United States Securities and Exchange Commission
                             Washington, D.C. 20549


                                 Amendment No. 1
                                       to
                                   FORM 10-KSB

(Mark One)
  [X]    Annual  Report  Pursuant  to  Section  13 or  15(d)  of The  Securities
         Exchange Act of 1934 For the Fiscal Year Ended December 31, 2000

  [ ]    Transition  Report  Pursuant  to Section 13 or 15(d) of the  Securities
         Exchange Act of 1934

                         Commission File Number 1-15679

                            VENTUREQUEST GROUP, INC.
                     (Formerly known as Venture Tech, Inc.)
                 (Name of small business issuer in its charter)

                     Idaho                               87-0462258
         (State or other jurisdiction of              (I.R.S. Employer
         incorporation or organization)              Identification No.)

         1055 West 14th Street, Suite 500, North Vancouver, B.C. V7P 3P2
              (Address of principal executive officers) (Zip Code)

Issuer's telephone number:  (604) 990-9889

Securities registered under Section 12(b) of the Exchange Act: None

Securities registered under Section 12(g) of the Exchange Act:
                                      Common Stock,  par value $0.001 per share

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  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 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. [ ]

State issuer's revenues for its most recent fiscal year.  $169,919

State the  aggregate  market  value of the voting  stock held by  non-affiliates
computed by reference  to the price at which the stock was sold,  or the average
bid and asked  prices of such stock,  as of a specified  date within the past 60
days.  $1,650,769 (Based on price of $.04 per share on September 30, 2001)

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

           Class                              Outstanding as of August 31, 2001
           -----                              ---------------------------------
Common Stock, Par Value $0.001                           65,801,194

DOCUMENTS INCORPORATED BY REFERENCE

Transitional Small Business Disclosure Format.  Yes [ ]  No [X]

                                       1
<PAGE>

<TABLE>
<CAPTION>
                                               VENTUREQUEST GROUP, INC.

                                                  TABLE OF CONTENTS

                                                       PART I
                                                                                                          Page
<S>                                                                                                       <C>
Item 1.         Business...............................................................................      3

Item 2.         Properties..............................................................................    17

Item 3.         Legal Proceedings.......................................................................    17

Item 4.         Submission of Matters to a Vote of Security Holders.....................................    17

                                                       PART II

Item 5.         Market for Registrant's Common Equity and Related Stockholder Matters...................    17

Item 6.         Management's Discussion and Analysis of Financial Condition and
                  Results of Operations.................................................................    21

Item 7.         Financial Statements and Supplementary Data.............................................    26

Item 8.         Changes in and Disagreements with Accountants on Accounting
                  and Financial Disclosure..............................................................    62

                                                    PART III

Item 9.         Directors and Executive Officers of the Registrant......................................    62

Item 10.        Executive Compensation..................................................................    64

Item 11.        Security Ownership of Certain Beneficial Officers and Management........................    65

Item 12.        Certain Relationships and Related Transactions..........................................    66

                                                     PART IV

Item 13.        Exhibits, Financial Statement Schedules, and Reports on Form 8-K........................    69

                Signatures..............................................................................    70
</TABLE>


                                                        -2-

<PAGE>


                                     PART I

Item 1.  Business

         VentureQuest   Group,  Inc.,  formerly  known  as  Venture  Tech,  Inc.
(hereinafter  "VentureQuest"  or the  "Company"),  is engaged in the business of
acquiring  distressed and  undervalued  transaction-based  companies in order to
develop their business to full potential. The Company's primary area of interest
is in transaction-based  businesses that provide a recurring revenue stream from
any transaction that does not involve physical delivery of goods.

         History

         The Company was  organized on July 19, 1948 under the laws of the State
of Idaho as Giant Ledge Mining Company and since that time has pursued a variety
of businesses. In 1992 the name of the Company was changed to Venture Tech, Inc.
On October 25, 1999,  the Company's  shareholders  approved a proposal to change
the Company's  domicile of incorporation  from Idaho to the State of Nevada. The
change is anticipated to be completed during fiscal 2001. The change of domicile
was finalized in May 2001.

         On March 4, 1996, the Company  entered into a licensing  agreement with
CasinoWorld Holdings,  Ltd. ("CWH").  Pursuant to the agreement,  CWH granted to
the Company a nonexclusive license to use and market CWH's Virtual CasinoWorldTM
software and hardware  applications,  know-how,  trade  secrets,  copyrights and
trademarks.  The Company was obligated to market,  finance and contribute one or
more foreign gaming licenses under a separate operating agreement with CWH.

         Through  August 1998,  the Company  made  approximately  $1,300,000  in
license  payments to CWH in  anticipation  of receiving a fully  operational and
reliable gaming website.  In August 1998, the Company  determined that CWH would
not be able to adequately  provide such a website and operational  services and,
accordingly,  discontinued its relationship with CWH. In March 1999, the Company
entered into a nonexclusive  software  license  agreement  with Starnet  Systems
International  Inc.,  ("SSII") to provide the Company  with a complete  turn-key
computer  hardware,  software and customer  support package for the operation of
one or more online casino websites.

         On February 16, 2001,  Venture Tech, Inc.  announced the acquisition of
Gamecasters, Inc. ("Gamecasters"),  a Nevada Corporation.  Pursuant to the terms
of  the  acquisition,   the  Company  acquired  all  90,000,000  shares  of  the
outstanding  common stock and 40% of the outstanding  preferred stock (4,000,000
shares) of  Gamecasters.  In exchange for the  Gamecasters  shares,  the Company
issued  20,000,000 shares of authorized,  but previously  unissued common stock,
and 10,000,000 shares of authorized, but previously unissued preferred stock. In
addition,  the  Company  issued  stock  purchase  warrants  for the  purchase of
20,000,000 shares of the Company's preferred stock ("Preferred Share Warrants").
The Preferred  Share Warrants are  exercisable for a period of five years at the
exercise price of $.50 per share.  Each preferred  share is convertible  into 10
shares of common stock. At the time of the offer to acquire  Gamecasters  shares
on December 27, 2000,  the Company's  common stock was trading at $.05 per share
and there were a total of 44,569,515  common shares issued and outstanding.  The
remaining 60% of  Gamecasters  preferred  stock  (6,000,000  shares) is owned by
888258 Ontario Ltd., a company principally owned by Eric Hutchingame,  currently
Chairman and Chief Executive Officer of the Company, and his family.

         Gamecasters owns a variety of virtual reality simulators,  video gaming
equipment,  certain  intellectual  property  rights  and  proprietary  CyberTrak
software technology designed for use in Family Entertainment  Centers ("FEC's"),
other  amusement  centers  and theme  parks.  Gamecasters  also owns  restaurant
equipment,  computer equipment,  sound equipment,  laser tag arena equipment and
card reader  equipment.  The equipment is currently  located in a FEC located in
Ottawa, Ontario, Canada, a facility operated by the Company and named Cyberdome.
Gamecasters  provides the equipment and the use of its other assets and receives
100% of the total revenue  generated from the Cyberdome also participates in The
Gamecasters  Players  Club,  a  membership  based  organization  that intends to
operate  both online and  offline.  The Company  previously  had entered  into a
revenue sharing agreement with Cyberdome  Entertainment,  Inc. ("CEI"),  but has
subsequently taken over complete control of the Cyberdome facility.


                                       -3-

<PAGE>


         In purchasing 40% of Gamecasters  preferred stock, the Company acquired
4,000,000   shares  of  outstanding   Gamecasters   preferred  stock  from  Eric
Hutchingame.  The preferred  shares were acquired in exchange for the assignment
to  Mr.   Hutchingame  of  all  CEI   indebtedness  to  the  Company,   totaling
approximately  $232,000.  Following the closing of the  acquisition,  there will
remain outstanding 6,000,000 shares of Gamecasters preferred stock, which shares
shall be  convertible  into shares of the Company's  common stock on a one share
for one share basis. Also,  Gamecasters has outstanding stock purchase warrants,
issued to  888258  Ontario  Ltd.,  a company  owned by Mr.  Hutchingame  and his
family, to acquire up to 10,000,000  shares of Gamecasters  common stock for the
exercise price of $0.001 per share.

         On November 12, 1999,  the Company and CEI entered into a memorandum of
understanding  (the "MOU") whereby the Company was to acquire CEI on terms to be
negotiated  by the parties.  In connection  with the MOU, the Company  agreed to
provide loans to CEI,  secured by the  equipment and a guarantee of  Hutchingame
Growth Capital (a division of 888258  Ontario  Ltd.),  owned and operated by Mr.
Hutchingame, prior to the acquisition

         Following a period of due  diligence,  management  concluded that there
were certain impediments that made the acquisition  unfavorable for the Company.
A key  impediment  was the  refusal  by CEI's  landlord  to agree to a change of
control in favor of a company in the online gambling  business.  Their agreement
to a change of control  was a  requirement  under the terms of CEI's  lease.  In
response to Venture Tech's continued  interest in the revenue streams offered by
CEI's facility, Mr. Hutchingame incorporated Gamecasters, which acquired certain
video games and  equipment.  Gamecasters  then entered into a long-term  revenue
sharing  agreement with CEI in exchange for the use of  Gamecasters'  equipment.
Gamecasters also acquired marketing rights, know-how,  intellectual property and
technology that were deemed  essential for growing an interactive  entertainment
enterprise. As a consequence, Gamecasters provided all the benefits of acquiring
CEI without any of the perceived  legal or financial  impediments.  In addition,
Gamecasters brought to the Company technology,  rights and intellectual property
that CEI did not possess.

         The original  long-term  revenue sharing  agreement with CEI had a term
from April 1, 2001 to May 31, 2007.  Gamecasters provided equipment with a value
of US $1 Million and intellectual property, including CyberTrak software and had
the right to use the name "Cyberdome".  Of the total revenue generated,  30% was
to be remitted to Cyberdome as an operator share together with a further 10% for
maintenance of the equipment and an additional 10% for a marketing.  Gamecasters
was to have exclusive control and ownership of the equipment  including exchange
and removal  rights and the right to assign the  agreement.  The  agreement  was
terminated  effective  April  30,  2001  and,  pursuant  to the  acquisition  of
Gamecasters,  the Company took over all operations of the Cyberdome facility and
now retains 100% of the revenues generated.

         Neither the Company nor Gamecasters  shareholders  employed a financial
adviser for the  transaction.  All the  shareholders  of  Gamecasters  were arms
length parties to the Company and the valuation of  Gamecasters  was carried out
by Company management.  The value of Gamecasters,  a privately held corporation,
was based on a mixture  of the  physical  assets  owned,  the  present  value of
discounted  cash  flows,  present  value of  discounted  the cash flow of income
forecasts and the value of the proprietary software.

         On March 8, 2001,  the Company  completed  the sale of its wholly owned
subsidiary EuroAsian E-Casinos International,  Ltd.,  ("EuroAsian"),  an Antigua
corporation that operates Asia Casino  (www.asiacasino.com),  an online gambling
casino, and  E-Casinos(www.ecasino.com)  a gambling portal. The Company sold its
100%  interest  in  EuroAsian  to Nexus  Marketing,  Inc.  ("Nexus"),  a British
Columbia corporation for the purchase price of $350,000. The purchase price will
be  reduced by any and all  outstanding  license  fee  amounts,  whether  due or
accrued, which is estimated to be approximately $160,000. Under the terms of the
agreement,  the balance of approximately $190,000 will be paid to the Company by
EuroAsian  paying 5% of gross  revenues  generated by the EuroAsian  operations.
Interest on the outstanding amount will accrue at the rate of 10% per annum. The
Company will transfer the  appropriate  domain names used by EuroAsian when full
payment  has been  made in  accordance  with the terms of the  agreement.  Gross
revenues  generated  by  E-Casinos  was  $169,919  in fiscal 2000 and $29,710 in
fiscal 1999.



                                       -4-

<PAGE>

         As a result of the sale of Euro  Asian,  the  Company  is  ceasing  its
online   gambling   business.   Following  the  Company's   recent  purchase  of
Gamecasters,  Inc.,  the focus of the  Company's  activities  has shifted to the
interactive  gaming (non gambling)  industry and to other areas that provide for
transaction-based  revenues.  Management  believes  that this change in business
will provide the Company with more growth opportunities  without the legislative
barriers to success associated with online gambling.

Business Development

         In  order to  create  a common  marketing  theme  across a  variety  of
industries,  the Company intends to introduce in 2001 a membership program,  the
Gamecasters Players Club ("GPC"). This program will ultimately enable members to
enter into a variety of transactions  in various  industries with future channel
partners through the use of a multi-purpose  membership card. This card might be
used by a member  to play an  amusement  device,  make a  telephone  call,  then
withdraw cash from an ATM machine.

         Transactions  occur  through  the  use of a  wide  variety  of  devices
including Internet access machines,  Internet websites  amusement devices,  cash
machines and public phones. Each of these share a common  characteristic in that
they  provide  a  service  for a fee.  In order to  generate  transaction  based
revenue,  the Company  long-term  objective is to become involved in a number of
market  segments,  each of  which  has its own  unique  characteristics  and the
potential  for large  numbers  of  transactions.  In the  short-term  management
intends to establish a position in the interactive entertainment industry.

         The Company's  initial focus is on transactions that generate a revenue
stream from providing an  entertainment  experience,  such as a virtual  reality
simulator,  in exchange for a fee. Accordingly,  the Company has entered into an
agreement  with  Cyberdome,  a Virtual  Reality  Theme  Park  located in Ottawa,
Ontario,  Canada.  The  Company has  located a variety of  amusement  devices in
Cyberdome  and has  plans to  expand  its base of  locations  by  entering  into
arrangements with  partners/affiliates.  This will enable GPC members to use the
amusement  devices in  multiple  locations.  The GPC  membership  benefits  will
include  discounts on game play and gaming  merchandise  and a loyalty  program,
where points can be redeemed for game play,  merchandise  and travel.  As of the
date hereof, no agreements with  partners/affiliates  have been entered into and
there can be no assurance that any agreements will be finalized in the future.

         In a typical coin-operated business, the ability to track customer play
or  preferences  in order  to  customize  offerings  to that  customer  has been
limited.  In response to this  limitation,  the Company  created the proprietary
cash  replacement  CyberTrak  management  and  marketing  tool for  managing any
facility that contains multiple revenue streams.  The Company does not intend to
sell  CyberTrak,  rather it will license it to future  partner  locations  for a
share of increased  facility  revenue and savings as it has done with  Cyberdome
where  CyberTrak  is  currently  being used in the  operation.  Savings  include
management  and staff time  savings,  savings  effected  by early  detection  of
machines that are off-line,  savings from  optimization  of staff on duty due to
the trend analysis  available through the CyberTrak software and optimization of
opening hours which indicate which hours are not profitable.

         CyberTrak is an integrated  modular system that provides the ability to
monitor and manage any elements that would impact  customer  satisfaction.  This
monitoring can be accomplished on site or remotely over the Internet.  CyberTrak
provides  hourly,  daily,  weekly,  monthly or annual  reports  on all  critical
systems and provides for instant alerts to a pager, phone or e-mail address when
problems  arise.  The  software  modules  include  ticketing,  scheduling,  cash
control,  game control,  inventory  control,  time clock,  employee  scheduling,
employee management, membership management, standard and custom reporting, laser
tag game scheduling,  remote center management (Internet enabled reporting), and
automatic reporting when a machine malfunctions.

         The Company  intends  build a  membership  base of players who can then
play without regard to their specific location by providing tournament play. The
Company has the ability to "tournament-  enable" older machines,  which involves
enabling  these machines to identify the player and transmit their score through
a modem  connection.  In order to "tournament  enable" a machine,  a custom-made
hardware  device needs to be  installed  in order to  interface  with the game's
control  signals.  The Company will contract out the development of the hardware
interface and then use its CyberTrak software to manage the network.  Management
also  intends to create a ranking  system for  players  and in  addition,  track
individual preferences in order to provide customized  entertainment  offerings.


                                       -5-

<PAGE>


It is  management's  belief that if the  Company's  tournament-enabled  machines
deliver a large group of players to partner  locations,  they will be willing to
share a portion of the revenue generated. This belief is based on the experience
of  a  competitor,  Incredible  Technologies  Inc.,  who  placed  machines  into
locations  and signed up members as reported  in the  November  2000  edition of
Replay  Magazine  (page 163), the industry's  dominant trade  magazine.  This is
further  reinforced  by the No. 1 ranking of this  membership  based  tournament
game. (Source: Replay Magazine Nov. 2000).

         Cyberdome's  core group of users are school aged young  adults  between
the ages of 14 and 18.  Accordingly,  peak times of use will  typically  revolve
primarily  around  breaks in the  school  year.  Revenues  tend to  increase  at
Christmas  break,  Easter break and Summer break,  which is estimated to account
for approximately 45-50% of total yearly revenue.

         The  Company has  developed  its current  strategy  because  management
believes the amusement industry is going through a period of consolidation after
experiencing  negative  growth over the past few years.  One  exception has been
games that provide redemption, that is the player can win a prize and compete in
tournaments.  The expectation of winning either prizes or cash continues to be a
significant  motivator for players. In addition to obtaining  membership through
strategic  partnerships,  the Company  intends to acquire  "operator  routes" (a
geographic  grouping of amusement  devices) as a means of increasing  its reach,
providing members with play opportunities and generating  significant cash flow.
It will install tournament-enabled  machines in the locations which are on these
routes,  thereby  enabling  the Company to  potentially  sign up new members and
generate  tournament  fees.    As  of  the  date  hereof,  no  operator-route
acquisitions have been finalized.

         Management  anticipates  that  geographic  groupings  would be in major
urban population centers,  including cities and surrounding  metropolitan areas,
with extensive transportation capabilities,  school districts, public facilities
and populations with higher levels of discretionary  income. There would also be
a large number of facilities such as bars,  restaurants,  hotels, bowling alleys
and malls that would be likely candidates for interactive  amusement devices. Of
the 212 Areas of Dominant  Influence (ADI) in the United States,  a geographical
survey area created and defined by Arbitron, the Company expects to target up to
the top fifty areas.

