breached.

         We have not received any claim that we are infringing any patents.
However, there can be no assurance that third parties may not assert
infringement claims against us, which claims we would be required to defend at
considerable expense or enter into arrangements requiring us to pay royalties or
other damages, any of which could materially and adversely affect our business.

         We plan to apply to register the trademarks "iGames Casinoware", "SMS
Wizard" and "iGames TV" in the United States and Canada.

Governmental Regulation.

         As a software development company, we do not operate Internet casinos
and do not directly have income from gaming activities. We develop the software
applications for online gaming and entertainment. We offer our suite of tools
similar to traditional manufacturers of Bingo cards, lottery tickets or poker
chips. Since we do accept wagers, we believe that existing U.S. online gambling
regulations are not applicable to us. However, as an industry participant in the
online e-gaming industry, it is important to note the regulatory environment in
this industry.

         We believe that our business is not presently regulated by any
governmental entity. However, while we provide only the gaming software solution
to our licensees, a government may take the position that we are an integral
component of our licensees' businesses, because in some cases, the software may
run on our servers.

         Many countries are currently analyzing the issues surrounding wagering
on the Internet. More particularly, they are considering the merits, limitations
and enforceability of prohibition, regulation or taxation of Internet wagering
transactions. There are significant

                                       12
<PAGE>

differences of opinion and law between countries such as the United States,
Canada, Australia, Liechtenstein and Antigua. For example, in Queensland,
Australia there is now regulation which authorizes and regulates Internet
wagering; the United Kingdom has now chosen to sponsor a national lottery which
will be operated over the Internet. Currently many Caribbean countries have now
regulated Internet gaming.

         In the United States, on the other hand, ownership and operation of
land-based gaming facilities are often regulated on a state by state basis.
Certain of these Internet casino operators of have been the subject of criminal
complaints in the states of New York, Missouri and Minnesota. See, for example,
Minnesota v. Granite Gate Resorts, Inc., 568 N.W.2nd 715 (1997); Missouri V.
Interactive Gaming & Communications Corp., No. CV 97-7808 (Mo.Cit.Ct. 6\16\97)
and New York V. World Interactive Gaming Corporation (filed 07/13/98, injunction
granted 8/99).

         The United States Federal Interstate Wire Act provides language which
among other things makes it a crime to use interstate or international telephone
lines to transmit information assisting in the placing of wagers, unless the
wagering is authorized in law in the jurisdiction from which and into which the
transmission is made. There is also other similar legislation, which arguably
can be used to limit or prohibit Internet gaming in the United States. Further,
United States regulatory and legislative agencies have conducted study of the
on-line wagering and through the National Gambling Impact Study, now intend to
develop enforcement strategies to curtail Internet wagering in the United
States. A changing regulatory environment in the US may impact the e-gaming
industry and offshore e-gaming businesses in non-US countries which could
provide a more serious impact if it interrupts the operation of iGames's casino
and sports book clients.

         Governments around the world, including the federal, state or any local
governments in the United States may take the position that our software is
being played unlawfully in their jurisdiction. Accordingly, we may face criminal
prosecution in any number of jurisdictions, either for operating an illegal
gaming operation, or as aiding and abetting others, such as our licensees, in
operating an illegal gaming operation.

         We have not devoted any of our limited resources to investigating the
legal climate in which we operate. Many of the issues facing us are the same as
those facing all other e-commerce providers, as current laws are not clear as to
who, if anyone, has jurisdiction over Internet based commerce. As we noted
above, a number of proposals have been presented in the United States congress
to expressly ban Internet gaming, although none of these proposals have yet to
be enacted. Although we intend to do business worldwide, any enforceable ban on
Internet gaming in the United States would have a material adverse effect on our
business.

Employees.

         We have seven full-time employees. The Company's technical staff
(consisting of our Chief Technical Officer, two employees and several outside
consultants) includes those in the field of software development, website
development and sales and marketing.

                                       13
<PAGE>

Item 2.  Description of Property.

         Our interim corporate headquarters is located at 301 Yamato Road, Suite
3131, Boca Raton, Florida 33431. This is a shared office facility. We have use
of this space through a sublease arrangement from Ralston Communications. The
lease is for one year ending on July 31, 2002. The Company has additional
facilities for research and development located at 301 Yamato Road suite 2199,
Boca Raton, Florida, 33431. This lease is terminable with 60 days notice. The
total lease obligation is $3,205 per month. This office will also be replaced by
larger premises should iGames be successful in its business strategy. There are
currently no proposed plans for the renovation, improvement or development of
the properties currently leased by iGames.

Item 3.  Legal Proceedings.

         We currently are not a party to any material legal proceedings.

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

         None.


                                     Part II

Item 5.  Market for Common Equity and Related Stockholder Matters.

         There is currently no public trading market for our common stock. A
market maker has filed an application for us to become eligible for quotation on
the OTC Bulleting Board. That application is now pending.

         As of June 1, 2002, there were approximately sixty-five (65) holders of
record of our common stock.

         The Company has paid no dividends in the past two fiscal years. The
Company has no intention of paying dividends in the future.

Recent Sales of Unregistered Securities.

         The following is a summary of transactions during the preceding three
years involving sales of our securities that were not registered under the
Securities Act of 1933.