         The Company intends to seek out and potentially  acquire undervalued or
distressed   companies  in  the  industry  with  a  view  to  integrating  their
operations. In addition, the Company plans to acquire companies whose owners are
seeking succession  arrangements because the owner/operators do not have a means
of  carrying  on the  family  business.  It is a key  element  of the  Company's
acquisition  strategy  that the  acquired  companies  contribute  to  membership
building  and either be  immediately  cash flow  positive or achieve this in the
short term.

Products and Services

         The Gamecasters Players Club

         The Company plans to introduce  during 2001 a membership  program to be
known as The Gamecasters  Players Club ("GPC").  GPC will provide players with a
permanent  membership card and entitle the member to discounts on entertainment,
participation in a membership loyalty program,  use of the card at participating
partner/affiliate locations, members only tournaments, club rankings with prizes
for top players and a number of other  benefits  including  discounts  on gaming
related merchandise.



         Operating Facility - Cyberdome

         The Company  currently  has a  long-term  agreement  with an  operating
facility,  which  showcases  all of its products  and  services.  The  Cyberdome
facility  located  in  Ottawa,  Ontario,  Canada is a fully  functioning  Family
Entertainment   Center.   The  facility  provides  the  Company  with  a  unique
opportunity,  not only to earn operating revenue but also to use the location as
a beta site for all of its future products and services.

         Beta site is a common  technical term used to indicate an  organization
or entity  that tests  hardware,  software or other such  systems for  technical

                                       -6-

<PAGE>

proficiency  and problems  prior to being  released to a wider base of users and
the  marketplace.  Typically,  beta  test  sites  are  selected  from a pool  of
established  customers or volunteers familiar with the product, so that problems
and technical deficiencies can be fixed prior to formal release.

         Amusement Devices

         The  Company's  Gamecasters  subsidiary  owns a  variety  of  amusement
devices which are networked  through a Local Area Network and interface  with an
Internet enabled reporting system.  The devices are accessed using a card system
made by a third party  supplier  using the  Company's own  proprietary  software
("CyberTrak")  that  enables  the  Company to track the  activities  of both GPC
members and the devices.  The devices  include many  popular  current  models of
video games and some older,  more  established  ones such as air hockey and pool
tables.  In order to play,  players  must  buy a card  that is  credited  with a
specific  amount  of money.  The card is then  inserted  into a machine  and the
appropriate amount is deducted from the card. The minimum and maximum amounts to
buy a card are CND $5.00 and $20.00, respectively.

         Gamecasters Tournaments

         As stated in an article in Replay Magazine,  providing  tournament play
is becoming a popular  means to increase  revenues in the industry and virtually
all of the game  manufacturers have introduced some tournament enabled machines.
(Source: Replay Magazine,  November 2000, page 163). In addition, older machines
are being  retrofitted  to enable game scores to be captured  and  uploaded to a
central  computer  in order to display  these and create a ranking  system.  The
Company  intends  to  use  its  own  machines,   as  well  as  making  affiliate
arrangements to allow its GPC members to play other machines.

         In order to attract  members and provide  them with  compelling  gaming
opportunities,  Gamecasters intends to provide gaming  tournaments,  both online
and offline. Gamecasters has a number of strategic assets that it will employ in
order to set up and grow a network of tournament  machines.  It intends to offer
potential partners the use of its proprietary  CyberTrak Management  Information
software as a means of attracting  locations to participate and to include these
locations in the Gamecasters  Tournament Network. Each revenue source reinforces
the  primary  goal of  building  membership  in GPC while  providing a number of
benefits to industry operators as well as to GPC members.  The operators will be
offered,  on a shared revenue basis,  gaming  equipment,  a management  software
application  (CyberTrak)  that will  potentially  reduce  expenses  and increase
revenues,  a  tournament  network  capability  and  referrals  of GPC members to
partner facilities.

         Gamecasters Online

         The Company intends to launch its registered website,  gamecasters.com,
in the first half of 2002,  so that its members will have a place to check their
tournament  standings  and also to provide  members with a portal to online play
opportunities.  Gamecasters  intends to become  affiliated  with the best online
play  sites and  refer  its  members  to these  sites.  In doing so, it hopes to
generate  referral fees from affiliated sites without the requirement to develop
its own  online  games.  Referral  fees are  generally  15% of the amount of the
transaction.

         Gamecasters.com  is intended to become a comprehensive  online database
of  entertainment  software for  consumers  and  gamerplayers.  The site will be
designed to have numerous features such as data on thousands of games, technical
information,  demos,  and strategic  links. It intends to feature all the normal
elements of a product  listing along with a Gamecasters  rating  representing  a
consensus of opinion of its members,  thus  providing  the consumer  with a much
stronger directional indication of the product's rating.

         The  target  market  for the  site  will be 15 to 35 year  old male and
female  gamerplayers  who would tend to play online  games,  console based games
such as Sony,  Sega and  Nintendo,  as well as enjoying  playing at a land-based
entertainment  center.  The content for the site will feature stories,  news and
information of interest to gamers and will also provide  coupons,  discounts and
other incentives from affiliated locations to GPC members.

                                       -7-

<PAGE>

Transaction Referral Fees

         Each time a GPC member  conducts a transaction  with a machine owned by
the Company or an affiliate,  the member will accumulate frequent player points.
If the transaction occurs at an affiliate site, the Company will earn a referral
fee on the  transaction.  These  referral  fees will  occur  both  online,  from
affiliate  websites,  and onsite at physical  locations.  In order for  physical
sites to become Gamecasters affiliates, they will require a card reader for each
machine,  capable of reading the member  information from the Gamecasters Member
Card and transmitting this information to the Company.  The Company expects that
it will be  required  to fund  and  install  this  equipment  in most  affiliate
locations along with the CyberTrak  software in order to accurately  account for
game play and referral fee income.  Since GPC members will normally already have
game play credit  balances on their card, the Company will pay the affiliate for
the games played at the  affiliate  facility,  less the agreed upon  transaction
referral  fee.  The Company also plans to install  third party cash  machines in
each affiliate location that will enable members to credit their cards and allow
new members to be issued cards.

Potential Market

         The interactive  entertainment industry which includes arcades,  gaming
consoles and  software,  is an  estimated to be an $18 billion  industry and has
been growing at about a 25% annual rate. (Source: Activision, Inc. Annual Report
and International  Development Group). Initially the Company will concentrate on
the coin operated  ("coin-op") portion of the market where it intends to install
and/or convert machines to card operated,  network enabled,  tournament  enabled
machines.  The  Company's  primary  area  of  interest  and  growth  will  be in
specialized arcade games such as tournament enabled games.

Distribution Channels

         The traditional distribution network in the coin-op industry depends on
a network  of  distributors  and  operators  who act as  middlemen  between  the
manufacturer  and the  locations  in  which  the  equipment  will  operate.  The
distributors represent various manufacturers in a specific territory, purchasing
equipment, supplies and spare parts from the manufacturers and providing support
to the  operators or locations  that they sell to.  Operators  buy the equipment
from  distributors  and "place" the equipment in various  locations on a revenue
sharing basis with the location owners. In some cases the locations purchase the
equipment directly from the distributors, thereby eliminating the operators. The
benefits of the locations using an operator are principally  financial since the
location owners are not required to invest any of their cash in the machines and
can have  machines  rotated  on a  regular  basis  in  order to keep the  gaming
experience  relatively fresh for their customers.  The distribution  chain is as
follows: Manufacturer ---> Distributor ---> Operator ---> Location.

         Manufacturers

         The coin operated  amusement  device industry is dominated by a handful
of large manufacturers who are continually introducing new games. The largest of
these are: Midway, Merit Industries, Namco, Intelligent Technologies and Sega.

         Although  the Company  does not intend to enter into the  manufacturing
portion of the business, it does intend to make its GPC card compatible with the
standard   reader  devices  of  the  major   interactive   amusement   equipment
manufacturers.  This will  allow  members to play on a variety  of  machines  in
various geographical  locations,  thereby increasing the utility of the card and
benefits  to  membership.  Making  cards  compatible  involves  the  process  of
producing one card that  contains the codes for the most popular  manufacturers,
which includes magnetic strips and bar codes.  Management  anticipates that this
task will be contracted to a third party.

         Distributors

         Distributors  operate in specific  geographic  areas and buy  equipment
from   manufacturers   that  they  resell  to  operators  and  locations.   Many
distributors also carry out the role of operators.

         Operators

         Operators are companies who install and service games  including  video
games,  pinball machines,  pool tables and cranes at "street"  locations such as
hotels, taverns and restaurants. They may also run

                                       -8-

<PAGE>

equipment on their own premises,  "arcades" or "family fun  centers".  Operators
employ route service and the  deployment of  technicians  who install and repair
equipment.  Typically,  operators are a vending  company that sells  services as
opposed  to  products.  The  majority  of  operators  are  local,  closely  held
companies,  and  generate the greater part of total  vending  sales.  Management
estimates that there are  approximately  10,800  vending  operations in the U.S.
today,  servicing  approximately  1.2 Million  locations with  approximately 68%
involved in some coin-operated amusement (Source: Vending Times).

         Family Entertainment Centers ("FEC"'s)

         FECs include location based  entertainment  centers( "LBE"'s),  arcades
and  street   locations.   Based  upon   information   provided  by  IAFEC,  the
International  Association of Family  Entertainment  Centers,  there are between
10,000 and 12,000 FEC's worldwide, of which 2,700 are in North America. In North
America,   there  are   approximately   571,000  games  at  locations  with  new
installations  approaching 77,000 per year. In addition, there are approximately
12,000 video arcades which provide gaming  machines.  FEC's and LBE's are larger
locations,  usually  encompassing a restaurant and other amenities.  Over 50% of
them have in house  computer  systems,  access to the  Internet and card readers
systems  in order to  capture  player  information.  Arcades  tend to be smaller
locations with no  computerization  or Internet  access and operate on a coin or
token system.

         Owners of FEC's,  LBE's and arcades tend to be local  operators.  There
are  fewer  than 30  multi-  location  operators  worldwide  (Source:  Amusement
Business Magazine).  Management believes that this provides  Gamecasters with an
opportunity to set up a network with these local  operations  through use of its
CyberTrak system as well as providing equipment and technical  expertise.  These
form the prime target  locations for the Gamecasters  Tournament  Network and as
potential partner locations where GPC members can visit for game play.

         The greatest  population  of machines are located at street  locations.
These are  typically  bars,  restaurants,  hotels,  airports,  and other  public
places. In 1999 there were  approximately  510,000 video game machines installed
in over  200,000  locations  (Source:  Vending  Times).  In order to network the
machines at these  locations,  a simple phone line  connection is used to upload
game scores and play information on a daily basis.

         The   Company's   objective   is   to   seek   out   and   enter   into
affiliate/partnership  arrangements  with  locations,  installing  CyberTrak and
providing GPC members with  opportunities  for both tournament and regular play.
There  can  be  no   assurance   that  the  Company   will  be  able  to  locate
affiliate/partnerships,  or that will be able to secure the necessary funding to
complete such arrangements.



CyberTrak

         CyberTrak is a management and marketing  software program that provides
managers  with a tool for  managing  an  entertainment  facility  that  contains
amusement devices. The software is modular and includes: ticketing,  scheduling,
cash control, game control,  inventory control, time clock, employee scheduling,
employee management, membership management, standard and custom reporting, laser
tag game scheduling,  remote center management  (Internet enabled reporting) and
automatic email reporting.  It is an integrated program that enables management,
whether on site or  remotely  to monitor  and  receive  hourly,  daily,  weekly,
monthly or annual  reports on all  critical  systems  and  provides  alerts when
problems  arise.  The software also monitors  every machine and provides  alerts
when a machine malfunctions.

         The Company does not intend to sell the software but instead intends to
license it as a marketing and revenue generation tool,  installing it in partner
locations  for a share  of  increased  facility  revenue  and  savings.  Partner
locations will be required to move to a fully  networked  environment  that will
enable the software to monitor and report on the total operation.

Acquisition Strategy

         Management  believes the coin-op video gaming business is going through
a period of consolidation  after experiencing  negative growth over the past few

                                       -9-

<PAGE>


years, except for games that provide redemptions and tournaments. This belief is
based on  information  contained in the Vending  Times  Census of the  Industry,
issue 2000, an annual  statistical  survey of the industry.  The  expectation of
winning  either  prizes or cash  continues  to be a  significant  motivator  for
players. Gamecasters seeks to acquire "operator routes" as a means of increasing
its reach,  providing members with play opportunities and generating significant
cash flow. It intends to install  tournament  enabled  machines in the locations
which are on these routes,  thereby  enabling the Company to sign up members and
generate  tournament  fees. It further  intends to acquire other  undervalued or
distressed companies in the industry with a view to integrating their operations
into Gamecasters to build increased value and provide for membership  growth. In
addition,  Gamecasters intends to acquire companies in the industry whose owners
are seeking  succession  arrangements.  It is a key  element of the  acquisition
strategy  that the acquired  companies  contribute  to  membership  building and
either be immediately cash flow positive or achieve this in the short term.

Marketing Strategies

         In order to  attract  members  to the GPC and enter  into  partnerships
facilities, the Company intends to carry out a structured marketing program both
offline and online.  Under this plan, the Company  intends to seek out and enter
into joint  ventures with game and  peripheral  device  distributors.  It is the
Company's  intention to leverage  these  relationships  in order to make the GPC
concept known to the target market.  Distributors may benefit from the increased
business  generated  through the  partnerships  established.  In  addition,  the
Company  plans to attend  trade shows and make direct  contact with the location
owners in order to generate  interest  in a  partnership  arrangement.  Industry
associations   are  expected  to  provide  the  Company  with  appropriate  lead
generation.

         To date, the Company has entered into  preliminary  discussions  (under
terms  of  a  non-disclosure  agreement)  with  one  game  distributor  and  one
peripheral  device  manufacturer  /distributor  with a goal of  entering  into a
partnership  arrangement  whereby  these firms would market the GPC concept into
the locations they deal with. The  discussions are at an early stage and are not
expected to result in a firm arrangement until at least fiscal year 2002.

         The Company  also plans to enter into an online  marketing  campaign in
order to drive  traffic to the  Gamecasters.com  site once it is  launched.  The
marketing  campaign  is  expected  to  consist  primarily  of  viral  marketing,
search-engine  positioning,  public  relations,  banner  advertising  and  email
marketing.  The  Company  also  intends  to enter  into  reciprocal  advertising
arrangements with partner sites and utilize an affiliate  program.  This program
is at an early stage and is not expected to generate any income  during the 2001
fiscal year.

Competitors

         There  is  significant  competition  in the  interactive  entertainment
industry,  particularly at the manufacturing and distribution  levels.  Although
the Company does not intend to compete in these  areas,  it may  encounter  both
manufacturers   and   distributors  in  areas  where  it  intends  to  introduce
tournaments. In the process of installing a tournament network, it may encounter
the following potential competitors:

         *        Midway  Games Inc.  (NYS:MWY)  is a  designer,  publisher  and
                  marketer of interactive  entertainment software played in both
                  the  coin-op  and home video game  markets.  Midway has stated
                  that it intends to introduce a coin-op  interactive video game
                  playing  network  technology,  allowing  players  to play in a
                  tournament format to compete for prizes.

         *        Merit  Industries is the leader in coin-op  touchscreen  games
                  and  has  stated  that  it  will  be   introducing  an  online
                  tournament system in the future.

         *        UWink.com is a relatively  new private  company that offers an
                  upgrade  kit  for  sale to  operators  that,  when  installed,
                  enables used machines to be used in tournaments.

         *        Namco is the  largest  owner/operator  of games and  amusement
                  locations  in the  United  States,  operating  over  350  mall
                  arcades  and 400  other  locations.  Namco  owns and  operates
                  nearly 30,000  games,  many of which are provided by its games

                                      -10-

<PAGE>

                  manufacturing division, although they purchase from many other
                  manufacturers. Namco sponsors contests and tournaments.

         *        Intelligent  Technologies is the coin-op  industry's leader in
                  online  connectivity  through their  International  Tournament
                  System's   Golden   Tee   Fore!    Tournaments.    Intelligent
                  Technologies  is also branching out from golf games to hunting
                  and other games which lend themselves to tournament play

         It is the Company's  intention to avoid direct competition with larger,
more  established  companies  and  instead to form  alliances  in order to bring
players to the machines and networks in exchange for a transaction fee.

         At present,  it is management's  belief that no company in the industry
has focused its attention or its programs  solely on the customer.  The industry
has tended to focus on equipment and  placements at specific  locations,  rather
than  the  customers.  In a  coin-operated  environment,  the  ability  to track
customer play or  preferences  in order to customize  offerings to that customer
has been  limited.  It  management's  belief  that if the  Company  can  provide
locations  and  operators  with  customers,  they will be  willing  to share the
revenue.  The Company's  intention is to build a membership  base of players who
can then play without  regard to the specific  location.  This will  potentially
enable the Company to deliver a large group of players to partner  locations and
still track their individual preferences.

Employees

         As of  the  date  hereof,  the  Company  has  two  full-time  employees
functioning  in  administrative  positions and two senior  management  positions
operating on the basis of consulting agreements.  It also uses other consultants
and  advisors  to provide a variety of  professional  and  advisory  services to
management  on an  as-needed  basis.  The Company has entered  into a consulting
agreement with its former Chief Operating Officer to supply advisory services to
management  in  regulatory  matters.  It has  also  entered  into  a  consulting
agreement with 888258  Ontario Ltd. for the management and advisory  services of
Eric  Hutchingame  and with  Willabeth  Capital for the services of Mr.  William
Baker.  Management  intends to hire additional  qualified  employees as business
conditions  warrant and as funds are available.  The Company's primary operating
facility ,  Cyberdome,  employs  approximately  twenty-  five full and part time
employees in its operations.

         Prior to the sale of E-Casinos  and  acquisition  of  Gamecasters,  the
Company  had four  full-time  employees  functioning  in senior  management  and
marketing  positions.  The Company  primarily used  consultants  and advisors to
provide other,  mostly "part-time"  services,  required for its operations.  The
Company  entered into a  consulting  agreement  with its former Chief  Operating
Officer to supply  guidance  and  advisory  services  to  management  in matters
related to the on-line gaming industry.