         In July 2001, in connection with our organization we issued an
aggregate of 5,430,000 shares of common stock to our founders for total cash
consideration of $23,000 in private transactions exempt from registration under
the Securities Act in reliance on Section 4(2) of said act. Each of the founders
is an accredited investor, had access to relevant information and provided
suitable investment representations.

                                       14
<PAGE>

         Between August and November 2001, we completed the sale of 2,455,000
units in a private placement to 43 investors in an offering which was conducted
in reliance on Section 4(2) of the Securities Act and Rule 506 of Regulation D
of the act. Each unit consisting of one share of common stock and a common stock
purchase warrant to purchase one share of common stock at an exercise price of
$1.00 per share expiring on December 31, 2005. We received gross proceeds of
$1,227,500. VFinance Investments, Inc. a broker-dealer, acted as our placement
agent in this offering, and we issued VFinance Investments, Inc. an aggregate of
300,000 shares of common stock and common stock purchase warrants to purchase
122,750 shares of common stock at an exercise price of $1.00 per share expiring
on December 31, 2005 as compensation for its services, and issued 25,000 shares
of common stock to its legal counsel as compensation for their services in the
offering. The issuances were made in reliance on Section 4(2) of the Securities
Act. Each of the investors (a) had access to business and financial information
concerning us, (b) represented that they were acquiring the securities for
investment purposes only and not with a view towards distribution or resale
except in compliance with applicable securities laws and (c) were accredited
investors. No general solicitation or advertising was used in connection with
this offering and the certificates evidencing the shares that were issued
contained a legend restricting their transferability absent registration under
the Securities Act or the availability of an applicable exemption therefrom.
None of the foregoing warrants have been exercised as of the date hereof.

         In September 2001, the Company issued 20,000 shares of common stock to
a former officer as compensation with a deemed value of $9,000 in a private
transaction exempt from registration under the Securities Act in reliance on
Section 4(2) of the act. The former officer was an accredited investor, had
access to relevant information and provided suitable investment representations.

         On March 1, 2002, we raised $250,000 through the issuance of two
convertible promissory notes in the principal amount of $250,000 to a
non-affiliated third party. The convertible notes bear interest at the rate of
10% per year, and are due and payable on September 1, 2002. The convertible
notes are convertible, at the option of the holder, into a total of 500,000
shares of common stock ($0.50 per share). Upon conversion of the convertible
notes, we have agreed to issue common stock purchase warrants to the holder in
an amount equal to the number of shares of common stock issued on conversion.
The common stock purchase warrants, if and when issued, will be exercisable at
$1.00 per share, and will expire on December 31, 2005. The convertible notes
were issued pursuant to the exemption from registration afforded by Section 4(2)
of the Securities Act of 1933.

Use of Proceeds.

         Our initial registration statement, on Form SB-2, was filed on January
18, 2002, and went effective on April 15, 2002. Through the Registration
Statement we registered shares of our common stock owned by selling
shareholders, and we will not receive any proceeds from the sale of those
shares. In addition, we registered 2,578,250 shares of our common stock
underlying common stock purchase warrants held by the selling shareholders. If
the common stock purchase warrants are exercised by the selling shareholders, we
will receive proceeds in the

                                       15
<PAGE>

form of the exercise price in an amount up to $2,578,250. To date, none of the
warrants have been exercised. If any of the warrants are exercised in the
future, we expect to use the proceeds for working capital.

Item 6.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations.

Special Note Regarding Forward-Looking Statements.

         Certain statements in this Form 10-KSB under "Management's Discussion
and Analysis of Financial Condition and Results of Operations" constitute
"forward-looking" statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known and
unknown risks, uncertainties and other factors which may cause the actual
results, performance or achievements of the Company to be materially different
from any future results, performance or achievements expressed or implied by
such forward-looking statements. Such factors include, among others, the
following: competition; seasonality; success of operating initiatives; new
product development and introduction schedules; acceptance of new product
offerings; franchise sales; advertising and promotional efforts; adverse
publicity; expansion of the franchise chain; availability, locations and terms
of sites for franchise development; changes in business strategy or development
plans; availability and terms of capital; labor and employee benefit costs;
changes in government regulations; and other factors particular to us.

Overview.

         The following discussion of the results of operations, financial
condition and liquidity should be read in conjunction with our consolidated
financial statements and notes thereto contained elsewhere in this registration
statement. This discussion of results, causes and trends should not be construed
to imply any conclusion that such results or trends will necessarily continue in
the future.

         We have not yet materially engaged in our expected operations. Our
planned operations are to license land-based and Internet casino gaming software
and security products to government regulated gaming jurisdictions, and provide
related support, maintenance and management consulting services. We will not
receive any material operating revenues until the commencement of operations,
which is expected to be within the next six months, but will nevertheless
continue to incur expenses until then. Our management believes that we have the
adequate funds to meet our financial needs and carry out our marketing plan for
the next twelve months. In order for us to realize our goal of releasing new
software products and successfully market our existing software products on an
international level, we will be required to successfully complete an additional
public or private financing.

Results of Operations.

         From inception of the business through March 31, 2002, we generated
$40,000 of

                                       16
<PAGE>

revenues, and incurred approximately $0.6 million of operating expenses; of
which approximately one-third of those expenses represented research and
development costs for new and existing products. We intend to expand operations
through the development of its license model, in addition to new software
products. During the next fiscal year, we anticipate that the expenditures will
increase significantly as we build the required infrastructure necessary to
further market its existing and future products; which includes but is not
limited to:

         *   Recruitment of sales, development and administrative personnel

         *   Marketing activities and programs and

         *   Refining existing and continual development of new products through
             continued research and development

(c)      Liquidity and Capital Resources.

         Our available cash balance at March 31, 2002 was approximately $0.4
million; and was approximately $0.3 million at May 31, 2002. From inception
through March 31, 2002, we raised an aggregate of approximately $1.2 million in
capital through the sale of shares pursuant to a private placement made in
accordance with Rule 506 under the Securities Act of 1933. In addition, we
raised $250,000 through the issuance to a single investor of two 10% convertible
promissory notes in the aggregate principal amount of $250,000, due September 1,
2002. The convertible notes were issued pursuant to the exemption afforded by
Section 4(2) of the Securities Act of 1933. We believe that the investor plans
to convert such notes to common stock.

         During the period from inception through March 31, 2002, we used
approximately $0.5 million funds for operations, and used approximately $0.4
million for investment activities. Subsequent to March 31, 2002, we entered into
the first contract to sell and support the "Protector V.2" an "anti-cheating
device for slot machines" to a major cruise line, and have entered into
negotiations with several other companies within the cruise and casino industry.
There are presently no plans to purchase a new facility or significant new
equipment. We believe that we have the adequate funds to meet our financial
needs and carry out our marketing plan for the next twelve months. We intend to
complete an additional public or private financing within the year and believes
that it has the ability to do so; however, there can be no assurance that we
will in fact be able to do so.

Item 7.  Financial Statements.

         See "Index to Financial Statements" for the financial statements
included in this Form 10-KSB.

Item 8.  Changes In and Disagreements With Accountants on Accounting and
         Financial Disclosure.

         None.

                                       17
<PAGE>
                                    Part III

Item 9.  Directors, Executive Officers, Promoters and Control Persons;
         Compliance With Section 16(a) of the Exchange Act.

         Directors and Officers. The Directors and Executive Officers of the
Company and the positions held by each of them are as follows. All directors
serve until the Company's next annual meeting of shareholders.

Name                     Age     Positions

Jeremy Stein              34     President, Chief Executive Officer and Director
Michele Friedman          36     Vice President of Sales and Marketing, and
                                 Chairman of the Board of Directors
Adam C. Wasserman         37     Chief Financial Officer
James W. Williams, Jr.    48     Chief Operating Officer and Director
Eric Rand                        Director

         Jeremy Stein. Mr. Stein has served as our President, Chief Executive
Officer, and a director since June 2002. Mr. Stein was our Chief Technical
Officer and a director from July 2001 through June 2002. Mr. Stein has also
served as the Chief Executive Officer of IntuiCode, LLC, a software development
company, since 2000 and as a senior software engineer with Mikohn Gaming
Corporation, where he has worked since 1998. Prior thereto, he was a senior
software engineer and director of Progessive Games, Inc. from 1995 to 1998 and
the Chief Technical Officer of Emerald System, Inc. from 1993 to 1995. See
"Related Party Transactions."

         Michele Friedman. Michele Friedman, one of our co-founders, has been
our Vice President of Sales and Marketing and Chairman of the Board of Directors
since our inception. Michele Friedman is also the co-creator and founder of
OddsHotline.com and iPlayStocks.com. Mrs. Friedman has served in a variety of
sales and marketing positions for Nextel Communications (1996-1998) and IMI Inc.
(1998-1999) within the IT consulting field. Michele Friedman graduated in 1987
from East Michigan University with a bachelor's degree in consumer affairs, with
a minor in marketing. Mrs. Friedman is responsible for our strategic direction
and expanding strategic relationships. Mrs. Friedman is a first cousin to
Michael Rideman by marriage.

         Adam C. Wasserman. Mr. Wasserman has served as our Chief Financial
Officer since January 2002. He is the Chief Executive Officer and a principal at
CFO Oncall, Inc. which provides accounting and other financial services. Prior
to forming CFO Oncall, Inc. in October 1999, Mr. Wasserman had been an audit
manager at American Express Tax & Business in Fort Lauderdale, Florida since
July 1991. Prior to American Express Tax & Business, Mr. Wasserman worked at
Deloitte & Touche, LLP in New York and was involved in auditing public and
private companies, tax preparation and planning, management consulting, systems
design, staff instruction and recruiting. Mr. Wasserman holds a bachelor's
degree from State University at Albany, New York, which he received in 1986. He
is a CPA (New York) and a member of The American Institute of Certified Public
Accountants and the Florida Institute of Certified Public Accountants.

                                       18
<PAGE>

         James W. Williams, Jr. Mr. Williams has served as our Chief Operating
Officer and a director since July 2001. Mr. Williams has also served as the
President of L.J.C., LLC, a media consulting company since 1994, and as a
Producer/Director of SportsChannel Networks from 1988 to 1994. Prior thereto, he
was a Senior Producer for Sunshine Network (1987-1988), an executive producer
for WOIO TV, Cleveland (1985-1987), and an Executive Producer for Midwest
TeleProductions (1982-1985).

         Eric Rand. Mr Rand has served as a director since November 2001.
Presently, Mr. Rand serves as the Managing Director of Sales for V-Finance
Investments, which position he has held since December 1999. Prior thereto, from
March 1998 to December 1999, Mr. Rand was a partner and managing director of
First Level Capital where he focused on sales. Before that, Mr. Rand was
Managing Director of Commonwealth Associates from 1994 to 1998.