         The Company entered into a certain licensing  agreement with SSII as an
initial means of developing its service offerings and, accordingly,  relies upon
the work performed by its licensing partner. See "Item 1 Description of Business
- Business  Development".  As the  Company's  new  business  becomes  more fully
developed,  it is anticipated  that the Company will hire  additional  qualified
personnel  consistent  with  workload  requirements  and as business  conditions
warrant.

Trademarks

         The  Company has  received  notice  from The United  States  Patent and
Trademark Office of its approval of "E-CASINOS" as a registered  trademark.  The
certificate  of  registration  (Service Mark Reg. No.  2,018,862)  was issued on
October 28,  1997 by the U.S.  Patent and  Trademark  Office.  The  registration
covers  entertainment  services,  namely  providing  on-line casino style gaming
services accessed via a computer network.  This registration will be canceled by
the Commissioner of Patents and Trademarks after six years unless,  prior to the
end of the sixth year following the date of registration, the Company files with
the U.S.  Patent and Trademark  Office an application  for renewal.  The Company
full intends to maintain its registration and to defend vigorously its trademark
in the on-line  gaming  industry.  The Company no longer  intends to be directly
involved in the on-line gaming industry and therefore  intends to either license
or sell this trademark as soon as practical.

                                      -11-

<PAGE>

Research and Development

         The Company has relied upon the developers of the technology,  which it
has acquired or licensed to carry out the research  and  development  related to
the particular  technologies.  Thus,  during the most recent three fiscal years,
the  Company  did not  expend  any  material  funds  directly  on  research  and
development  related to the Company's entry into the Internet gaming business or
its interactive gaming (non gambling) business.

         The  Company  has relied on  consulting  agreements  with (i) Silk Road
Communications,  Inc.,  represented  by Victor Jung,  the Company's  former Vice
President of Technology,  and (ii) Mr. Arthur  Rosenberg,  a former officer,  to
monitor  and review its  licensed  technology,  as well as keeping  the  Company
appraised  of new  industry  developments  in the  Internet  and on-line  gaming
business.  Mr. Jung's agreement was terminated in the first quarter of 2001. The
Company has also entered into additional  consulting  agreements  related to its
acquisition of Gamecasters.  See Item 6 - Consulting Agreements.  As of the date
hereof, management has made no estimates as to the extent of any future research
and development expenditures.

         The Company has an  understanding  with Tim McRae,  chief architect and
developer of the CyberTrak Software,  to provide on-ongoing  development efforts
on CyberTrak and to also provide  guidance on technology  matters related to the
Company's business development.

         Management  anticipates  that in the  future  it may  expend  funds for
ongoing  research and development of new products and to enhance  existing ones.
As of the date hereof,  management has made no estimates as to the extent of any
future research and development expenditures.

WinJunction

         In late 1999, Eric  Hutchingame,  through 888258 Ontario Ltd.  ("888"),
approached  the  Company  to pursue a variety  of  business  opportunities.  The
Company entered into a  non-disclosure  agreement with Mr.  Hutchingame so as to
protect the intellectual property rights to his business concepts,  one of which
was an online gambling portal named WinJunction.  Concurrently, the Company also
began  discussions to pursue to the acquisition of a related company,  Cyberdome
Entertainment Inc. ("CEI"). CEI planned to pursue this gaming portal concept and
began  negotiations with Aptech Limited of India to initiate  development of the
web site.  In  consideration  of the planned  acquisition  of CEI, it was deemed
preferable for the Company to directly enter into a memorandum of  understanding
with  Aptech  Limited  for the  development  of the  WinJunction  web site.  The
Company's  status as a public  company  also made the  partial  arrangement  for
"stock in lieu of cash" more viable to Aptech.

         Ultimately,  the parties  decided that the  WinJunction  business model
proffered  by Mr.  Hutchingame  merited  its own  company  and 888  incorporated
WinJunction as a private Nevada corporation, wholly owned by 888. To date, there
have been no material financial  transactions for WinJunction.  In consideration
of the cash and stock put forth by the Company  approximating  $101,000 pursuant
to the  arrangement  with  Aptech,  the Company  would be entitled to 60% of the
common stock of WinJunction  once the web site  development  was accepted by the
parties.  Should the parties not accept the development web site, it is unlikely
that the 60% acquisition  would occur and the Company would retain the rights to
the development effort.

         Delays in completing the  WinJunction  project have resulted  primarily
from the late  delivery  of the test  site by  Aptech  Worldwide,  Inc.  and the
extensive  testing  program  that was  necessary  to  ensure  the site  operated
according to the detailed  specifications.  In addition,  the  complexity of the
development  has  required  additional  manpower  testing  beyond  the  original
expectations of management.  Also, in the course of the acceptance testing,  the
Company's principal project consultant left the employ of the Company and had to
be  replaced.  There was a further  delay in finding  and bring the  replacement
up-to- speed with the prior  development  process.  The Company has  experienced
some delays in communicating  and discussing  program fixes and developments due
to the long distance issues arising between a cooperative development in various
parts of the world.  Financing  constraints  have also  contributed to delays in
that staffing of additional  support  personnel have been deferred.  The Company
estimates  that the web site is  approximately  95%  complete  with  respect  to
initial  introduction  and  continues  to work with  Aptech  to  deliver a final
product.

         The market for online  communities has changed  dramatically  since the
Company's  initial  press release  regarding  the project on May 25, 2000.  With

                                      -12-

<PAGE>

online  advertising  revenues  declining,  it is unlikely that the Company would
create and launch the anticipated  number of sites and the $1 million figure may
no longer be  realistic.  The  agreement  with Aptech is on a project by project
basis and  therefore the Company has no  requirement  to create and launch sites
until and unless they are economically  viable. The next site contemplated under
the arrangement would be the Gamecasters.com site which is planned for mid 2002.
It is expected that Aptech would  provide  technical  programming  for the site,
assuming that their cost was competitive,  as part of a cooperative  development
with the Company.

         On December 11, 2000, pursuant to a  marketing/research  agreement with
Wiremix Media, Inc., a Vancouver,  BC, based company, the Company authorized the
conversion  of $10,250 in  equivalent  services into 67,034 shares of authorized
but unissued common shares of the Company's stock. The Company has completed its
contractual obligations with Wiremix and, pending the launch of WinJunction, has
no definitive  plans to enter into other  arrangements at this time. On March 1,
2001 Wiremix merged with  NextLevel.com  Inc., a full service  Internet  company
offering similar services. The Company continues to maintain a relationship with
Wiremix and may elect to do business in the future at its discretion.

         Online Gambling

         The growth of online  gambling  over the past three  years has been the
result of rapid  growth of the  Internet.  E-gaming  combines  this fast growing
media with the very lucrative  gambling and wagering market.  Internet  wagering
began in 1996 in locations such as Dominican Republic, Antigua and Venezuela.

         E-gaming  encompasses an array of different  gaming  options  including
casinos, bingo, thoroughbred wagering, keno, lotteries and sports betting.

         The target market for the WinJunction website includes serious,  casual
and beginning gamblers who seek information and guidance.  It is often difficult
for a player to determine  where to play  without  doing  substantial  research.
Search engines and directories  provide little information to assist players and
thus there is a market opportunity for sites that cater to this market.

         From the list of over 700 sites that it currently has  catalogued,  the
Company will select up to 50 of the best as affiliates  for  potential  members.
Virtually all e-gaming sites have affiliate  programs that provide the affiliate
with a portion of the amount which the player  "drops" at their site.  Typically
this ranges from 25% to 50% of the drop, depending upon volume.

         Competition

         There  are a  number  of  sites  that  cater to  gamblers  and  provide
information, advice and content. The top eight sites that the Company would view
as competitive are:

         1. Casino.com
         2. Vegascorner.com
         3. Gamblinks.com
         4. VirtualVegas.com
         5. Gambling.com
         6. Gamemasteronline.com
         7. Winneronline.com
         8. RGTOnline.com

         Each of these provides  content,  links and  advertising.  Some of them
encourage visitors to join as members.

         The Growth Plan

         The  Company  plans  to  use a  loyalty  program,  draws,  prizes,  and
giveaways,  as incentives for enrolling.  In addition, a host of member benefits
will be  included  such as  gambling  ombudsman  who will  intervene  to  assist
members,  preferential treatment at associated physical casinos and discounts on
a range of books, tapes and merchandise.


                                      -13-

<PAGE>

         The Site

         The site will contains five main elements:

         1. Information and training
         2. Direction and Guidance
         3. Interaction with Other Members
         4. Opportunities to Win
         5. Entertainment

         The  unique  selling  proposition  for the site will be the  ability of
members to regain a portion of any amounts they spend at affiliated  casinos. To
the  best of  management's  knowledge,  no other  gambling  portal  offers  this
feature.  Details on this  program  will be  provided  when the site is launched
during fiscal 2001.

Risk Factors Relating to the Company's Business

         Because of the nature of the Company's  business,  it  encounters  many
risk  factors . Each of the factors set forth below could  adversely  affect the
business, operating results and financial condition of the Company.



         Failure to Respond to Rapid Technology Change Could Have Adverse Effect
         on the Company's Business Results

         The Company's  business  involves  operations  on the Internet,  a fast
growing  and  rapidly  changing  industry.   Internet   technology,   commercial
applications and on-line users are constantly evolving. If the Company is unable
to respond to rapid  changes  involving  the  Internet and its  technology,  the
Company's business could be adversely affected.

         Potential  Technology  Failures  Could Cause System  Interruptions  and
         Force the Company's Websites to Shut Down

         The  Company's  Internet  business is  dependent on the  efficient  and
uninterrupted  operation of its computer and communication hardware and software
systems.   System   interruptions  that  cause  the  Company's  websites  to  be
unavailable or that reduce the ability to process  transactions could materially
and negatively  affect the Company's  business,  operating results and financial
conditions.  Interruptions  could result from natural disasters as well as power
loss,  telecommunications  failure and similar events.  Although the Company has
experienced occasional short-term  interruptions,  it has not developed a formal
disaster recovery plan in the event of a prolonged interruption.

         Company May Find It Difficult to Locate and Finalize  Acquisitions That
         Will be Profitable and Advantageous for the Company

         The Company's stated acquisition  strategy is to acquire undervalued or
distressed  companies  in the  interactive  amusement  industry  with a view  to
integrating  their operations into  Gamecasters.  There can be no assurance that
the  Company  will be able to locate and  acquire  any  businesses  that will be
compatible to  Gamecasters'  operations and ultimately  prove  profitable to the
Company.  The Company may also encounter  difficulty if finding adequate funding
on favorable terms to make future  acquisitions of distressed  companies and, if
such  acquisitions  can be  finalized,  the  Company  may  not be  able  to make
profitable a business that may have a history of distress and losses.

         Changing Technology and Customer  Preferences May Make it Difficult for
         the  Company to  Maintain a  Profitable  Operation  of Its  Gamecasters
         Subsidiary

         Gamecasters  is involved in the  interactive  amusement  industry which
includes  operating a variety of virtual  reality  simulators  and video  gaming
equipment.  These products are subject to rapid  technological  change and it is
important  that  the  Company  is able to  maintain  state-of-the-art  equipment
incorporating the latest hardware and software technology.  Failure to keep pace

                                      -14-

<PAGE>

with its  competition  could  result in a loss of business  and severe  economic
losses.  Also,  Gamecasters'  primary  customers are typically  young and/or are
students.  Accordingly, the Company must continue to provide games and equipment
that are  appealing  to these  groups,  and a failure to do so could result in a
severe negative effect on the Company's business.

         Competition Could Negatively Effect the Company's Business

         The  Company's  engages in a highly  competitive  and rapidly  changing
business.  The Company faces such  competition  on a regional and  international
basis in those  jurisdictions in which it operates.  Additional  competitors may
also enter the market and competition may intensify.  Some of these  competitors
have substantially greater financial resources than the Company.  These entities
generally may be able to accept more risk than the Company prudently can manage,
including risks with respect to the  creditworthiness  of customers and evolving
technology.

         Short Operating  History Could Lead to a Lack of Profitability and Lack
         of Business Growth

         The  Company  has a  short  operating  history  and is  deemed  to be a
development  stage company in the early phases of operation.  Its  likelihood of
success must be  considered  in light of the many  unforeseen  costs,  expenses,
problems, difficulties and delays frequently associated with new ventures. Also,
there is no assurance that the Company's business ventures will be successful or
that it will be able to attract and retain  sufficient  customers and clients to
attain its goals.  The Company  anticipates  that its  operating  expenses  will
increase  substantially as its business expands and there will be a greater need
to generate significantly more revenues to achieve profitability.  There is also
the possibility that the Company will have to secure future funding, either debt
or equity,  in order to finance its  activities.  There can be no assurance that
any such  funding will be available to the Company or, that if it is, it will be
available on terms favorable to the Company.

         Concentration  of Share  Ownership  Gives  Control of the  Company to a
         Small Group

         The  Company's  directors,   executive  officers  and  other  principal
shareholders own approximately  70.8% of the Company's  outstanding common stock
as of  September  30,  2001.  As a result,  these  persons  possess  significant
influence over the Company on matters including the election of directors.  This
concentration  of share  ownership may: (i) delay or prevent a change in control
of the Company; (ii) impede a merger, consolidation, takeover, or other business
involving the Company;  or (iii)  discourage a potential  acquirer from making a
tender offer or otherwise attempting to obtain control of the Company.

         Difficulties  in Future Funding Could Hinder Growth and  Development of
         the Company's Business

         In the past,  the  Company has  financed  much of its  operations  from
borrowing  and from the sale of its  securities.  Since  1994,  the  Company has
issued  37,569,361  shares of common stock upon the  conversion  of  debentures,
settlement  of  debt,  and  exercise  of  warrants  issued  in  connection  with
debentures and  settlement of debt.  Additionally,  the Company has  outstanding
stock purchase  warrants to acquire an additional  14,376,334 shares in exchange
for various  services  and  consulting  activities.  It is  unlikely  that these
funding sources will be sufficient to satisfy the Company's  future,  increasing
financing demands.  Accordingly, the Company may have to seek additional funding
from other outside sources.  There can be no assurance that outside funding will
be  available  to the  Company  at the time and in the  amount  to  satisfy  the
Company's needs, or, that if such funds are available, they will be available on
terms  favorable  to the Company.  If the Company  issues  additional  shares of
common stock,  current  shareholders  may experience  immediate and  substantial
dilution in their ownership of Company  shares.  In the event the Company issues
securities or instruments  other than common stock,  it may be required to issue
such instruments with greater rights than that currently possessed by holders of
the Company's common stock.

         Continuing  Losses Creates  Concern Whether the Company Will Be Able to
         Continue as a Going Concern

         The Company has incurred  operating  losses since its inception and has
not  established a source of revenues  sufficient to cover its operating  costs.

                                      -15-

<PAGE>

For the years ended  December 31, 2000 and 1999,  the Company had net  operating
losses of $997,424 and $1,103,123,  respectively.  The Company's  management and
independent  auditors  have  included a footnote in the  Company's  consolidated
financial  statements  for the periods ended  December 31, 2000 and 1999 stating
that because of the Company's  continued losses and need for additional funding,
there is  substantial  doubt as to whether the  Company can  continue as a going
concern. See Note 5 to the consolidated financial statements.

         Limited  Public  Market  for the  Common  Stock  May  Create  a Lack of
         Liquidity for Shareholders

         The Company's  stock is traded on the "pink sheets" and its  securities
are quoted and traded by  broker-dealers.  This may severely limit the liquidity
of the trading market in the Company's  shares and have an adverse effect on the
price of the  shares.  Accordingly,  there  can be no  assurance  that an active
trading market in the Company's shares will be sustained.






Item 2.  Properties

         The Company occupies  approximately  2,750 square feet of leased office
space located at 1055 West 14th Street,  North  Vancouver,  BC. These facilities
are leased from Pulverizer Systems, Inc., a subsidiary of Tessier.

         The Company has  established  Venture Tech  Holdings  (Canada)  Inc., a
British Columbia Corporation, as a wholly owned subsidiary to provide management
services  to its  subsidiaries.  The  Company  intends to  maintain a  corporate
liaison office in Northern Virginia,  primarily to serve investors in the United
States and to provide information about the Company upon request.

         Two of the Company's directors,  Kenneth Fitzpatrick and Craig Bampton,
primarily  used their own  independent  office  space  located in their homes in
Santa Barbara,  California and Winnepeg,  Canada,  respectively,  to conduct the
business of the Company. The Company reimburses Messrs.  Fitzpatrick and Bampton
for "out-of-pocket"  expenses related to the Company's business. On December 31,
2000, Mr. Bampton resigned as a director.  The Company believes that its current
facilities,  including the home office of Mr. Fitzpatrick,  are adequate for its
current  needs and  anticipates  securing  additional  office  space as business
conditions warrant.

Item 3.  Legal Proceedings

         There are presently no material pending legal  proceedings to which the
Company or any of its subsidiaries is a party or to which any of its property is
subject and, to the best of its knowledge,  no such actions  against the Company
are contemplated or threatened.  In 1998, the Company took a reserve of $100,000
on its books against any possible  litigation  arising out of the termination of
its  licensing  agreement  with Casino World  Holdings  (CWH).  Based on a legal
opinion,  the Company  reasonably  believes  that it would be  successful in any
litigation  brought  by CWH and that any  claims  that may be brought by CWH are
without  merit.  The Company may elect to litigate  against CWH in the future to
recover its prior  investment,  but has no immediate plans to do so. Based on
further  guidance from its legal counsel,  the Company  elected to eliminate the
reserve effective in the first quarter of 2001.

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

         No matters were submitted to a vote of the Company's securities holders
during the fourth quarter of the Company's fiscal year ended December 31, 2000.

                                     PART II

Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters


         The Company's Common Stock is traded and quotations are provided on the
"pink sheets" under the symbol "VQGI".

                                      -16-

<PAGE>


         The following table sets forth, for the periods  indicated the range of
quarterly high and low bid prices of the Company's common stock as obtained from
the AOL  Financial  Services  for the past two fiscal  years.  Price  quotations
issued by  broker-dealers  reflect  inter-dealer  prices,  without retail market
mark-up, mark-down or commission and may not represent actual transactions.