Board of Directors.

         All directors hold office until the next annual meeting of shareholders
following their election or until their successors have been elected and
qualified. Executive officers are appointed and serve at the pleasure of the
board of directors.

Committees of the Board of Directors.

         The board of directors currently has no committees.

Directors' Compensation.

         Directors who also are our employees receive no compensation for
serving on the board of directors. With respect to directors who are not
employees, we intend to reimburse them for all travel and other out-of-pocket
expenses incurred in connection with attending meetings of the board of
directors and committees of the board. In addition, we have granted 170,000
shares of common stock to Eric Rand, one of our outside members of our Board of
Directors, in connection with his initial tenure on the Board of Directors.

Item 10. Executive Compensation.

         The following tables set forth certain information relating to
compensation paid or accrued by us for the past three fiscal years to our Chief
Executive Officer and executive officers whose cash paid compensation exceeded
$100,000 for the year ended March 31, 2001 (the "Named Executive Officers").
Only those columns which call for information applicable to us or the Named
Executive Officers for the periods indicated have been included in such tables.

                                       19
<PAGE>
                           Summary Compensation Table
                           --------------------------

                                    Year             Annual Compensation
                                   Ended             -------------------
Name & Principal Position         March 31,     Salary ($)   Bonus ($)   Other
-------------------------         ---------     ----------   ---------   -----
Michael H. Rideman (1)              2002          $ 0         $6,500      (2)
Chief Executive Officer

Michele Friedman, Vice President    2002          $ 0         $ 0          0
of Sales and Marketing (3)
-----------
(1)      Mr. Rideman served as our Chief Executive Officer, President, and a
         director until April 31, 2002.

(2)      Mr. Rideman was granted 250,000 shares of our common stock as a
         founder.

(3)      Although Ms. Friedman did not receive any cash compensation in fiscal
         2001, she was issued 4,400,000 shares of our common stock as a founder.

Option/SAR Grants in Last Fiscal Year.

         We currently do not have any stock option plans and have issued no
options to any of our employees.

Employment Agreements.

         We currently do not have any employment agreements, termination of
employment or change in control arrangements with any of our officers or
employees.

Item 11. Security Ownership of Certain Beneficial Owners and Management.

         The following table sets forth certain information regarding the
beneficial ownership of our common stock as of June 1, 2002 for (i) each of our
directors and the Named Executive Officers, (ii) each person known by us to own
beneficially 5% or more of the outstanding shares of any class of our voting
securities and (iii) all directors and executive officers as a group.

                                           Number of Shares     Percentage of
Name and Address                           Beneficially             Total
of Beneficial Owner (1)                    Owned (1)            Voting Power (2)
-----------------------                    ---------            ----------------
Michael H. Rideman (3)                       250,000                  3.0%
Michele Friedman (3)                       4,400,000                 53.5%
Jeremy Stein (3)                             150,000                  1.8%
Eric Rand (3)(4)                             292,000                  3.5%
All Executive Officers and Directors
as a Group(4 persons)(4)                   5,092,000                 61.9%

                                       20
<PAGE>
----------
(1)      All shares are beneficially owned and sole voting and investment power
         is held by the persons named, except as otherwise noted.

(2)      Based upon 8,230,000 shares of common stock outstanding at June 1, 2002
         and reflecting as outstanding, with respect to the relevant owner, the
         shares which that beneficial owner could acquire upon exercise of
         options which are presently exercisable or will become exercisable
         within the next 60 days.

(3)      The address for Messrs. Rideman, Stein, Rand, and Ms. Friedman is c/o
         iGames Entertainment, Inc., Yamato Road, Suite 3131, Boca Raton,
         Florida 33431. Mr. Rideman was our Chief Executive Officer, President
         and a director until April 30, 2002.

(4)      Mr. Rand's number of shares includes currently exercisable warrants to
         purchase 48,000 shares of common stock.

Item 12. Certain Relationships and Related Transactions.

         We engaged IntuiCode, LLC to provide software development services to
us. As of March 31, 2002, we have paid IntuiCode approximately $198,000 pursuant
to the foregoing agreement. Further, on February 15, 2002, we acquired the
world-wide patents, trademarks and rights for a slot machine and video poker
machine security product from IntuiCode, LLC, in consideration for $100,000, a
royalty of 50% of the gross sales price of all units sold, and $7,500 per month
for a one year period for technical support. Jeremy Stein, our Chief Executive
Officer, President, and a director, is also the Chief Executive Officer of
IntuiCode. We believe the terms of the foregoing transactions with IntuiCode are
at least as fair as those that we could have obtained from unrelated third
parties in arms-length negotiations.

         We currently do not have any policy regarding future transactions with
related third parties.

Item 13. Exhibits and Reports on Form 8-K.

         Exhibit
         Number   Exhibit

         3.1      Articles of Incorporation of the Registrant (1)

         3.2      Bylaws of the Registrant (1)

         3.3      Articles of Amendment to Articles of Incorporation (2)

         4.2      Form of Specimen Common Stock Certificate (1)

         10.1     Lease Agreement between Arbern Investors IV, L.P. and the
                  Registrant (1)

         10.2     Sub-Lease Agreement between Ralston Communications, Inc. and
                  the Registrant (1)

         10.3     Master Software License Agreement between NsoftWiz
                  Technologies Inc. and the Registrant (2)

         10.4     Computer Consulting Services Agreement between IntuiCode LLC
                  and the Registrant (2)

                                       21
<PAGE>

         10.5     Purchase of Intellectual Property Agreement between IntuiCode,
                  LLC and the Registrant (2)

         10.6     Software Purchase Agreement between IntuiCode, LLC and the
                  Registrant (2)

         10.7     Software Purchase Agreement between IntuiCode, LLC and the
                  Registrant (2)

         10.8     Software Development Agreement between IntuiCode, LLC and the
                  Registrant (2)

         21.1     Subsidiary of Registrant (1)
----------
(1)      Filed with our Registration Statement on Form SB-2 filed on January 8,
         2002, and incorporated by this reference.

(2)      Filed with Amendment No. 1 to our Registration Statement on form SB-2,
         filed on March 8, 2002, and incorporated by this reference.

(3)      Filed herewith.

                                       22
<PAGE>
                                   SIGNATURES

         In accordance with Section 13 or 15(d) of the Exchange Act, the Company
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

                                        Games Entertainment, Inc.

                                        By: /s/ Jeremy Stein
                                            ----------------
                                            Jeremy Stein
                                            Chief Executive Officer
                                            Dated:       June 6, 2002

         In accordance with the Exchange Act, this report has been signed below
by the following persons on behalf of the Company and in the capacities and on
the dates indicated.


                                        By: /s/ Jeremy Stein
                                            ----------------
                                            Jeremy Stein
                                            Chief Executive Officer,
                                            President, and Director
                                            Dated:       June 6, 2002

                                        By: /s/ Michele Friedman
                                            --------------------
                                            Michele Friedman
                                            V.P. of Sales and Marketing,
                                            Chairman of the Board
                                            Dated:       June 6, 2002

                                        By: /s/ Adam C. Wasserman
                                            ---------------------
                                            Adam C. Wasserman
                                            Chief Financial Officer
                                            Dated:       June 6, 2002


                                        By: /s/ Eric Rand
                                            -------------
                                            Eric Rand
                                            Director
                                            Dated:       June 6, 2002

                                        By: /s/ James W. Williams, Jr.
                                            --------------------------
                                            James W. Williams, Jr.
                                            Chief Operating Officer and Director
                                            Dated:       June 6, 2002

                                       23
<PAGE>
                           iGAMES ENTERTAINMENT, INC.
                          (A Development Stage Company)

                          INDEX TO FINANCIAL STATEMENTS

                 FROM MAY 9, 2001 (Inception) TO MARCH 31, 2002



                                    Contents

Report of Independent Auditors...............................................F-2


Audited Financial Statements:

Balance Sheet................................................................F-3

Statement of Operations......................................................F-4

Statement of Shareholders' Equity............................................F-5

Statement of Cash Flows......................................................F-6

Notes to Financial Statements........................................F-7 to F-12






                                       F-1
<PAGE>
                          INDEPENDENT AUDITORS' REPORT


Board of Directors
iGames Entertainment, Inc.

We have audited the accompanying balance sheet of iGames Entertainment, Inc. as
of March 31, 2002, and the related statement of operations, stockholders' equity
and cash flows for the period May 9, 2001 (inception) through March 31, 2002.
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 audit.

We conducted our audit in accordance with auditing standards generally accepted
in the United States of America. 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 audit provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects the financial position of iGames Entertainment, Inc. as of
March 31, 2002, and the results of its operations and its cash flows for the
period from May 9, 2001 (inception) through March 31, 2002, in conformity with
accounting principles generally accepted in the United States of America.


                                            /s/Feldman Sherb & Co., P.C.
                                            Feldman Sherb & Co., P.C.
                                            Certified Public Accountants

New York, New York
May 17, 2002

                                       F-2
<PAGE>
                           iGAMES ENTERTAINMENT, INC.
                          (A Development Stage Company)

                                  BALANCE SHEET

                                 MARCH 31, 2002


                                     ASSETS

CURRENT ASSETS:
    Cash ........................................................   $   436,972
    Prepaid expenses ............................................         3,684
                                                                    -----------
          TOTAL CURRENT ASSETS ..................................       440,656
                                                                    -----------

PROPERTY AND EQUIPMENT-net ......................................        16,643
INTANGIBLE ASSETS ...............................................       400,025
DEPOSITS ........................................................         5,700
                                                                    -----------

                                                                    $   863,024
                                                                    ===========


                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
    Accrued expenses ............................................   $    29,429
    Notes payable-current .......................................       250,000
                                                                    -----------
               TOTAL CURRENT LIABILITIES ........................       279,429
                                                                    -----------

STOCKHOLDERS' EQUITY:
    Common stock; $.001 par value, 10,000,000 shares authorized
          8,230,000 shares issued and outstanding ...............         8,230
    Additional paid-in capital ..................................     1,113,045
    Accumulated deficit .........................................      (537,680)
                                                                    -----------
          TOTAL STOCKHOLDERS' EQUITY ............................       583,595
                                                                    -----------

                                                                    $   863,024
                                                                    ===========

                        See notes to financial statements

                                       F-3
<PAGE>
                           iGAMES ENTERTAINMENT, INC.
                          (A Development Stage Company)

                             STATEMENT OF OPERATIONS

                  FROM MAY 9, 2001(Inception) to MARCH 31, 2002



REVENUE ....................................................        $    40,000
                                                                    -----------