                                                      High             Low
                  1999
                          First Quarter              $ 1.02           $  .34
                          Second Quarter             $  .99           $  .47
                          Third Quarter              $  .74           $  .21
                          Fourth Quarter             $  .31           $  .16

                  2000
                          First Quarter              $  .98           $  .16
                          Second Quarter             $  .58           $  .16
                          Third Quarter              $  .20           $  .12
                          Fourth Quarter             $  .16           $  .05

                  2001
                          First Quarter              $  .07           $  .05
                          Second Quarter             $  .07           $  .04
                          Third Quarter              $  .06           $  .04

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

         The ability of an  individual  shareholder  to trade their  shares in a
particular  state may be subject to various rules and regulations of that state.
A number of states  require that an issuer's  securities  be registered in their
state or  appropriately  exempted from  registration  before the  securities are
permitted  to  trade  in that  state.  Presently,  the  Company  has no plans to
register  its  securities  in any  particular  state.  Further,  most likely the
Company's  shares will be subject to the  provisions  of Section  15(g) and Rule
15g-9 of the Securities  Exchange Act of 1934, as amended (the "Exchange  Act"),
commonly referred to as the "penny stock" rule. Section 15(g) sets forth certain
requirements for transactions in penny stocks and Rule 15g-9(d)(1)  incorporates
the definition of penny stock as that used in Rule 3a51-1 of the Exchange Act.

         The Commission  generally defines penny stock to be any equity security
that  has a  market  price  less  than  $5.00  per  share,  subject  to  certain
exceptions.  Rule 3a51-1 provides that any equity security is considered to be a
penny  stock  unless  that  security  is:  registered  and  traded on a national
securities exchange meeting specified criteria set by the Commission; authorized
for  quotation on The NASDAQ  Stock  Market;  issued by a registered  investment
company;  excluded from the definition on the basis of price (at least $5.00 per
share) or the issuer's net tangible  assets;  or exempted from the definition by
the Commission.  If the Company's shares are deemed to be a penny stock, trading
in the shares  will be subject to  additional  sales  practice  requirements  on
broker-dealers who sell penny stocks to persons other than established customers
and accredited investors,  generally persons with assets in excess of $1,000,000
or annual income exceeding $200,000, or $300,000 together with their spouse.

         For  transactions  covered by these rules,  broker-dealers  must make a
special  suitability  determination for the purchase of such securities and must
have received the purchaser's  written  consent to the transaction  prior to the
purchase.  Additionally,  for any  transaction  involving a penny stock,  unless
exempt,  the rules require the delivery,  prior to the first  transaction,  of a
risk  disclosure  document  relating to the penny stock market.  A broker-dealer
also must disclose the  commissions  payable to both the  broker-dealer  and the
registered representative,  and current quotations for the securities.  Finally,
monthly  statements  must be sent  disclosing  recent price  information for the
penny stocks held in the account and  information on the limited market in penny
stocks. Consequently,  these rules may restrict the ability of broker-dealers to
trade and/or maintain a market in the Company's  common stock and may affect the
ability of shareholders to sell their shares.

         As of  December  31,  2000,  the  Company  had issued  and  outstanding
44,569,515  shares of common stock and there were  approximately  212 holders of

                                      -17-

<PAGE>


record,  which  figure  does not take  into  account  those  shareholders  whose
certificates  are  held in the name of  broker-dealers  or  other  nominees.  At
September 30, 2001,  there were  65,801,194  shares issued and  outstanding  and
approximately 255 shareholders.

Dividend Policy

         The  Company  has  not   declared  or  paid  cash   dividends  or  made
distributions  in the past, and the Company does not anticipate that it will pay
cash dividends or make  distributions  in the  foreseeable  future.  The Company
currently   intends  to  retain  and  invest  future  earnings  to  finance  its
operations.




Recent Sales of Unregistered Securities in Fiscal 2000

         On  January  3,  2000,  the  directors  of  the  Company  authorized  a
convertible  debenture for up to $500,000 to VanAus Investments Ltd.  ("VanAus")
with  respect to  prospective  funds to be  advanced to the Company in the first
quarter  of 2000.  On April 3,  2000,  the  Company  issued an  interest-bearing
debenture for $ 324,488 to VanAus, not including accrued interest of $6,752.. On
December 1, 2000,  the Company  authorized a replacement  debenture for $500,000
that rescinded the prior debenture,  rolled- over previously  advanced funds and
accrued  interest and provided for the remaining  balance to be forwarded to the
Company within 45 days. At December 1, 2000 the total  principal and interest on
the debenture  totaled $401,098 and VanAus effected full conversion on that day.
The  conversion  strike  price was also  adjusted to reflect  the closing  price
($0.06) of the  Company's  common  stock on the date of  issuance.  $25,000  was
further  advanced by VanAus and  immediately  converted on December 4, 2000.  In
addition,  $83,000  was  advanced  to the  Company on January 8, 2001,  of which
$73,901 counted to toward the $5000,000  debenture  limit.  That amount was also
converted on January 8, 2001. The total amount of shares converted  against this
debenture was 7,101,654 in year 2000 and 1,231,679 in year 2001.

         On December 11, 2000, the Company  authorized the conversion of $10,250
in equivalent  services into 67,034  shares of  authorized  but unissued  common
shares of the Company's stock.  The shares were issued at an average  conversion
price of $0.153 pursuant to a  marketing/research  agreement with Wiremix Media,
Inc., a Vancouver, BC, based company.

         On December 28, 2000, the Company  authorized the conversion of $50,750
in equivalent  services into 386,662  shares of authorized  but unissued  common
shares of the  Company's  common  stock.  The shares  were  issued at an average
conversion  price of $ 0.131  pursuant to a  Memorandum  of  Understanding  with
Aptech Worldwide,  Inc., an Indian company, for software development support and
expertise.

         In September 1999, the Company  authorized a convertible  debenture for
up to $1,000,000 to repay funds  advanced to the Company by third parties during
the calendar year. This debenture  superceded a previous debenture  initiated by
the  Company  in  January  1999  and  $379,458  of  previously   advanced  funds
rolled-over into the superceding debenture. The terms of the resulting debenture
included a 10% per annum  interest  rate,  provides  for a  two-year  conversion
period in which the debenture  holder may convert advanced funds into authorized
but unissued  shares of the  Company's  common  stock at a  conversion  price of
twenty cents ($0.20) per share.  Each such converted share includes the right to
purchase an  additional  share of  authorized  but unissued  common stock at the
twenty  cents  ($0.20)  conversion  price for a  five-year  period  from date of
original conversion.  The market price of the Company's common stock at the time
the convertible debenture was issued was $0.24 per share.

         As of December  31,  1999,  the Company had  received an  aggregate  of
$1,084,064  for the  issuance of the  convertible  debentures  and exercise of a
portion  of the  underlying  warrants.  The funds  have  been  used for  general
operating expenses. A total of 5,400,320 shares of common stock have been issued
pursuant to the  debentures  and warrants to Frankie Fu,  Cybertech  Investments
Ltd. and Venture Investment Group, Inc. This represents the $1,000,000 debenture
being  converted into 5,000,000  shares of common stock and 5,000,000  warrants,
and 400,320  warrants being  converted into 400,320 shares of common stock.  The
remaining 4,599,680 warrants are held by Enterprise Capital.


                                      -18-

<PAGE>

         In August  1999,  the Company  granted  360,000  warrants to William B.
Baker,  Vice  President  and newly  appointed  Chief  Financial  Officer  of the
Company, with an exercise price of $0.28 per share as an employment  inducement.
The warrants  become  exercisable  over a two-year  period with 45,000  warrants
vesting at the end of each quarter over the two-year  period,  provided that the
Mr. Baker continues his employment with the Company.  At the time of issuance of
the  warrants,  the market  price of the  Company's  common  stock was $0.28 per
share.

         In June 1999, the Company granted an aggregate of 595,000 warrants to a
group of 15 persons that had provided  various  services and  performed  certain
consulting activities for the Company,  including directors and officers. Of the
595,000  warrants,  545,000 "A" warrants are  exercisable  at forty- seven cents
($0.47) per share and 50,000 "B" warrants  are  exercisable  at sixty-one  cents
($0.61 per share). At the time of issuance of the"A" warrants,  the market price
of the Company's  common stock was $0.47 per share,  and at the time of issuance
of the "B Warrants,  the price was $0.61 per share. All warrants expire June 30,
2002.  The  following   directors  and  officers  received   warrants:   Kenneth
Fitzpatrick  (75,000  warrants  exercisable  at $0.47);  Craig  Bampton  (50,000
warrants  exercisable at $0.47); G. Michael Cartmel (50,000 warrants exercisable
at $0.47);  Alyssa Bampton (25,000  warrants  exercisable at $0.47);  and Arthur
Rosenberg  (150,000  warrants  exercisable  at  $0.47).  No  warrants  have been
exercised as of the date hereof.

         In January 1999, the Company granted 825,000  warrants to a group of 11
persons that had provided  various  services and  performed  certain  consulting
activities for the Company,  including directors and officers.  All warrants are
exercisable at a price of forty-four  cents ($0.44) per share and expire January
27,  2002.  At the time of issuance  of the  warrants,  the market  price of the
Company's common stock was $0.44 per share. The following directors and officers
received warrants:  Kenneth Fitzpatrick (50,000 warrants  exercisable at $0.44);
Craig Bampton (50,000 warrants exercisable at $0.44); G. Michael Cartmel (50,000
warrants  exercisable at $0.44);  Alyssa Bampton (25,000 warrants exercisable at
$0.44);  and Victor Jung (100,000  warrants  exercisable at $0.44).  No warrants
have been exercised as of the date hereof.

         In April 1998, the Company authorized a stock conversion  agreement for
up to $500,000 to account  for funds  advanced to the Company by third  parties,
primarily  for general  expenses  and  operating  capital.  A total of 3 persons
received shares under the agreement,  Enterprise Capital,  Barry Worshoufsky and
Texco  Investments  Limited.  The agreement  provided for a one-year  conversion
period  where the holder  may  convert  Company  debt from  advanced  funds into
authorized  but unissued  shares of the  Company's  common stock at a conversion
price of forty-five cents ($0.45) per share.  Each such converted share includes
the right to purchase an  additional  share of  authorized  but unissued  common
stock at the forty-five  cents ($0.45)  conversion  price for a five-year period
from date of original conversion. At the time of the agreement, the market price
of the  Company's  common stock was $0.45 per share.  Prior to  expiration,  the
holders converted the $500,000  debentures into 1,111,111 shares of common stock
and 1,111,111 warrants,  and then exercised 472,680 warrants into 472,680 shares
of common stock at $.45 per share, for an additional $212,706.

         In May and August of 1998,  the Company  issued an  aggregate of 35,000
shares of common  stock to Pacific  International  Securities  upon the  partial
exercise of warrants at the cash exercise price of $0.25 per share.  Also during
1998, the Company  issued an aggregate of 4,700,000  shares of common stock to a
total of four persons,  Regis Investments  Company Limited,  Enterprise Capital,
VanAus Investments Ltd. and Chris Gardner, upon the exercise of certain warrants
at the  exercise  price of $0.03 per  share,  that were a part of the March 1994
Convertible Debenture.

         The above issuances were not registered under the Act. Each issuance of
debentures,   common  stock  or  warrants,  was  made  in  a  private,  isolated
transactions  with either an affiliate of the Company or a person  familiar with
the operations of the Company.  There was no general  solicitation  of potential
purchasers,  rather, securities were offered only to persons known by directors,
employees  or  agents  of the  Company.  The  Company  also  made  available  to
prospective  purchasers  information  about the  business,  including  financial
statements and other information that might be requested.  The issued securities
were deemed "restricted" as defined by the Act and all certificates representing
the issued securities bore appropriate  restrictive  legends.  Accordingly,  the
issuances  were made in  transactions  not involving a public  offering and were
exempt from registration under Section 4(2) of the Act.


                                      -19-

<PAGE>

         Upon  conversion of debentures  into shares and/or shares and warrants,
the Company relied on Section 3(a)(9) of the Act which exempts from registration
exchanges by an issuer with its existing security holders  exclusively.  Holders
making the conversions were privy to the same  information  about the Company as
when they acquired their original securities.  Upon making the conversions,  the
holders were not required to make an additional cash payment or pay a commission
or other  remuneration.  All  securities  issued  upon  conversion  were  deemed
"restricted"   and  certificates   representing   the  issued   securities  bore
restrictive  legends.  Debenture holders converting their debentures into shares
of common stock were  permitted to tack the holding period of the debenture onto
the holding period of the newly acquired common stock.

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

         The  following  information  should  be read in  conjunction  with  the
financial statements and notes thereto appearing elsewhere in this Form 10-KSB.

Overview

         The Company is a development stage company and has incurred losses from
its  inception  through  December  31,  2000.  Since 1995,  the Company has been
engaged in the development,  acquisition and licensing of certain computer based
technology  designed to ultimately  offer a full range of  casino-style  gaming,
entertainment, information and financial transaction services over the worldwide
Internet.

         In March of 1999,  the Company  entered  into a  nonexclusive  software
license agreement with Starnet Systems  International Inc. ("SSII"),  to provide
the Company with a complete  turn-key computer  hardware,  software and customer
support  package for the operation of one or more on-line  casino  websites.  In
July 1999, the Company established a corporation to operate said on-line casinos
under the  authorization  of the  Government  of Antigua and Barbuda.  EuroAsian
E-Casinos  International Ltd. ("E- Casinos International") was incorporated as a
wholly  owned  subsidiary  of  the  Company.  Pursuant  to  this  incorporation,
E-Casinos  International was granted an Offshore Virtual Casino Wagering license
in July of 1999 by the Free Trade & Processing Zone of Antigua.

         In  conjunction  with the  SSII  license  agreement,  the  Company  has
established a website (www.asiacasino.com) to conduct initial gaming operations.
The Asia Casino  website and Sportsbook  became  operational in July of 1999 and
began marketing and accepting wagers from various jurisdictions around the world
(primarily targeted to Asia) with the exception of the United States and Canada.
Revenues are derived primarily from the operation of E-Casinos International.

         Subsequent to the Company's fiscal 2000 year-end, on March 8, 2001, the
Company sold E- Casinos International to Nexus Marketing, Inc. for $350,000 less
accounts  payable and accrued  liabilities  of $160,000.  Under the terms of the
Agreement,  the Company has agreed to receive the  $190,000  balance  based on a
percentage of gross revenues generated by E-Casinos International.  The $190,000
was recorded as a deferred gain on disposition of subsidiary company and revenue
will be recognized in the future as funds are received by the Company.

         Also, subsequent to fiscal 2000 year-end, in February 2001, the Company
purchased  Gamecasters  that is engaged in the business of acquiring  distressed
and undervalued  transaction  based companies in order to develop these business
opportunities to their full potential. The Company's primary area of interest is
transaction  based  businesses that provide a recurring  revenue stream from any
transaction that does not involve physical delivery of goods. Transactions occur
through  the  use  of a wide  variety  of  devices  including,  Internet  access
machines, Internet websites, amusement devices, cash machines and public phones.

         In order to generate  future  transaction  based  revenue,  The Company
intends to become  involved  in a number of  markets,  each of which has its own
unique  characteristics and the potential for large numbers of transactions.  In
the short term, the Company  intends to establish a significant  position in one
of these; the interactive  entertainment  industry.  In order to create a common
marketing theme,  the Company intends to introduce a membership  program for its
customers  in order to  establish  a  permanent  relationship.  The  program  is
intended to allow members to enter into a variety of  transactions  with various
channel partners through the use of a multi-purpose membership card.

                                      -20-

<PAGE>

         In the past,  the  Company  has not  established  a source of  revenues
sufficient to cover its  operating  costs and to allow it to continue as a going
concern.  The  Company  intends to seek  additional  financing  through  private
placements  of its  securities,  although  there  can be no  assurance  that the
Company will be successful in any such funding.  The Company anticipates that it
will begin to realize cash flows from its interactive  entertainment  operations
during fiscal 2001 and that it expects to need from  $1,000,000 to $2,000,000 of
funds for operations and expansion in 2001. However,  unless the Company is able
generate  revenues and/or raise sufficient  capital to finance its operations in
2001,  there is  substantial  doubt  about its  ability to  continue  as a going
concern.

         The Company  anticipates that its cash needs will not exceed $2,000,000
per year for the near future with respect to its corporate growth strategy.

Results of Operations

         Information is presented for the Company's most recent two fiscal years
ended December 31, 2000. Results for fiscal year 2000 have been restated.

Fiscal Year Ended  December 31, 2000 Compared to Fiscal Year Ended  December 31,
1999

         On February 16,  2001,  The Company  completed  an  agreement  with the
shareholders of Gamecasters to acquire all of the issued and outstanding  common
shares  of  Gamecasters.  For  financial  statement  purposes,   Gamecasters  is
considered  the  accounting  acquirer.   Thus,  the  historical   statements  of
Gamecasters have become the historical  financial  statements of the Company. On
March 8, 2001,  The Company  sold its primary  operating  subsidiary,  E-Casinos
International,  to Nexus  Marketing,  Inc. and thereby  discontinued  its online
gaming  business.  Consequently,  the  information  provided  below is presented
separately for the continuing and discontinued operations.

         Gamecasters,   Inc.   was   incorporated   on  December  12,  2000  and
subsequently  acquired  certain  video  games and  equipment.  On April 1, 2001,
Gamecasters  entered into a long-term  revenue sharing  agreement with Cyberdome
Entertainment  Inc.  in  exchange  for the use of  Gamecasters'  video games and
equipment.  The Cyberdome  agreement  currently  represents the primary  revenue
generating  operations of the Company. As the revenue sharing agreement was only
entered into as of 2001, no revenues were recorded for continuing operations for
fiscal years ended December 31, 2000 and 1999.

         The Company realized revenues of $169,919 from its discontinued  online
gaming  operations  during  fiscal year ended  December  31, 2000 as compared to
$29,710 for fiscal year ended 1999.  The Company  first began gaming  operations
for real  money in the latter  half of 1999,  as it  elected  to  terminate  its
previous  software  licensing  arrangement  with  CWH and  seek  other  suitable
licensing  arrangements.  A new  software  licensing  arrangement  with SSII was
secured  in 1999.  Revenues  for 1999  effectively  represent  only a five month
period of  operation.  Cost of sales for 2000 were  $55,341 or 32.6% of revenues
compared  to  $10,232  or 34.4% for 1999.  Resulting  gross  margin for 2000 was
$114,578 as compared  to $19,478  for the limited  year period in 1999.  Cost of
sales includes royalties  (payable to SSII) incurred on gambling  activities and
bank discount  fees incurred by the Company for the  acceptance of credit cards.
The percentage  decrease in cost of sales was attributed to achieving  economies
of scale for a full year of operation in 2000. In addition, expenses incurred by
its E-Casinos  subsidiary,  directly associated with operating its online gaming
business,  increased to $215,231 in 2000 from $84,003 in 1999.  The increase was
attributed  to the Company  operating  its business for the full year in 2000 as
opposed to only five months in 1999 and includes  amortization  of the Company's
gaming and software license fees amounting to approximately $108,000 in 2000 and
$25,000 in 1999.  General  and  administrative  expenses  for  fiscal  year 2000
decreased 17.4% to $860,252 from  $1,041,617 for the comparable  period in 1999.
This  decrease  is  primarily  attributed  to a  reduction  in  advertising  and
promotion  expenses  to a level  approximating  $50,000 in 2000 as  compared  to
$287,000 in 1999. The advertising  and promotion  figures relate to expenditures
for  both  online  gaming  advertising  and  promotion  of  the  Company  to the
investment  community.  The  Company  attempted  to achieve  economies  of scale
through use of joint  promotional  activities that  highlighted both the Company
and its gaming business.  Online gaming advertising expenditures were materially
reduced in 2000 as the Company shifted over to Internet-based advertising, which
was  considerably  less expensive  than other  conventional  means.  The Company
allocated  substantially  less resources to promotion of its Asia Casino website
consistent with the Company's  business  decision to ultimately  transition away
from online gambling.

                                      -21-

<PAGE>

         Depreciation and amortization for continuing  operations increased only
marginally in fiscal year 2000 to $37,172 from $36,506 for the comparable period
in  1999.  Depreciation  and  amortization  for  both  years  primarily  include
depreciation on office equipment and leasehold improvements.

         The Company also had  interest  expense of $746,233 in fiscal year 2000
compared to $424,938 for the same period in 1999.  The interest  expense in both
years  resulted  primarily  from  payment of interest on monies  advanced to the
Company in the form of a convertible  debenture,  and the issuance of debentures
and  warrants  at less than  market  value.  The  Company  recorded  $400,000 in
interest expense in 1999 to reflect the debt  conversion/warrant  component of a
$1,000,000 convertible debenture. The 1999 debenture was convertible into shares
of the  Company's  common  stock at $0.20 per  share,  which  amounts to a $0.04
difference  in the  price of the  stock at  closing  on the date of  issue.  The
$400,000  reflects the  difference  in fair market value of the stock should the
entire debenture be converted.

         On April 3, 2000, the Company issued a convertible  debenture to VanAus
Investments  Ltd.  for  principal  advances  made to the Company  from January 1
through March 31, 2000 totaling  $342,488.  The debenture  bears interest at 12%
per annum and was convertible  into restricted  common stock at $0.15 per share,
which  was  $0.0375  per  share  less than the  trading  value of the  Company's
unrestricted  common  stock on the date of  issuance,  and  carried an  attached
warrant giving the holders the right to purchase one share of restricted  common
stock at $0.15 per  share.  Interest  expense  of $26,556  was  recorded  on the
debenture  during the nine months ended  September  30,  2000.  The Company also
recorded a discount on the  convertible  debenture to account for the beneficial
conversion  features of the  debenture.  During  2000,  the  company  recognized
additional  interest  expense of  $324,488  as a result of  amortization  of the
discount.

         On December 1, 2000, the Company canceled the aforementioned  April 3rd
debenture and issued a new convertible  debenture including the principal amount
of the original  debenture along with accrued  interest and additional  advances
totaling  $401,099.  An additional amount of $25,000 was advanced to the Company
on December 4, 2000. The new debentures were convertible into restricted  common
stock at  $0.06  per  share,  which  was  equal  to the  value of the  Company's
unrestricted  common  stock at the time of  issuance,  and  carried an  attached
warrant giving the holders the right to purchase one share of restricted  common
stock at $0.06 per share.  During the year ended  December 31, 2000, the Company
recorded  additional  interest expense of $362,203 and $25,000,  respectively to
reflect the  amortization  of the discount on the new  convertible  debenture to
account for the beneficial conversion features of the debentures.

         The  Company's  loss  from  continuing  operations  declined  16.8%  to
$897,424 in 2000 as compared to $1,078,123  for the  comparable  period in 1999.
The decline in loss for continued operations was attributed to the transition by
management  of its  strategic  focus away from  operations  of the online gaming
business to that of evaluation of new business opportunities. The Company's loss
from  discontinued  operations (and net loss) increased  $36,128 from $64,525 in
1999 to  $100,653  for  the  same  period  in  2000.  Results  for  discontinued
operations  reflect the gambling  related  operations  of the E- Casinos  online
gaming  subsidiary  and its direct  expenses.  The increase in loss for 2000 was
primarily  attributed to the increase in expenses  resulting from a full year of
operation and the additional  amortization of license fees over the twelve month
period.

         The Company  experienced a 32.4%  decrease in net loss from  continuing
operations of $936,780 for its fiscal year ended December 31, 2000 compared to a
net loss of $1,386,173  for the  comparable  period in 1999. The decrease in net
loss is  primarily  attributable  to a  reduction  of  $181,365  in general  and
administrative  expense in 2000  compared to 1999 and an increase of $567,959 in
realized and unrealized gain on the Company's marketable securities in 2000. The
improvement was offset  somewhat by an increase in interest  expense of $321,295
resulting from the beneficial conversion features of debentures issued in fiscal
year 2000.


                                      -22-

<PAGE>

Net Operating Losses

         The Company has accumulated  approximately  $5,400,000 of net operating
loss  carryforwards  as of December 31, 2000 that may be offset  against  future
taxable  income  through 2020 when the  carryforwards  expire.  The use of these
losses to reduce future income taxes will depend on the generation of sufficient
taxable income prior to the expiration of the net operating loss  carryforwards.
In the event of certain  changes in  control  of the  Company,  there will be an
annual limitation on the amount of net operating loss carryforwards which can be
used. No tax benefit has been reported in the financial statements,  because the
Company believes there is a 50% or greater chance the carryforwards  will expire
unused.  Accordingly,  the potential tax benefits of the loss  carryforwards  is
offset by valuation allowance of the same amount.

Liquidity and Capital Resource

         Historically,  the Company's  working capital needs have been satisfied
primarily  through the Company's  private  placement of  securities  and through
other debt instruments,  such as convertible debentures.  The Company reasonably
expects to continue to do so in the future.  At December 31,  2000,  the Company
had working capital of $55,574  compared to working capital at December 31, 1999
of $66,869 The  decrease is  primarily  attributed  to the  reduction in prepaid
expenses and license fees carried as current  assets and the accrual of $100,000
in projected gaming license  obligations which is carried as a current liability
under discontinued  operations.  At December 31, 2000 the Company had $37,062 in
cash  compared  to  $17,944  at  December  31,  1999.  The  increase  in cash is
attributed to the Company's sale of investment securities owned by it.

         As of December 31,  2000,  the Company had total assets of $655,477 and
total  stockholders'  equity of $320,572  compared with total assets of $552,849
and total  stockholders'  equity of $159,307 at December  31,  1999.  Assets and
stockholders'  equity  primarily  increased in 2000 due to the  appreciation and
partial sale of the  Company's  marketable  security  investment  in Ocean Power
Corporation ("PWRE").

         During 1999, the Company converted the Debenture received from the sale
of Tessier,  into 200,000 shares of PWRE common stock. At December 31, 1999, the
shares were valued at $1.35 per share, or $275,000. During the fiscal year ended
2000,  the  Company  sold  into the  public  market  110,000  PWRE  shares at an
approximate  average  price of $6.50 per  share and  received  net  proceeds  of
$694,995.  As of December  31,  2000,  the Company  had  expended  approximately
$658,000 of the net proceeds for general operating expenses  including,  but not
limited to, license fee payments, salaries,  consultant fees, professional fees,
marketing, rent and utilities. At December 31, 2000, the remaining 90,000 shares
of PWRE were  valued at  $306,567.  During  the  first six  months of 2001,  the
Company sold approximately 26,500 shares with proceeds of approximately $59,000.
The resulting funds were used for general operations of the Company. The Company
anticipates that it may sell additional  shares of the 63,500 balance (valued at
$177,800  on June  30,  2001)  during  2001  and use the  proceeds  for  general
operating expenses.

         For the year ended December 31, 2000, cash used by operating activities
decreased  slightly  to  $1,036,131  compared to  $1,081,871  for the year ended
December 31, 1999.  This 4.1% decrease is primarily  attributed to a decrease in
general and  administrative  expenses in 2000 from the comparable period in 1999
offset by the reduction of accounts  payable and accrued expenses (not including
a  provision  for  license  fee  from   discontinued   operations)  in  2000  of
approximately $139,000.

         Also during  2000,  the Company  realized  cash  provided by  investing
activities of $649,151 compared to cash used by investing  activities of $33,573
in 1999. The 2000 results are primarily due to net proceeds of $694,993 received
from the sale of  marketable  securities  during 2000 offset by the  purchase of
certain investment securities totaling $43,901.

         In  fiscal  year  ended  2000,  the  Company  realized  cash  flow from
financing  activities of $406,098  compared with  $1,080,064  for the comparable
period in 1999. In December 2000, the Company  approved a convertible  debenture
totaling  $500,000 to VanAus  Investments Ltd. The debenture is convertible into
authorized but unissued  common stock of the Company at $0.06 per share with one
(1) five-year  warrant  attached.  The Company issued 7,101,654 shares of common
stock through the conversion of approximately  $427,000 in principal and accrued
interest.  Accordingly,  7,101,654  warrants  have also been  granted.  The 1999


                                      -23-

<PAGE>

results are due to  proceeds  received  from notes  payable  resulting  from the
conversion of a $1,000,000 convertible debenture with VanAus Investments Ltd.

         In 1999, in connection with the Company's  license agreement with SSII,
the Company's subsidiary,  E-Casinos International, was granted a virtual casino
gaming license from the government of Antigua.  SSII agreed to advance funds for
the gaming license in return for installment  payments totaling $120,000.  As of
December 31, 2000 the Company has paid $60,000,  leaving a balance still owed of
$60,000.  The Company has also accrued a current liability of $100,000 under its
discontinued  operations  pursuant  to a renewal or  replacement  of its Antigua
gaming license.

         The Company  leases its facilities on a quarter to quarter basis and is
not required to obligate itself to a minimum commitment for rental time.

         During fiscal year 2001, the Company  anticipates  meeting its cash and
working  capital  needs  primarily  from the  proceeds of the sale of its shares
through  private  placements  or  similar  convertible   instruments,   revenues
generated from operations and the sale of its marketable securities.

         In  September  of 2000,  the Company  authorized  20,000,000  shares of
preferred  stock with a par value of $0.001.  Each share of  preferred  stock is
entitled to ten (10) votes at a meeting of  shareholders,  except at any meeting
in which only  shareholders of preferred  shares are entitled to vote. The board
of directors may, at its discretion,  declare  dividends on the preferred shares
of any amount, at any time,  without  declaring  dividends on any other class of
stock.  The holders of the preferred  shares are entitled to receive priority to
the holders of the common shares the remaining  property of the  corporation  in
the event of a liquidation  or wind up. The holders of the preferred  shares may
convert  each share of  preferred  stock  into 10 shares of common  stock at any
time.

         The Company  plans to expend up to  $850,000  in funds  pursuant to its
"baseline"  budgetary  strategy for fiscal year 2001. This amount may reasonably
expand or retract  given the  availability  of cash  reserves  and the method of
implementation  of its  change in focus  from the online  gaming  industry  to a
transaction-based revenue generating business. The Company intends to supplement
its cash reserves from the sale of its marketable  securities  during the fiscal
year and by entering into private  placements or convertible  debentures similar
to the ones  entered  into by the Company on a routine  basis over the last five
years. There are no guarantees, however, that the Company will be able to secure
such financing during the fiscal year. In addition, the Company may receive cash
from  payments  made to it from time to time pursuant to the sale of its virtual
casino to a third party for a net amount owed to the Company of $190,000.

         The primary and most significant  expenditures for fiscal year 2001 are
expected in the area of human resources and consulting  services.  The aggregate
amount of expense in this category is budgeted at over  $535,000.  This includes
$160,000 for salaries and benefits,  $300,000 in various  consulting  fees,  and
$75,000 in  engineering  support and other  technical  fees.  In  addition,  the
Company expects to expend approximately  $75,000 in professional fees for legal,
accounting  and  auditing   services   pursuant  to  its  regulatory   reporting
requirements and anticipated new business ventures. The Company's budgetary item
for business  travel and  conference  attendance  is  projected  at $50,000.  In
addition,  the  Company  expects to expend  $66,000 for  corporate  advertising,
communications  and  website  operations.  The  Company  intends to enhance  its
communications  with  shareholders and has accordingly  budgeted $50,000 for its
investor relations efforts. The Company also anticipates expending approximately
$74,000 for occupancy  costs,  office expense,  printing and mailing,  and other
general  expenses.  At this  time,  the  Company  has no  material  commitments,
obligations or contingencies that would negatively effect its cash position.

         Management plans to keep expenditures reasonably within its 2001 budget
projections.  However,  given the potential for the unavailability of sufficient
cash during the period to meet  predications,  the Company intends to reduce its
expenses on an across the board basis as necessary. This would primarily include
a  reduction  in  the  use  of  consultants  and  other  professional  services,
limitation on travel, reduction in conference attendance,  reduction in scope of
corporate   promotional  efforts  and  slowing  investigation  of  new  business


                                      -24-

<PAGE>

opportunities  and  acquisitions.  The  resultant  reduced  budget  would likely
decline from the projected $850,000 to approximately  $600,000. The Company also
contemplates  deferring  salaries  and  entering  into other  equity for service
arrangements to conserve cash if necessary.

Effect of Inflation

         In the opinion of management,  inflation has not had a material  effect
on the operations of the Company.

Forward Looking Statements

         This report contains certain  forward-looking  statements.  The Company
wishes to advise readers that actual results may differ  substantially from such
forward-looking   statements.   Forward-looking  statements  involve  risks  and
uncertainties  that could cause actual results to differ  materially  from those
expressed in or implied by the  statements,  including,  but not limited to, the
following:  the possible success of the Company's websites, the effect of future
legislation on the Internet gaming business,  the ability of the Company to fund
its  current  and future  projects  and its ability to meet its cash and working
capital needs, and other risks detailed in the Company's periodic report filings
with the Securities and Exchange Commission.

Recent Accounting Pronouncements

         In June 1999, the Financial  Accounting Standards Board ("FASB") issued
SFAS No. 133,  "Accounting for Derivative  Instruments  and Hedging  Activities"
which  requires  companies  to record  derivatives  as  assets  or  liabilities,
measured at fair market  value.  Gains or losses  resulting  from changes in the
values of those  derivatives  would be accounted for depending on the use of the
derivative and whether it qualifies for hedge accounting.  The key criterion for
hedge  accounting is that the hedging  relationship  must be highly effective in
achieving  offsetting  changes  in fair  value or cash  flows.  SFAS No.  133 is
effective for all fiscal quarters of fiscal years beginning after June 15, 1999.
The adoption of this statement had no material impact on the Company's financial
statements.

Item 7.  Financial Statements and Supplementary Data

                  The  Company's  Consolidated  Balance Sheet as of December 31,
2000  and the  related  Consolidated  Statements  of  Operations,  Stockholders'
Equity,  and Cash Flows for the years ended December 31, 2000, and 1999 have all
been  examined  to the extent  indicated  in their  report by H J &  Associates,
independent  certified public accountants,  and have been prepared in accordance
with generally accepted accounting  principles and pursuant to Regulation S-B as
promulgated  by the  Securities  and  Exchange  Commission.  The  aforementioned
financial  statements  are  included  herein in  response to Item 7 of this Form
10-KSB.



                                      -25-

<PAGE>




                                VENTURETECH, INC.
                          (A Development Stage Company)

                        CONSOLIDATED FINANCIAL STATEMENTS

                                December 31, 2000




                                      -26-

<PAGE>



         McGLADREY NETWORK                          American Institute of
         -----------------                            Certified Public
   An Independently Owned Member                        Accountants
         Worldwide Services
     Through RSM International
                                                    Utah Association of
                                                      Certified Public
                                                        Accountants

                                                    SEC Practice Section
                                                     Private Companies
                                                      Practice Section

                            H J & ASSOCIATES, L.L.C.

                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
VentureTech, Inc.
(A Development Stage Company)
Vancouver, British Columbia

We have audited the accompanying consolidated balance sheet of VentureTech, Inc.
(a  development  stage  company)  as of  December  31,  2000,  and  the  related
consolidated statements of operations,  stockholders' equity, and cash flows for
the years ended December 31, 2000 and 1999 and from inception on January 1, 1986
through  December 31, 2000.  These  consolidated  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance about whether the  consolidated  financial  statements are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence  supporting the amounts and disclosures in the  consolidated  financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
VentureTech,  Inc. (a development stage company) as of December 31, 2000 and the
consolidated  results  of their  operations  and their  cash flows for the years
ended  December 31, 2000 and 1999 and from  inception on January 1, 1986 through
December 31, 2000 in conformity with generally accepted accounting principles.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 5 to the
consolidated  financial  statements,  the Company is a development stage company
with no  significant  operating  results to date and a  substantial  accumulated
deficit,  which together raises  substantial doubt about its ability to continue
as a going  concern.  Management's  plans in  regard to these  matters  are also
described in Note 5. The  consolidated  financial  statements do not include any
adjustments that might result from the outcome of this uncertainty.