OPERATING EXPENSES:
      Professional fees ....................................             67,649
      Salaries and related expenses ........................             55,043
      Research and development .............................            219,677
      Travel and entertainment .............................             69,149
      Rent .................................................             30,797
      Other general and administrative .....................            138,526
                                                                    -----------
                                                                        580,841
                                                                    -----------

NET OPERATING LOSS .........................................           (540,841)

INTEREST INCOME (EXPENSE)-net ..............................              3,161
                                                                    -----------

NET LOSS ...................................................        $  (537,680)
                                                                    ===========

NET LOSS PER COMMON SHARE-BASIC AND DILUTED ................        $     (0.08)
                                                                    ===========

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
      -BASIC AND DILUTED ...................................          6,462,500
                                                                    ===========

                        See notes to financial statements

                                       F-4
<PAGE>
                           iGAMES ENTERTAINMENT, INC.
                          (A Development Stage Company)

                        STATEMENT OF STOCKHOLDERS' EQUITY
<TABLE>
<CAPTION>
                                                  Common Stock
                                               ($.001 par value)       Additional                           Total
                                              -------------------       Paid-In         Accumulated      Stockholders'
                                               Shares      Amount       Capital           Defict           Equity
                                              ---------    ------      ----------       -----------      -------------
<S>                                           <C>          <C>         <C>              <C>               <C>
Balance, May 9, 2001 (Inception) ..........           -    $    -      $        -       $        -        $        -

     Issuance of common stock .............   5,430,000     5,430          17,570                -            23,000

     Sale of common stock and warrants, net   2,780,000     2,780       1,086,495                -         1,089,275

     Issuance of common stock for services       20,000        20           8,980                -             9,000

     Net loss .............................           -         -               -         (537,680)         (537,680)
                                              ---------    ------      ----------       ----------        ----------

Balance, March 31, 2002 ...................   8,230,000    $8,230      $1,113,045       $ (537,680)       $  583,595
                                              =========    ======      ==========       ==========        ==========
</TABLE>

                        See notes to financial statements

                                       F-5
<PAGE>
                           iGAMES ENTERTAINMENT, INC.
                          (A Development Stage Company)

                             STATEMENT OF CASH FLOWS

                  FROM MAY 9, 2001(Inception) to MARCH 31, 2002


CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss .................................................     $  (537,680)
                                                                    -----------
     Adjustments to reconcile net loss to net cash used
       in operations:
            Common stock issued for services ..................           9,000
            Depreciation expense ..............................           1,300
     Changes in assets and liabilities:
            Prepaid expenses ..................................          (3,684)
            Deposits ..........................................          (5,700)
            Accrued expenses ..................................          29,429
                                                                    -----------
CASH USED IN OPERATIONS .......................................        (507,335)
                                                                    -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of intangible assets ............................        (400,025)
     Purchase of property and equipment .......................         (17,943)
                                                                    -----------
        NET CASH FLOWS USED IN INVESTING ACTIVITIES ...........        (417,968)
                                                                    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from notes payable ..............................         250,000
     Proceeds from the sale of common stock and warrants ......       1,250,500
     Offering costs ...........................................        (138,225)
                                                                    -----------
        NET CASH FLOWS FROM FINANCING ACTIVITIES ..............       1,362,275
                                                                    -----------

NET INCREASE IN CASH ..........................................         436,972

CASH - beginning of period ....................................               -
                                                                    -----------

CASH - end of period ..........................................     $   436,972
                                                                    ===========

SUPPLEMENTARY CASH FLOW DISCLOSURE:
     Interest paid ............................................     $         -
                                                                    ===========
     Taxes paid ...............................................     $         -
                                                                    ===========

                        See notes to financial statements

                                      F-6
<PAGE>
                           iGAMES ENTERTAINMENT, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                 FROM MAY 9, 2001 (Inception) TO MARCH 31, 2002

1.       ORGANIZATION

         Alladin Software, Inc. was incorporated on May 9, 2001 under the laws
         of the State of Florida. Subsequently, Alladin was acquired by iGAMES
         Entertainment, Inc. ("iGames" or the "Company"), a Nevada corporation,
         by purchase of all of the outstanding shares of Alladin. The
         acquisition was accounted for as a purchase between commonly controlled
         entities and the financial statements have been combined for all
         periods presented. The Company develops and licenses Internet and
         land-based gaming software, and provides related support, maintenance
         and management consulting services. The Company licenses the use of
         proprietary software products and trademarks to independent third
         parties located in jurisdictions where Internet gaming is either
         recognized as a legitimate business enterprise or not prohibited. In
         addition, the Company has purchased the world-wide patents, trademarks
         and rights thereto for "slot anti-cheating device", known as the
         Protector V.2, for gaming machines; which it plans to market to the
         slot machine gaming machine companies and their customers.

         The Company has not yet materially engaged in its expected operations.
         The Company's future operations will be to license internet based
         casino gaming software and provide related support, maintenance and
         management consulting services; and market and lease the "slot
         anti-cheating device". Current activities include raising additional
         equity and negotiating with key personnel and facilities, as well as
         the continued development of its software products, there is no
         assurance that any benefit will result from such activities. The
         Company will not receive any material operating revenues until the
         commencement of operations, but will nevertheless continue to incur
         expenses until then.

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         Revenue Recognition - Revenue from products licensed is recorded when
         the software has been delivered in accordance with AICPA Statement of
         Position 97-2 "Software Revenue Recognition". Revenue attributable to
         undelivered elements, including maintenance and technical support will
         be recognized with the initial licensing fee upon delivery of the
         software as maintenance and customer support fees are to be included in
         the initial licensing fee, the license period is for one year or less,
         and the estimated costs of providing these services are insignificant.
         Estimated costs of providing these services are accrued when revenues
         are recognized.

         Revenues from the sale or lease of products are recognized as earned
         when the sale is completed, or over the lease term; as appropriate.

                                       F-7
<PAGE>
                           iGAMES ENTERTAINMENT, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         Per user fees are fees charged to customers that access and use the
         Company's software products. Revenue is recognized when the software
         product is accessed.

         Revenues from major software customization or enhancements sold
         separately or included in multiple element arrangements will be
         recognized using the "percentage-of-completion-method" as prescribed by
         SOP 81-1 and ARB No. 45, recognizing revenue relative to the
         proportionate progress on such contracts as measured by the ration
         which costs incurred by the Company to date bear to total anticipated
         costs on each project.

         Property and Equipment - Property, plant and equipment are recorded at
         cost. Expenditures for major additions and betterment's are
         capitalized. Maintenance and repairs are charged to operations as
         incurred. Depreciation of property and equipment is computed on the
         straight-line method over the assets estimated lives ranging from three
         to five years. Leasehold improvements are amortized over the lesser of
         the lease term or the asset's useful lives.

         Capitalized Software Costs- The Company capitalizes certain computer
         software costs, after technological feasibility has been established,
         which are amortized utilizing the straight-line method over the
         economic lives of the related products not to exceed three years.

         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 amounts
         reported in the consolidated financial statements and accompanying
         notes. Actual results could differ from those estimates.

         Income Taxes - Deferred income taxes are determined on the liability
         method in accordance with the Statement of Financial Accounting
         Standards ("SFAS") No. 109, Accounting for Income Taxes.

         Earnings (Loss) Per Share - The Company has adopted SFAS, No. 128,
         Earnings per Share. Basic earnings (loss) per share is computed by
         dividing net income (loss) available to common stockholders by the
         weighted average number of common shares outstanding during the period.
         Diluted earnings per share reflects the per share amount that would
         have resulted if dilutive common stock had been converted to common
         stock, as prescribed by SFAS No. 128.

                                       F-8
<PAGE>
                           iGAMES ENTERTAINMENT, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         Fair Value of Financial Instruments - The respective carrying value of
         certain on-balance-sheet financial instruments approximated their fair
         values. Fair value estimates discussed herein are based upon certain
         market assumptions and pertinent information available to management.
         These financial instruments include cash, accounts receivable, accounts
         payable and accrued expenses. Fair values were assumed to approximate
         carrying values for these financial instruments since they are short
         term in nature and their carrying amounts approximate fair values or
         they are receivable or payable on demand. The fair value of the
         Company's long-term debt, which approximates its carrying value, is
         estimated based upon the quoted market prices for the same or similar
         debt instruments or on the current rates offered to the Company for
         debt of the same remaining maturities.

         Stock Based Compensation - The Company accounts for stock transactions
         in accordance with APB Opinion No. 25, "Accounting For Stock Issued To
         Employees." In accordance with Statement of Financial Accounting
         Standards No. 123 ("SFAS 123"), "Accounting For Stock-Based
         Compensation," the Company adopted the pro forma disclosure
         requirements of SFAS 123.

         Research and Development - Research and development costs are charged
         to expense as incurred.

         Intangible Assets - Licensing and patent agreements are stated at cost.
         The recoverability of the license and patent agreements is revaluated
         each year based upon management's expectations relating to the life of
         the technology and current competitive market conditions. Based upon
         management's expectations they believe that no impairment of its
         license agreement and patent exists at March 31, 2002.

         Impairment of long-lived assets - The Company evaluates the
         recoverability and carrying value of its long-lived assets at each
         balance sheet date, based on guidance issued in SFAS No. 121,
         "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
         Assets to be Disposed of." Among other factors considered in such
         evaluation is the historical and projected operating performance of
         business operations, the operating environment and business strategy,
         competitive information and market trends. Accordingly, the believes
         that there has been no impairment of its long-lived assets as of March
         31, 2002.

                                       F-9
<PAGE>
                           iGAMES ENTERTAINMENT, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

         New Accounting Pronouncements - In June 2001, the FASB issued SFAS No.
         141, "Business Combination", SFAS No. 142, "Goodwill and Other
         Intangible Assets" and SFAS No. 143, "Accounting for Asset Retirement
         Obligations",. SFAS No. 141 requires the use of the purchase method of
         accounting and prohibits the use of the pooling-of-interest method of
         accounting for business combinations initiated after June 30, 2001. It
         also requires that the Company recognize acquired intangible assets
         apart from goodwill. SFAS No. 142 requires, among other things, that
         companies no longer amortize goodwill, but instead test goodwill for
         impairment at least annually. In addition, SFAS No. 142 requires that
         the Company identify reporting units for the purposes of assessing
         potential future impairments of goodwill, reassess the useful lives of
         other existing recognized intangible assets, and cease amortization of
         intangible assets with an indefinite useful life. SFAS No. 143
         establishes accounting standards for recognition and measurement of a
         liability for an asset retirement obligation and the associated asset
         retirement cost, which will be effective for financial statements
         issued for fiscal years beginning after June 15, 2002. The adoption of
         SFAS No. 141, SFAS No. 142 and SFAS No. 143 is not expected to have a
         material effect on the Company's financial position, results of
         operations and cash flows. In August 2001, the FASB issued SFAS No.
         144, "Accounting for the Impairment or Disposal of Long-Lived Assets"
         which basically further clarifies SFAS No. 121 and methods of
         quantifying potential impairments or disposal of assets as well as the
         related reporting of such impairments or disposals.