As discussed in Note 15 to the consolidated financial statements, certain errors
were discovered regarding the beneficial  conversion features of the convertible
debentures which resulted in  understatements  of the additional paid-in capital
account and the net loss for the year ended December 31, 2000.


HJ & Associates, LLC
Salt Lake City, Utah
March 16, 2001



         50 South Main Street, Suite 1450 * Salt Lake City, Utah 84144 *
              Telephone (801) 328-4408 * Facsimile (801) 328-4461


                                      -27-

<PAGE>

                                VENTURETECH, INC.
                          (A Development Stage Company)
                           Consolidated Balance Sheet


                                     ASSETS

                                                       December 31,
                                                            2000
                                                          --------
CURRENT ASSETS - CONTINUING OPERATIONS

   Cash                                                   $ 35,711
   Marketable securities (Note 8)                          308,755
   Other receivable                                          7,312
                                                          --------

     Total Current Assets - Continuing Operations          351,778
                                                          --------

CURRENT ASSETS - DISCONTINUED OPERATIONS

   Cash                                                      1,351
   Accounts receivable - net (Note 2)                       12,350
   License fees - current (Note 9)                          25,000
                                                          --------

     Total Current Assets - Discontinued Operations         38,701
                                                          --------

PROPERTY AND EQUIPMENT - CONTINUING OPERATIONS (Note 2)     32,207
                                                          --------

OTHER ASSETS - CONTINUING OPERATIONS

   Note receivable (Note 13)                               232,791
                                                          --------

     Total Other Assets                                    232,791
                                                          --------

     TOTAL ASSETS                                         $655,477
                                                          ========

        The accompanying notes are an integral part of these consolidated
                             financial statements.


                                      -28-

<PAGE>

                                VENTURETECH, INC.
                          (A Development Stage Company)
                     Consolidated Balance Sheet (Continued)


                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                 December 31,
                                                                     2000
                                                                 -----------
                                                                  (Restated)
CURRENT LIABILITIES - CONTINUING OPERATIONS

   Accounts payable and accrued expenses                         $    74,905
   Reserve for legal fees (Note 9)                                   100,000
                                                                 -----------

     Total Current Liabilities - Continuing Operations               174,905
                                                                 -----------

CURRENT LIABILITIES - DISCONTINUED OPERATIONS

   Accounts payable and accrued expenses                             100,000
   License fee payable (Note 9)                                       60,000
                                                                 -----------

     Total Current Liabilities - Discontinued Operations             160,000
                                                                 -----------

     Total Liabilities                                               334,905
                                                                 -----------

COMMITMENTS AND CONTINGENCIES (Note 11)

STOCKHOLDERS' EQUITY

   Preferred stock: 20,000,000 shares authorized of $0.001 par
    value, none issued and outstanding                                  --
   Common stock; 100,000,000 shares authorized of $0.001
    par value, 44,569,515 shares issued and outstanding               44,570
   Additional paid-in capital                                      8,398,819
   Deficit accumulated during the development stage               (8,122,817)
                                                                 -----------

     Total Stockholders' Equity                                      320,572
                                                                 -----------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $   655,477
                                                                 ===========


        The accompanying notes are an integral part of these consolidated
                             financial statements.


                                      -29-

<PAGE>

                                VENTURETECH, INC.
                          (A Development Stage Company)
                      Consolidated Statements of Operations
<TABLE>
<CAPTION>
                                                                                                          From
                                                                                                      Inception of
                                                                                                     Development
                                                                                                         Stage on
                                                                                                        January 1,
                                                                       For the Years Ended           1986 Through
                                                                           December 31,               December 31,
                                                                     2000                1999               2000
                                                            -----------------   -----------------  ------------------
                                                                 (Restated)                            (Restated)

<S>                                                         <C>                 <C>                <C>
REVENUES                                                    $               -   $               -  $          555,646
                                                            -----------------   -----------------  ------------------

EXPENSES

  Research and development                                                  -                   -              50,215
  General and administrative                                          860,252           1,041,617           6,052,309
  Depreciation and amortization                                        37,172              36,506             464,422
                                                            -----------------   -----------------  ------------------

     Total Expenses                                                   897,424           1,078,123           6,566,946
                                                            -----------------   -----------------  ------------------

     LOSS FROM OPERATIONS                                            (897,424)         (1,078,123)         (6,011,300)
                                                            -----------------   -----------------  ------------------

OTHER INCOME (EXPENSE)

   Dividend income                                                      2,766                   -               2,766
   Realized gain on marketable securities                             608,034                   -             608,034
   Unrealized gain on marketable securities                            76,813             116,888             193,701
   Net loss on disposal of asset                                            -                   -          (1,400,000)
   Interest expense                                                  (746,233)           (424,938)         (1,232,889)
   Interest income                                                     19,264                   -              19,264
                                                            -----------------   -----------------  ------------------

     Total Other Income (Expense)                                     (39,356)           (308,050)         (1,809,124)
                                                            -----------------   -----------------  ------------------

LOSS BEFORE LOSS FROM DISCONTINUED
 OPERATIONS AND PROVISION FOR INCOME TAX                             (936,780)        (1,386,173)          (7,820,424)
                                                            ------------------  ----------------   ------------------

LOSS FROM DISCONTINUED OPERATIONS                                    (100,653)            (64,525)           (302,393)

PROVISION FOR INCOME TAX                                                    -                   -                   -
                                                            -----------------   -----------------  ------------------

NET LOSS                                                    $      (1,037,433)  $      (1,450,698) $       (8,122,817)
                                                            =================   =================  ==================

BASIC AND FULLY DILUTED LOSS PER SHARE

   - Continuing operations                                  $           (0.03)  $           (0.04)
   - Discontinued operations                                            (0.00)              (0.00)
                                                            -----------------   -----------------

     Total                                                  $           (0.03)  $           (0.04)
                                                            =================   =================

WEIGHTED AVERAGE  NUMBER OF
 SHARES OUTSTANDING                                                37,608,920          35,895,870
                                                            =================   =================
</TABLE>


        The accompanying notes are an integral part of these consolidated
                             financial statements.


                                      -30-

<PAGE>

<TABLE>
<CAPTION>
                                                        VENTURETECH, INC.
                                                   (A Development Stage Company)
                                          Consolidated Statements of Stockholders' Equity

                                                                                                                    Deficit
                                                                                                                 Accumulated
                                                                                               Additional         During the
                                                                    Common Stock                 Paid-in         Development
                                                            Shares            Amount             Capital             Stage
                                                     ----------------   ----------------   ----------------   ----------------
<S>                                                           <C>       <C>                <C>                <C>
Balance, January 1, 1986
 (inception of development stage)                             278,692   $            279   $           (279)  $              -

Assessment of existing
 shareholders to increase
 paid-in capital                                                    -                  -              8,722                  -

Net loss for the year ended
 December 31, 1987                                                  -                  -                  -             (8,722)
                                                     ----------------   ----------------   ----------------   ----------------

Balance, December 31, 1987                                    278,692                279              8,443             (8,722)

Stock issued to an  individual  who became an officer and  director for services
 performed  to  acquire  rights to  Harvard  Medical  Project  on July 13,  1988
 recorded at predecessor cost of $0.00 per
 share                                                      1,188,889              1,189             (1,189)                 -

Stock issued to Spartan
 Medical Corporation to
 acquire rights to the Harvard
 Medical Project on
 November 1, 1988 recorded at
 predecessor cost of $0.00 per
 share                                                        200,000                200               (200)                 -

Net loss for the year ended
 December 31, 1988                                                  -                  -                  -             (5,644)
                                                     ----------------   ----------------   ----------------   ----------------

Balance, December 31, 1988                                  1,667,581   $          1,668   $          7,054   $        (14,366)
                                                     ----------------   ----------------   ----------------   ----------------
</TABLE>


        The accompanying notes are an integral part of these consolidated
                             financial statements.


                                      -31-

<PAGE>

<TABLE>
<CAPTION>
                                                         VENTURETECH, INC.
                                                   (A Development Stage Company)
                                    Consolidated Statements of Stockholders' Equity (Continued)


                                                                                                                    Deficit
                                                                                                                 Accumulated
                                                                                                Additional        During the
                                                                    Common Stock                 Paid-in         Development
                                                            Shares            Amount             Capital             Stage
                                                     ----------------   ----------------   ----------------   ----------------
<S>                                                         <C>         <C>                <C>                <C>
Balance, December 31, 1988                                  1,667,581   $          1,668   $          7,054   $        (14,366)

Stock issued for services
 at an average price of
 $0.21 per share                                               61,667                 62             12,638                  -

Stock issued for cash in
 private placements at an
 average price of $2.48                                        98,005                 98            242,502                  -

Stock offering costs offset
 against paid-in capital                                            -                  -            (93,687)                 -

Net loss for the year ended
 December 31, 1989                                                  -                  -                  -           (134,399)
                                                     ----------------   ----------------   ----------------   ----------------

Balance, December 31, 1989                                  1,827,253              1,828            168,507           (148,765)

Stock issued for services
 valued at $0.06 per share                                     19,301                 19              1,140                  -

Stock issued to an individual
 for services valued at
 $12.00 per share                                               1,667                  1             19,999                  -

Stock issued to individuals
 for $3.92 per share                                           11,933                 12             46,788                  -

Net loss for the year ended
 December 31, 1990                                                  -                  -                  -           (174,522)
                                                     ----------------   ----------------   ----------------   ----------------

Balance, December 31, 1990                                  1,860,154   $          1,860   $        236,434   $       (323,287)
                                                     ----------------   ----------------   ----------------   ----------------
</TABLE>


        The accompanying notes are an integral part of these consolidated
                             financial statements.


                                      -32-

<PAGE>

<TABLE>
<CAPTION>
                                                         VENTURETECH, INC.
                                                   (A Development Stage Company)
                                    Consolidated Statements of Stockholders' Equity (Continued)

                                                                                                                   Deficit
                                                                                                                 Accumulated
                                                                                               Additional         During the
                                                                    Common Stock                 Paid-in         Development
                                                            Shares            Amount             Capital             Stage
                                                     ----------------   ----------------   ----------------   ----------------
<S>                                                         <C>         <C>                <C>                <C>
Balance, December 31, 1990                                  1,860,154   $          1,860   $        236,434   $       (323,287)

Stock issued to Ballater, Ltd. in
 exchange for services recorded
 at predecessor cost of $0.00 per share                       100,000                100               (100)                 -

Net loss for the year ended
 December 31, 1991                                                  -                  -                  -             (2,457)
                                                     ----------------   ----------------   ----------------   ----------------

Balance, December 31, 1991                                  1,960,154              1,960            236,334           (325,744)

Debt converted into additional
 paid-in capital by Park Avenue, Inc.                               -                  -             45,750                  -

Debt converted into additional
 paid-in capital by  stockholder                                    -                  -             12,400                  -

Net loss for the year ended
 December 31, 1992                                                  -                  -                  -             (1,981)
                                                     ----------------   ----------------   ----------------   ----------------

Balance, December 31, 1992                                  1,960,154              1,960            294,484           (327,725)

Common stock issued in settlement
 of debt at $0.012 per share                                1,500,000              1,500             16,252                  -

Net loss for the year ended
 December 31, 1993                                                  -                  -                  -            (15,200)
                                                     ----------------   ----------------   ----------------   ----------------

Balance, December 31, 1993                                  3,460,154              3,460            310,736           (342,925)

Common stock issued for cash
 at $0.50 per share                                           340,000                340            169,660                  -

Stock issuance costs                                                -                  -            (67,500)                 -

Net loss for the year ended
 December 31, 1994                                                  -                  -                  -            (29,190)
                                                     ----------------   ----------------   ----------------   ----------------

Balance, December 31, 1994                                  3,800,154   $          3,800   $        412,896   $       (372,115)
                                                     ----------------   ----------------   ----------------   ----------------
</TABLE>


        The accompanying notes are an integral part of these consolidated
                             financial statements.


                                      -33-

<PAGE>

<TABLE>
<CAPTION>
                                                          VENTURETECH, INC.
                                                    (A Development Stage Company)
                                     Consolidated Statements of Stockholders' Equity (Continued)

                                                                                                                        Deficit
                                                                                                                     Accumulated
                                                                               Additional             Stock          During the
                                                    Common Stock                 Paid-in         Subscription        Development
                                             Shares          Amount              Capital          Receivable             Stage
                                        --------------  ----------------  ----------------   ------------------   ---------------
<S>                                          <C>        <C>               <C>                <C>                  <C>
Balance, December 31, 1994                   3,800,154  $          3,800  $        412,896   $                -   $      (372,115)

Common stock issued to
 acquire Tessier Resources Ltd.              3,200,000             3,200           (80,856)                   -                 -

Debt converted into additional
 paid-in capital                                     -                  -           10,417                    -                 -

Common stock issued in
 settlement of debt at $1.70
 per share                                     591,774               592         1,005,425                    -                 -

Net loss for the year ended
 December 31, 1995                                   -                 -                 -                    -        (1,037,235)
                                        --------------  ----------------   ---------------   ------------------   ---------------

Balance, December 31, 1995                   7,591,928             7,592         1,347,882                    -        (1,409,350)

Common stock issued in
 settlement of debt at $1.70
 per share                                   1,408,126             1,408         2,392,473                    -                 -

Common stock issued as a
 partial conversion of the
 convertible debenture at
 $0.03 per share                             2,300,000             2,300            66,700                     -                -

Common stock issued for
 cash at $10.00 per share                    6,000,000             6,000        59,994,000          (60,000,000)                -

Net loss for the year ended
 December 31, 1996                                   -                 -                 -                    -        (1,590,888)
                                        --------------  ----------------   ---------------   ------------------   ---------------

Balance, December 31, 1996                  17,300,054  $         17,300  $     63,801,055   $      (60,000,000)  $    (3,000,238)
                                        --------------  ----------------  ----------------   ------------------   ---------------
</TABLE>


        The accompanying notes are an integral part of these consolidated
                             financial statements.


                                      -34-

<PAGE>

<TABLE>
<CAPTION>
                                                         VENTURETECH, INC.
                                                   (A Development Stage Company)
                                    Consolidated Statements of Stockholders' Equity (Continued)

                                                                                                                         Deficit
                                                                                                                      Accumulated
                                                                                Additional             Stock          During the
                                                  Common Stock                    Paid-in         Subscription        Development
                                           Shares             Amount              Capital          Receivable              Stage
                                      ----------------   ---------------   ----------------   ------------------    --------------
<S>                                         <C>          <C>               <C>                <C>                 <C>
Balance, December 31, 1996                  17,300,054   $        17,300   $     63,801,055   $    (60,000,000)   $   (3,000,238)

Common stock issued as a
 conversion of the convertible
 debenture at $0.03 per share                3,533,333             3,533            102,467                  -                 -

Common stock issued as a full
 exercise of the "A" warrants
 associated with the convertible
 debenture at $0.03 per share                5,833,333             5,834            169,166                  -                 -

Common stock issued as a partial
 exercise of the "B" warrants
 associated with the convertible
 debenture at $0.03 per share                1,133,334             1,133             32,867                  -                 -

Cancellation of stock
 subscription receivable                    (6,000,000)           (6,000)       (59,994,000)        60,000,000                 -

Common stock issued in
 settlement of debt
 at $0.22 per share                          3,495,000             3,495            765,321                  -                 -

Net loss for the year ended
 December 31, 1997                                   -                 -                  -                  -          (552,777)
                                      ----------------   ---------------   ----------------   ----------------    --------------

Balance, December 31, 1997                  25,295,054   $        25,295   $      4,876,876   $              -    $   (3,553,015)
                                      ----------------   ---------------   ----------------   ----------------    --------------
</TABLE>


        The accompanying notes are an integral part of these consolidated
                             financial statements.


                                      -35-

<PAGE>

<TABLE>
<CAPTION>
                                                         VENTURETECH, INC.
                                                   (A Development Stage Company)
                                    Consolidated Statements of Stockholders' Equity (Continued)

                                                                                                                         Deficit
                                                                                                                      Accumulated
                                                                                Additional           Stock            During the
                                                  Common Stock                    Paid-in         Subscription        Development
                                           Shares             Amount              Capital          Receivable              Stage
                                      ----------------   ---------------   ----------------   ------------------    --------------
<S>                                         <C>          <C>               <C>                <C>                 <C>
Balance, December 31, 1997                  25,295,054   $        25,295   $      4,876,876   $              -    $   (3,553,015)

Common stock issued as a complete
 exercise of the "B" warrants
 associated with the convertible
 debenture at $0.03
 per share                                   4,700,000             4,700            136,300                  -                 -

Common stock issued as a
 partial exercise of warrants
 for cash at $0.25 per share                    35,000                35              8,715                  -                 -

Common stock issued in
 settlement of debt at $0.45
 per share                                   1,583,791             1,585            711,121                  -                 -

Net loss for the year ended
 December 31, 1998                                   -                 -                  -                  -        (2,081,671)
                                      ----------------   ---------------   ----------------   ----------------    --------------

Balance, December 31, 1998                  31,613,845            31,615          5,733,012                  -        (5,634,686 )

Issuance of debenture,
 convertible at less than
 market value (Note 12)                              -                 -            400,000                  -                 -

Common stock issued for
 conversion of debenture at
 $0.20 per share                             5,000,000             5,000            995,000                  -                 -

Common stock issued for
 exercise of warrants at
 $0.20 per share                               400,320               400             79,664                  -                 -

Net loss for the year ended
 December 31, 1999                                   -                 -                  -                  -        (1,450,698)
                                      ----------------   ---------------   ----------------   ----------------    --------------

Balance, December 31, 1999                  37,014,165   $        37,015   $      7,207,676   $              -    $   (7,085,384)
                                      ----------------   ---------------   ----------------   ----------------    --------------
</TABLE>


        The accompanying notes are an integral part of these consolidated
                             financial statements.


                                      -36-

<PAGE>

<TABLE>
<CAPTION>
                                                         VENTURETECH, INC.
                                                   (A Development Stage Company)
                                    Consolidated Statements of Stockholders' Equity (Continued)

                                                                                                                         Deficit
                                                                                                                       Accumulated
                                                                                Additional           Stock             During the
                                                  Common Stock                    Paid-in         Subscription         Development
                                           Shares             Amount              Capital          Receivable              Stage
                                      ----------------   ---------------   ----------------   ------------------    --------------
<S>                                         <C>          <C>               <C>                <C>                 <C>
Balance, December 31, 1999                  37,014,165   $        37,015   $      7,207,676   $              -    $   (7,085,384)

Common stock issued for
 conversion of convertible
 debenture at $0.06 per share                7,101,654             7,101            418,997                  -                 -

Common stock issued for
 services at $0.15 per share                    67,034                67             10,189                  -                 -

Common stock issued for
 service at $0.13 per share                    386,662               387             50,266                  -                 -

Value of beneficial conversion
 features of convertible
 debentures (restated)                               -                 -            324,488                  -                 -

Value of beneficial conversion
 features of convertible
 debentures (restated)                               -                 -            362,203                  -                 -

Value of beneficial conversion
 features of convertible
 debentures (restated)                               -                 -             25,000                  -                 -

Net loss for the year ended
 December 31, 2000 (restated)                        -                 -                  -                  -        (1,037,433)
                                      ----------------   ---------------   ----------------   ----------------    --------------

Balance, December 31, 2000
 (restated)                                 44,569,515   $        44,570   $      8,398,819   $              -    $   (8,122,817)
                                      ================   ===============   ================   ================    ==============
</TABLE>

        The accompanying notes are an integral part of these consolidated
                             financial statements.


                                      -37-

<PAGE>

<TABLE>
<CAPTION>
                                                    VENTURETECH, INC.
                                              (A Development Stage Company)
                                          Consolidated Statements of Cash Flows

                                                                                                              From
                                                                                                          Inception of
                                                                                                         Development
                                                                                                             Stage on
                                                                                                            January 1,
                                                                          For the Years Ended            1986 Through
                                                                              December 31,                December 31,
                                                                        2000                1999               2000
                                                               ------------------  -----------------   -----------------
                                                                    (Restated)                             (Restated)
CASH FLOWS FROM OPERATING ACTIVITIES
<S>                                                            <C>                 <C>                 <C>
   Net (loss)                                                  $       (1,037,433) $      (1,450,698)  $      (8,122,817)
   Adjustments to reconcile net (loss) to net cash
    used by operating activities:
     Common stock issued for services                                      60,909                  -              95,168
     Debentures issued convertible at
       less that market value                                                   -            400,000             400,000
     Amortization of debenture discount                                   711,691                  -             711,691
     Depreciation and amortization                                        145,505             61,506             597,735
     Loss on sale of investments                                                -                  -              20,390
     Net loss on disposition of asset                                           -                  -           1,400,000
     Realized gain on sale of investments                                (608,034)                 -            (608,034)
     Unrealized gain in marketable securities                             (76,813)          (116,888)           (193,701)
   Changes in assets and liabilities:
     (Increase) decrease in accounts
      receivables and other assets                                       (193,319)          (117,467)           (316,811)
     Increase (decrease) in accounts
      payable and other current liabilities                               (38,637)           141,676              74,699
                                                               ------------------  -----------------   -----------------

       Net Cash Used by Operating Activities                           (1,036,131)        (1,081,871)         (5,941,680)
                                                               ------------------  -----------------   -----------------

CASH FLOWS FROM INVESTING ACTIVITIES

   Purchase of investments                                                (43,901)                 -            (422,214)
   Sale of investments                                                    694,993                  -             702,103
   Purchase of fixed assets                                                (1,941)            (8,573)           (259,665)
   Disposal of fixed assets                                                     -                  -               3,223
   Purchase of license fees                                                     -            (25,000)         (1,575,000)
                                                               ------------------  -----------------   -----------------

       Net Cash Provided (Used) by Investing Activities                   649,151            (33,573)         (1,551,553)
                                                               ------------------  -----------------   -----------------

CASH FLOWS FROM FINANCING ACTIVITIES

   Payments on notes payable                                              (20,000)                 -             (20,000)
   Issuance of convertible debenture                                            -                  -             175,000
   Conversion of debt to equity                                                 -                  -              75,902
   Proceeds from notes payable                                            426,098          1,080,064           6,774,708
   Common stock issued for cash                                                 -                  -             515,963
   Shareholder assessment                                                       -                  -               8,722
                                                               ------------------  -----------------   -----------------

       Net Cash Provided by Financing Activities               $          406,098  $       1,080,064   $       7,530,295
                                                               ------------------  -----------------   -----------------
</TABLE>


        The accompanying notes are an integral part of these consolidated
                             financial statements.


                                      -38-

<PAGE>

<TABLE>
<CAPTION>
                                                    VENTURETECH, INC.
                                              (A Development Stage Company)
                                    Consolidated Statements of Cash Flows (Continued)

                                                                                                              From
                                                                                                          Inception of
                                                                                                         Development
                                                                                                             Stage on
                                                                                                            January 1,
                                                                          For the Years Ended            1986 Through
                                                                                 December 31,            December 31,
                                                                        2000                1999                2000
                                                               ------------------  -----------------   -----------------
                                                                    (Restated)                             (Restated)
<S>                                                            <C>                 <C>                 <C>
NET INCREASE (DECREASE)
 IN CASH                                                       $           19,118  $         (35,380)  $          37,062

CASH AT BEGINNING OF PERIOD                                                17,944             53,324                   -
                                                               ------------------  -----------------   -----------------

CASH AT END OF PERIOD                                          $           37,062  $          17,944   $          37,062
                                                               ==================  =================   =================


SUPPLEMENTAL CASH FLOW INFORMATION

CASH PAID FOR:

  Interest                                                     $                -  $           6,667   $           6,667
  Income taxes                                                 $                -  $               -   $               -

NON CASH FINANCING ACTIVITIES:

  Conversion of debt into additional paid-in capital           $                -  $               -   $          75,902
  Common stock issued in settlement of debt                    $                -  $       1,080,064   $       5,979,235
  Conversion of debenture and warrants to common stock         $          426,098  $               -   $         826,098
  Debentures issued convertible at less than
   market value                                                $                -  $         400,000   $         400,000
  Common stock issued for services                             $           60,909  $               -   $          95,168
</TABLE>


        The accompanying notes are an integral part of these consolidated
                             financial statements.


                                      -39-

<PAGE>

                                VENTURETECH, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999


NOTE 1 -      ORGANIZATION AND DESCRIPTION OF BUSINESS

              The  consolidated  financial  statements  presented  are  those of
              VentureTech, Inc. and its wholly-owned subsidiaries.

              VentureTech,  Inc. (VTI) was  incorporated  on July 19, 1948 under
              the laws of the State of Idaho. VTI has had limited activity since
              the mid 1950's  and is  considered  a  development  stage  company
              because no  significant  revenues  have been  realized and planned
              principal operations have not yet commenced.  During the year, the
              Company was engaged in the development,  acquisition and licensing
              of certain computer based technology  designed to ultimately offer
              a full range of casino style  gaming,  entertainment,  information
              and financial  transaction  services over the world-wide Internet.
              Subsequent  to year end,  the Company  sold its casino  operations
              (see Note 14).

              Subsequent to year end, the Company purchased Gamecasters, Inc., a
              Nevada  corporation  that is engaged in the  business of acquiring
              distressed and undervalued transaction based companies in order to
              develop these business opportunities to their full potential.  The
              Company's primary area of interest is transaction based businesses
              that provide a recurring  revenue stream from any transaction that
              does not involve physical  delivery of goods.  Transactions  occur
              through the use of a wide variety of devices  including,  internet
              access  machines,  internet  websites,   amusement  devices,  cash
              machines,   public   phones,   etc.   and  all   share  a   common
              characteristic - they provide a service for a fee.

              In  order to  generate  transaction  based  revenue,  the  Company
              intends to become  involved in a number of markets,  each of which
              has its own unique  characteristics  and the  potential  for large
              numbers of transactions.  In the short term the Company intends to
              establish a significant  position in one of these; the interactive
              entertainment  industry.  In  order to  create a common  marketing
              theme,  the Company intends to introduce a membership  program for
              its customers in order to establish a permanent relationship.  The
              program is  intended  to allow  members to enter into a variety of
              transactions  with various channel  partners  through the use of a
              multi-purpose membership card.

              The Company has authorized  20,000,000  shares of preferred  stock
              with a par  value of  $0.001.  Each  share of  preferred  stock is
              entitled to ten (10) votes at a meeting of shareholders, except at
              any meeting in which only  shareholders  of  preferred  shares are
              entitled to vote. The board of directors  may, at its  discretion,
              declare  dividends on the preferred  shares of any amount,  at any
              time, without declaring dividends on any other class of stock. The
              holders of the preferred  shares are entitled to receive  priority
              to the holders of the common shares the remaining  property of the
              corporation  in the event of a liquidation or wind up. The holders
              of the preferred  shares may convert each share of preferred stock
              into 10 shares of common stock at any time.

                                      -40-

<PAGE>

                                VENTURETECH, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 2 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

              a. Accounting Method

              The Company's consolidated financial statements are prepared using
              the  accrual  method of  accounting.  The  Company  has  elected a
              December 31 year end.

              b. Basic Loss Per Share

              The  computation  of basic loss per share of common stock is based
              on the weighted  average number of shares  outstanding  during the
              period of the financial  statements.  Fully diluted loss per share
              is not presented  because of the antidilutive  nature of the stock
              equivalents.
<TABLE>
<CAPTION>

                                                                         For the Year Ended
                                                                         December 31, 1999
                                                   -------------------------------------------------------------
                                                            Loss                Shares              Per Share
                                                      (Numerator)            (Denominator)            Amount
                                                   ------------------    -----------------     -----------------
<S>                                                <C>                          <C>            <C>
              Continuing operations                $       (1,386,173)          35,895,870     $           (0.04)
              Discontinued operations                         (64,525)          35,895,870                 (0.00)
                                                   ------------------                          -----------------

                   Total                           $       (1,450,698)                         $           (0.04)
                                                   ==================                          =================

                                                                        For the Year Ended
                                                                        December 31, 2000
                                                   -------------------------------------------------------------
                                                            Loss                Shares              Per Share
                                                      (Numerator)            (Denominator)            Amount
                                                   ------------------    -----------------     -----------------

              Continuing operations                $         (936,780)          37,608,920     $           (0.03)
              Discontinued operations                        (100,653)          37,608,920                 (0.00)
                                                   ------------------                          -----------------

                   Total                           $       (1,037,433)                         $           (0.03)
                                                   ==================                          =================
</TABLE>

              c. Provision for Taxes

              At  December  31,  2000,   the  Company  had  net  operating  loss
              carryforwards  of  approximately  $5,400,000  that  may be  offset
              against  future  taxable  income through 2020. No tax benefits has
              been reported in the financial  statements,  because the potential
              tax benefits of the net operating  loss carry  forwards are offset
              by a valuation allowance of the same amount.

              The income tax benefit differs from the amount computed at federal
              statutory rates of approximately 38% as follows:
<TABLE>
<CAPTION>
                                                                                     For the Years Ended
                                                                                            December 31,
                                                                            --------------------------------------
                                                                                     2000               1999
                                                                            ------------------  ------------------
<S>                                                                         <C>                <C>
              Income tax benefit at statutory rate                          $          174,097 $           551,265
              Change in valuation allowance                                           (174,097)           (551,265)
                                                                            ------------------  ------------------

                                                                            $                -  $                -
                                                                            ==================  ==================
</TABLE>


                                      -41-

<PAGE>


                                VENTURETECH, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 2 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

              c. Provision for Taxes (Continued)

              Deferred tax assets (liabilities) are comprised of the following:
<TABLE>
<CAPTION>
                                                                  For the Years Ended
                                                                         December 31,
                                                         --------------------------------------
                                                                  2000               1999
                                                         ------------------  ------------------
<S>                                                      <C>                 <C>
              Income tax benefit at statutory rate       $        2,866,543  $       2,692,446
              Change in valuation allowance                      (2,866,543)        (2,692,446)
                                                         ------------------  ------------------

                                                         $                -  $                -
                                                         ==================  ==================
</TABLE>

              Due to the change in ownership provisions of the Tax Reform Act of
              1986,  net operating  loss  carryforwards  for Federal  income tax
              reporting  purposes  are subject to annual  limitations.  Should a
              change in ownership occur, net operating loss carryforwards may be
              limited as to use in the future.

              d. Cash and Cash Equivalents

              The  Company  considers  all  highly  liquid  investments  with  a
              maturity  of  three  months  or  less  when  purchased  to be cash
              equivalents.

              e. Principles of Consolidation

              The December 31, 2000 financial  statements are consolidated  with
              CCCI,  E-Casinos,   E-Casinos,   Ltd.  and  VHC.  All  significant
              intercompany accounts and transactions have been eliminated.

              f. Property and Equipment

              Office equipment and leasehold  improvements are recorded at cost.
              Minor  additions  and renewals are expensed in the year  incurred.
              Major additions and renewals are capitalized and depreciated  over
              their estimated useful lives. Depreciation of office equipment and
              leasehold  improvements is computed using the straight-line method
              over the  estimated  useful  lives of the asset of 5 and 10 years,
              respectively.  Depreciation expense for continuing  operations for
              the  years  ended  December  31,  2000 and 1999  was  $37,172  and
              $36,305, respectively.

              Property and equipment consists of the following:
                                                      December 31,
                                                          2000

                   Office equipment                 $         171,853
                   Leasehold improvements                      36,491
                   Accumulated depreciation                  (176,137)
                                                    -----------------

                   Net Property and Equipment       $          32,207
                                                    =================


                                      -42-

<PAGE>


                                VENTURETECH, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999


NOTE 2 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

              g. Estimates

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

              h. Change in Accounting Principle

              The Company has adopted the  provisions of FASB  Statement No. 138
              "Accounting  for  Certain   Derivative   Instruments  and  Hedging
              Activities, (an amendment of FASB Statement No. 133.)" Because the
              Company had  adopted the  provisions  of FASB  Statement  No. 133,
              prior to June 15, 2000, this statement is effective for all fiscal
              quarters  beginning  after June 15,  2000.  The  adoption  of this
              principal  had no material  effect on the  Company's  consolidated
              financial statements.

              The Company has adopted the  provisions of FASB  Statement No. 140
              "Accounting  for Transfers  and Servicing of Financial  Assets and
              Extinguishments  of  Liabilities  (a replacement of FASB Statement
              No.  125.)"  This  statement  provides  accounting  and  reporting
              standard for  transfers  and  servicing  of  financial  assets and
              extinguishments  of  liabilities.  Those  standards  are  based on
              consistent  application  of a  financial-components  approach that
              focuses on control. Under that approach, the transfer of financial
              assets,  the Company recognized the financial and servicing assets
              it controls  and the  liabilities  it has  incurred,  derecognizes
              financial   assets  when   control  has  been   surrendered,   and
              derecognizes   liabilities  when   extinguished.   This  statement
              provides  consistent  standards  for  distinguishing  transfers of
              financial  assets that are sales from  transfers  that are secured
              borrowings.   This   statement  is  effective  for  transfers  and
              servicing of financial assets and  extinguishments  of liabilities
              occurring  after March 31, 2001.  This  statement is effective for
              recognition and reclassification of collateral and for disclosures
              relating to securitization  transactions and collateral for fiscal
              years  ending  after  December  15,  2000.  The  adoption  of this
              principle  had no material  effect on the  Company's  consolidated
              financial statements.

              The Company has adopted the provisions of FIN 44  "Accounting  for
              Certain    Transactions    Involving   Stock    Compensation   (an
              interpretation  of APB Opinion No.  25.)" This  interpretation  is
              effective  July 1,  2000.  FIN 44  clarifies  the  application  of
              Opinion No. 25 for only  certain  issues.  It does not address any
              issues  related to the  application  of the fair  value  method in
              Statement  No.  123.  Among other  issues,  FIN 44  clarifies  the
              definition  of employee for  purposes of applying  Opinion 25, the
              criteria   for   determining   whether  a  plan   qualifies  as  a
              noncompensatory  plan,  the  accounting   consequence  of  various
              modifications  to the terms of a previously  fixed stock option or
              award, and accounting for an exchange of stock compensation awards
              in a business  combination.  The adoption of this principal had no
              material   effect   on  the   Company's   consolidated   financial
              statements.


                                      -43-

<PAGE>

                                VENTURETECH, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999


NOTE 2 -      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

              i. Revenue Recognition Policy

              The Company  recognizes  as revenue the net  winnings  from gaming
              activities,  which  is the  difference  between  gaming  wins  and
              losses.  The earnings  process is complete upon receipt of the net
              winnings, and no further obligations exist to the customer.

              Cost of sales includes royalties,  payable to Softec,  incurred on
              Casino activity and bank discount fees incurred by the Company for
              the acceptance of credit cards.

              The formula for net revenue  sharing is as follows:  (Casino  gain
              (loss) - adjustment  for  incentives - charge backs) * 25% royalty
              factor to be paid to Softec.

              j. Advertising

              The  Company   follows  the  policy  of  charging   the  costs  of
              advertising  to expense as incurred.  Advertising  expense for the
              years ended  December 31, 2000 and 1999 was $47,446 and  $287,726,
              respectively.

              k. Accounts Receivable

              Accounts  receivable  are shown net of an  allowance  for doubtful
              accounts of $5,083 at December 31, 2000.

              l. Long-lived Assets

              All long-lived assets are evaluated yearly for impairment per SFAS
              121. Any  impairment  in value is  recognized as an expense in the
              period when the impairment occurs.

              m. Website Development Costs

              As allowed by emerging  issues task force  00-2,  "accounting  for
              website  development  costs", the Company is expensing its website
              development  costs as incurred because of the short term nature of
              the asset and the uncertainty of the future product.

              n. Joint Venture Accounting

              The Company is currently  working with APTECH Limited  (APTECH) to
              develop  a  website  for the  online  gambling  portal  named  Win
              Junction.  Win Junction is a private Nevada  Corporation  entirely
              owned by 888250  Ontario,  Ltd.  (888).  888 is controlled by Eric
              Hutchingame,  an  officer  and  director  of the  Company.  If the
              website  is  determined  to  have  future  business  value  and is
              accepted by the Company and 888,  then the company  would  receive
              60% ownership of Win Junction.  The Company will  consolidate  Win
              Junction in its future financial statements,  provided the website
              is  accepted  by both  parties.  Should the parties not accept the
              website it is unlikely that the 60% acquisition would occur.