         The adoption of SFAS No. 141, SFAS No. 142 SFAS No. 143 and SFAS No.
         144 is not expected to have a material effect on the Company's
         financial position, results of operations and cash flows.

3.       INTANGIBLE ASSETS

         The Company has licensed for approximately $300,000, from an unrelated
         company, an internet based suite of casino gaming products. The Company
         has the right to utilize and modify the software's source code. The
         Company has not placed into service the software and to date has not
         yet amortized the license agreement. On February 15, 2002 the Company
         acquired all worldwide patents and trademarks, from a related party, to
         a slot machine anti-cheating device for $100,000. The Company will be
         obligated to pay a royalty of 50% of the gross sales price on all units
         sold and $7,500 per month for one-year of technical support. The
         Company intends to amortize this intellectual property over its
         estimated useful-life, however it has not placed such property into
         service as of March 31, 2002.

                                      F-10
<PAGE>
                           iGAMES ENTERTAINMENT, INC.
                          (A Development Stage Company)

                    NOTES TO FINANCIAL STATEMENTS (continued)

4.       NOTES PAYABLE

         On March 1, 2002, the Company received two convertible promissory notes
         from an individual for $100,000 and $150,000, respectively. The notes
         bear interest at 10% per annum and is due on September 1, 2002. The
         notes are convertible, at the option of the lender, into 200,000 and
         300,000 common shares or $0.50 per share. Additionally, upon
         conversion, warrants equal to the number of common shares issued will
         be granted, these warrants shall be exercisable at $1.00 per share and
         expire on December 31, 2005.

5.       RELATED PARTY TRANSACTIONS

         The Company has engaged a software development company to develop its
         internally developed products as well as modify its existing products.
         A significant shareholder and an officer of this software company is
         also the President and Chief Executive Officer of iGames. As of March
         31, 2002 the Company has paid approximately $198,000 in consulting fees
         to this related party.

6.       INCOME TAXES

         Deferred income taxes reflect the net tax effects of temporary
         differences between the carrying amounts of assets and liabilities for
         financial reporting purposes and the amounts used for income tax
         purposes. Significant components of the Company's deferred tax assets
         (liabilities) are as follows:

                 Deferred tax assets:

                 Net operating loss carryforwards   $ 183,000

                    Less valuation allowance         (183,000)
                                                    ---------

                 Net deferred tax                   $       -
                                                    =========

         The reconciliation of the income tax computed at the U.S. federal
         statutory rate to income tax expense for the period ended March 31,
         2002:

               Tax (benefit) at federal statutory rate     (34.00%)

               Income tax benefit not utilized              34.00%
                                                           -------
               Total                                            -
                                                           =======

                                      F-11
<PAGE>
                           iGAMES ENTERTAINMENT, INC.
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

6.       INCOME TAXES (continued)

         FASB No. 109 requires a valuation allowance to reduce the deferred tax
         assets reported if, based on weight of the evidence, it is more likely
         than not that some portion or all of the deferred tax assets will not
         be realized. After consideration of all the evidence, both positive and
         negative, management has determined that a full valuation allowance at
         March 31, 2002 is necessary to reduce the deferred tax assets to the
         amount that will more likely than not be realized. At March 31, 2002
         the Company has available net operating loss carryforwards of
         approximately $500,000, which expire in the year 2022.

7.       STOCKHOLDERS' EQUITY

         The Company's authorized capital stock consists of 10,000,000 shares of
         common stock, par value $.001 per share. On March 31, 2002, there were
         issued and outstanding 8,230,000 shares of common stock.

         In August 2001, the Company solicited a private placement memorandum
         for the sale of unit that consists of one shares and one warrant to
         purchase a share of the Company's common stock. Between August and
         November 2001 the Company completed the sale of 2,455,000 shares of
         common stock and 2,455,000 stock purchase warrants exercisable at $1.00
         per share expiring on December 31, 2005. The Company received gross
         proceeds of $1,227,500 and incurred offering costs of $138,225. In
         connection with the offering the Company issued 300,000 shares of
         common stock and 122,750 stock purchase warrants exercisable at $1.00
         expiring on December 31, 2005.

         In September 2001 the Company issued 20,000 shares of common stock to a
         former officer. The Company valued these shares at $0.45 or the value
         of the shares sold under its private placement (less a 10% discount for
         market restrictions). In connection with this issuance the Company
         recorded $9,000 in compensation.

8.       COMMITMENTS

         On July 16, 2001, the Company entered into a one-year sublease for
         office space in Boca Raton, Florida. The lease calls for monthly rental
         payments of $2,500.

         On November 1, 2001, the Company entered into a one-year office lease
         in Boca Raton, Florida. Monthly rental payments under this lease are
         $3,205.

                                      F-12