                                      -44-

<PAGE>

                                VENTURETECH, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999


NOTE 3 -      RELATED PARTY TRANSACTIONS

              During the year ended  December  31,  2000,  a related  party made
              advances to the Company  totaling  $390,137.  Through  December 4,
              2000, interest in the amount of $35,962 was accrued on the amounts
              advanced.   The  amounts   advanced  with  accrued  interest  were
              converted  into  7,101,654  shares  of  common  stock at $0.06 per
              share.  These  conversions  were  part of a  $500,000  convertible
              debenture and carry  7,101,654  warrants  exercisable at $0.06 per
              share.

              During the years ended  December  31,  2000 and 1999,  the Company
              paid  $43,393 and  $12,239 to a  subsidiary  of Tessier,  a former
              subsidiary for rent expense.

              During the year ended  December  31,  1999,  a related  party made
              advances to the Company totaling $1,048,416.  Through December 31,
              1999, interest in the amount of $31,648 was accrued on the amounts
              advanced.   The  amounts   advanced  with  accrued  interest  were
              converted to 4,282,025 shares of common stock, at $0.20 per share,
              on  September  30, 1999 and  1,118,295  shares of common  stock at
              $0.20 per share on December 31, 1999.  These two conversions  were
              for a  $1,000,000  convertible  debenture  and $80,064 of warrants
              attached to the debenture.

              In 1998, a related party converted $712,706 of debt into 1,583,791
              shares of common stock at $0.45 per share (Note 12).

              In 1998, a related  party  converted  $141,000 of the "B" warrants
              into 4,700,000 shares of common stock.

              In 1997,  a related  party  converted  $106,000  of a  convertible
              debenture,  and exercised  $175,000 of "A" warrants and $34,000 of
              "B" warrants into 10,500,000 shares of common stock (Note 4).

              On December 31, 1997, the Company issued  3,495,000  shares of its
              common stock in  consideration  for cash  received  from a related
              party. At the date of issuance, $909,816 was owed and $768,816 was
              converted to common  stock.  At December 31, 1997,  an  additional
              note payable of $141,000 was still owed by the Company.  This note
              was non-interest bearing and was due upon demand.

              On December 31, 1996,  the Company  issued  159,818  shares of its
              common stock in consideration of money owed to a related party. At
              the date of issuance  $271,691  was owed and  converted  to common
              stock.  At  December  31,  1996,  an  additional  note  payable of
              $387,125 was still owed by the Company. This note payable was non-
              interest bearing and was due upon demand.

              On September 30, 1996,  the Company  issued  210,050 shares of its
              common stock in consideration of money owed to a related party. At
              the date of issuance,  $357,085 was owed and converted into common
              stock.

              On July 26, 1996,  the Company  issued 80,000 shares of its common
              stock in  consideration  of money owed to a related party.  At the
              date of  issuance,  $136,000  was owed and  converted  into common
              stock.

              On June 30, 1996,  the Company issued 419,086 shares of its common
              stock in  consideration  of money owed to a related party.  At the
              date of the  issuance  $712,445  was owed and  converted to common
              stock.

                                      -45-

<PAGE>

                                VENTURETECH, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999


NOTE 3 -      RELATED PARTY TRANSACTIONS (Continued)

              In April,  1996, the Company issued 2,300,000 shares of its common
              stock as a partial  conversion of the convertible  debenture.  The
              shares were issued at $0.03 per share (Note 4).

              On March 31, 1996, the Company issued 539,172 shares of its common
              stock in  consideration  of money owed to a related party.  At the
              date of issuance  $916,660 was owed and  converted to common stock
              (Note 12).

              On December 31, 1995,  the Company  issued  210,888  shares of its
              common stock in consideration of money owed to a related party. At
              the date of issuance  $358,510  was owed and  converted  to common
              stock (Note 12).

              On October 31,  1995,  the Company  issued  380,886  shares of its
              common stock in consideration of money owed to a related party. At
              the date of issuance  $647,507  was owed and  converted  to common
              stock (Note 12).

              The Company has granted 720,000 warrants to officers and directors
              of the Company.  The warrants  were issued at prices  ranging from
              $0.25 to $5.75  which  represented  the fair  market  value of the
              stock at the time of grant,  and for periods  ranging from four to
              five years (Note 12).

              On May 14, 1994, officers and directors of the Company were issued
              stock options to purchase  120,000 shares of the Company's  common
              stock  at  $2.50  per  share.  No  compensation  expense  has been
              recorded as the option price exceeded the fair market value of the
              shares when the options were issued.

              On November 1, 1993,  the Company issued  1,500,000  shares of its
              common stock in consideration of $17,752 owed to a related party.

NOTE 4 -      CONVERTIBLE DEBENTURE - RELATED PARTY

              In March of 1994, the Company issued a $175,000 fixed and floating
              convertible  debenture.  The  debenture  bore  interest at 10% per
              annum.  The debenture was convertible  into common stock at a rate
              of $0.03 per share. The debenture  carried "A" and "B" warrants to
              purchase  additional  shares of the Company's  common  stock.  The
              terms of the  warrants  were also $0.03 per share.  In April 1996,
              the Company  issued  2,300,000  shares of common  stock to convert
              $69,000 of the  debenture.  At  December  31,  1996,  the  balance
              payable on the debenture was $106,000. In 1997, the Company issued
              10,500,000  shares of common stock to convert the balance  payable
              on the  debenture  of $106,000 as well the  exercise of all of the
              "A" warrants  for  $175,000 and  1,133,334 of the "B" warrants for
              $34,000 that  accompanied  the  debentures.  In 1998,  the Company
              issued  4,700,000  shares of common stock to exercise  $141,000 of
              "B" warrants. No compensation expense was recorded on the issuance
              of the warrants  because the exercise  price  exceeded the trading
              price at the time of issuance.  At December 31, 1998,  the balance
              payable on the debenture was $-0-.

                                      -46-

<PAGE>

                                VENTURETECH, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 4 -      CONVERTIBLE DEBENTURE - RELATED PARTY (Continued)

              In January  1999,  the Company  approved  convertible  debentures,
              totaling no more than $1 million in the aggregate.  The debentures
              were convertible into "restricted"  common stock of the Company at
              $0.40 per share with one (1)  four-year  $0.40  warrant  attached.
              This  authorization  was canceled in September 1999 in conjunction
              with the Company authorizing a separate convertible  debenture for
              up to $1 million. This debenture is convertible at $0.20 per share
              into  "restricted"  common stock of the Company with one five-year
              $0.20 warrant attached.  The Company recorded  additional interest
              expense  of  $400,000  to  reflect  the  discount  of  20%  on the
              debenture and the attached warrants.  Unconverted  balances accrue
              10% interest per annum on a quarterly  basis and all balances must
              be  converted  within two years of the receipt of the funds by the
              Company.  On  September  30,  1999,  $856,405  of the  $1  million
              authorized had been converted into shares of common stock.

              On December 31,  1999,  the Company  converted  the balance of the
              debenture  into  common  stock as well as $80,064 of the  attached
              warrants.  The total shares issued  pursuant to this debenture and
              the attached warrants as of December 31, 1999 is 5,400,320.

              On April 3, 2000, the Company issued a convertible  debenture to a
              related party for all principal  advances made to the Company from
              January 1, 2000  through  March 31, 2000  totaling  $324,488.  The
              debenture is convertible into restricted common stock at $0.15 per
              share at any time prior to the  maturity at the sole option of the
              debenture holder. The debenture matures on April 2, 2002 and bears
              interest at 12% per annum.  Any shares issued under the conversion
              privileges   of  this   debenture   carry  one  purchase   warrant
              exercisable at $0.15 per share.  The share  purchase  warrants are
              exercisable for a period of five years after the date of issuance.
              Interest  expense of $26,556 has been  recorded  on the  debenture
              during the nine months ended September 30, 2000 and is included in
              the  accounts  payable  accrued  expenses  account on the  balance
              sheet.

              The Company  recorded a discount on the  convertible  debenture in
              order to allocate to additional  paid-in  capital the value of the
              beneficial  conversion  features of the debenture.  The beneficial
              conversion  features  consist of the debenture  holder's  right to
              convert the  debentures  into units,  each unit  consisting of one
              share of restricted  common stock (at a conversion  price of $0.15
              per share which was $0.0375 per share less than the trading  value
              of the Company's unrestricted common stock on the measurement date
              of the issuance of the debenture) and one attached  warrant giving
              the holders the right to purchase one share of  restricted  common
              stock (at an  exercise  price of $0.15 per share which was $0.0375
              per  share  less  than  the   trading   value  of  the   Company's
              unrestricted  common stock on the measurement date of the issuance
              of the debenture). The value of the beneficial conversion features
              was computed as the lesser of (1) the value of the warrants or (2)
              total proceeds of the  debentures.  As of the date of the issuance
              of the debenture, the entire proceeds were allocated to additional
              paid- in  capital  and a  corresponding  discount  offsetting  the
              liability under the  debentures.  The discount was fully amortized
              to interest  expense  because  the  debenture  holders  could have
              converted the  debentures  immediately  when the  debentures  were
              issued.  During the year ended December 31, 2000, interest expense
              of $324,488 was  recognized as the result of  amortization  of the
              discount.


                                      -47-

<PAGE>

                                VENTURETECH, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 4 -      CONVERTIBLE DEBENTURE - RELATED PARTY (Continued)

              On  December  1,  2000,  the  Company  cancelled  the  convertible
              debenture from April 3, 2000 (as mentioned  above) and re-issued a
              new convertible  debenture  including the principal  amount of the
              original  debenture  along with accrued  interest  and  additional
              advances totaling $401,099.  The new debenture is convertible into
              restricted  common  stock at $0.06 per share at any time  prior to
              the  maturity  at the sole  option of the  debenture  holder.  The
              debenture was converted into  6,684,983  shares of common stock on
              December 1, 2000. Along with the conversion,  the debenture holder
              received  one  attached  warrant for each share of common stock in
              the  conversion  (6,684,983  warrants).   These  warrants  have  a
              maturity of five (5) years and are exercisable at $0.06 per share.

              The Company  recorded a discount on the new convertible  debenture
              in order to allocate to  additional  paid-in  capital the value of
              the  beneficial   conversion   features  of  the  debenture.   The
              beneficial  conversion  features consist of the debenture holder's
              right to convert the debentures  into units,  each unit consisting
              of one share of restricted  common stock (at a conversion price of
              $0.06  per  share  which  was  equal to the  trading  value of the
              Company's unrestricted common stock on the measurement date of the
              issuance of the  debenture)  and one attached  warrant  giving the
              holders the right to purchase one share of restricted common stock
              (at an  exercise  price of $0.06 per share  which was equal to the
              trading  value of the Company's  unrestricted  common stock on the
              measurement  date of the issuance of the debenture).  The value of
              the beneficial  conversion  features was computed as the lesser of
              (1)  the  value  of the  warrants  or (2)  total  proceeds  of the
              debentures.  As of the date of the issuance of the debenture,  the
              value of the warrants were allocated to additional paid-in capital
              and a  corresponding  discount  offsetting the liability under the
              debentures.  The discount was fully amortized to interest  expense
              because the debenture holders converted the debentures immediately
              when the  debentures  were issued.  During the year ended December
              31,  2000,  interest  expense of $362,203  was  recognized  as the
              result of amortization of the discount.

              On  December  4, 2000,  the  Company  issued  another  convertible
              debenture for advances made to the Company totaling  $25,000.  The
              debenture is convertible into restricted common stock at $0.06 per
              share at any time prior to the  maturity at the sole option of the
              debenture holder.  The debenture was converted into 416,667 shares
              of common  stock on December 4, 2000.  Along with the  conversion,
              the debenture  holder received one attached warrant for each share
              of  common  stock  in the  conversion  (416,667  warrants).  These
              warrants have a maturity of five (5) years and are  exercisable at
              $0.06 per share.

              The Company  recorded a discount on the  convertible  debenture in
              order to allocate to additional  paid-in  capital the value of the
              beneficial  conversion  features of the debenture.  The beneficial
              conversion  features  consist of the debenture  holder's  right to
              convert the  debentures  into units,  each unit  consisting of one
              share of restricted  common stock (at a conversion  price of $0.06
              per share  which was equal to the trading  value of the  Company's
              unrestricted  common stock on the measurement date of the issuance
              of the debenture) and one attached  warrant giving the holders the
              right to  purchase  one share of  restricted  common  stock (at an
              exercise price of $0.06 per share.


                                      -48-

<PAGE>

                                VENTURETECH, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 4 -      CONVERTIBLE DEBENTURE - RELATED PARTY (Continued)

              which was equal to the trading value of the Company's unrestricted
              common  stock  on the  measurement  date  of the  issuance  of the
              debenture).  The value of the beneficial  conversion  features was
              computed  as the  lesser of (1) the value of the  warrants  or (2)
              total proceeds of the  debentures.  As of the date of the issuance
              of the debenture, the entire proceeds were allocated to additional
              paid-in  capital  and  a  corresponding  discount  offsetting  the
              liability under the  debentures.  The discount was fully amortized
              to interest  expense because the debenture  holders  converted the
              debentures immediately when the debentures were issued. During the
              year ended  December  31,  2000,  interest  expense of $25,000 was
              recognized as the result of amortization of the discount.

NOTE 5 -      GOING CONCERN

              The Company's  financial  statements are prepared using  generally
              accepted accounting principles applicable to a going concern which
              contemplates   the   realization  of  assets  and  liquidation  of
              liabilities  in the normal  course of  business.  The  Company has
              incurred losses from its inception  through December 31, 2000. The
              Company does not have a significant established source of revenues
              sufficient  to  cover  its  operating  costs  and to  allow  it to
              continue  as a going  concern.  It is the intent of the Company to
              seek additional financing through private placements of its common
              stock.  This will be  accomplished  through the use of convertible
              debentures.  Management  believes  the funds will more likely than
              not be successfully raised, but there can be no assurance of this.
              Additionally, the Company intends to use the marketable securities
              as additional  cash flow. The Company expects that operations will
              increase  in 2001,  and will  start to  provide  cash  flows  from
              operations  and expansion.  The Company  expects that it will need
              $1,000,000 to $2,000,000 of additional  funds for  operations  and
              expansion in 2001.

NOTE 6 -      STOCK TRANSACTIONS

              On December 28, 2000,  the Company  issued  386,662  shares of its
              common   stock  for   services   at  $0.13  per  share  for  total
              consideration of $50,653.

              On December  11, 2000,  the Company  issued  67,034  shares of its
              common   stock  for   services   at  $0.15  per  share  for  total
              consideration of $10,256.

              On December  1, 2000 and  December  4, 2000,  the  Company  issued
              6,684,987  and  416,667  shares of its  common  stock to a related
              party in settlement of debt of $426,099.


                                      -49-

<PAGE>

                                VENTURETECH, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999


NOTE 6 -      STOCK TRANSACTIONS (Continued)

              On December 31, 1999, the Company issued  1,118,295  shares of its
              common stock as full conversion of the convertible debenture,  and
              a partial exercise of attached  warrants is $0.20 per share (Notes
              4 and 12.)

              On September 30, 1999, the Company issued  4,282,025 shares of its
              common  stock as a  conversion  of a  convertible  debenture.  The
              shares were issued at $0.20 per share (Notes 4 and 12).

              On December 31, 1998,  the Company issued 310,189 shares of common
              stock in settlement of debt at $0.45 per share.

              On June 30, 1998,  the Company issued  1,273,602  shares of common
              stock in settlement of debt at $0.45 per share (Note 3).

              In 1998,  the Company  issued  35,000 shares of common stock as an
              exercise of warrants at $0.25 per share.

              In 1998, the Company issued 4,700,000 shares of common stock as an
              exercise of "B" warrants at $0.03 per share (Note 4).

              On December 31, 1997, the Company issued  3,495,000  shares of its
              common stock in settlement of debt at $0.22 per share (Notes 3 and
              12).

              During 1997, the Company issued  10,500,000 shares of common stock
              as a  conversion  of  a  convertible  debenture  and  exercise  of
              warrants. The shares were issued at $0.03 per share (Note 4).

              On December 31, 1996,  the Company  issued  159,818  shares of its
              common stock in settlement of debt at $1.70 per share (Note 3).

              On September 30, 1996,  the Company  issued  210,050 shares of its
              common stock in settlement of debt at $1.70 per share (Note 3).

              On July 26, 1996,  the Company  issued 80,000 shares of its common
              stock in settlement of debt at $1.70 per share (Note 3).

              On June 30, 1996,  the Company issued 419,086 shares of its common
              stock in settlement of debt at $1.70 per share (Note 3).

              On May 6, 1996, the Company issued  6,000,000 shares of its common
              stock to an  escrow  agent  who was to hold the  shares  until the
              Company is paid  $60,000,000.  This  $60,000,000 was recorded as a
              stock subscription receivable until it was canceled in 1997.

                                      -50-

<PAGE>

                                VENTURETECH, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999


NOTE 6 -      STOCK TRANSACTIONS (Continued)

              During April 1996, the Company issued  2,300,000  shares of common
              stock as a partial  conversion  of a  convertible  debenture.  The
              shares were issued at $0.03 per share and  represented  conversion
              of $69,000 of the initial $175,000 debenture.

              On March 31, 1996, the Company issued 539,172 shares of its common
              stock in settlement of debt at $1.70 per share (Note 3).

              On December 31, 1995,  the Company  issued  210,888  shares of its
              common stock in settlement of debt at $1.70 per share (Note 3).

              On October 31,  1995,  the Company  issued  380,886  shares of its
              common stock in settlement of debt at $1.70 per share (Note 3).

              During 1994, the Company issued 340,000 shares of its common stock
              for cash,  at $0.50  per  share.  The  Company  incurred  costs of
              $67,500 in connection with the stock offering which were offset to
              additional paid-in capital.

              In November  1993,  the  Company  issued  1,500,000  shares of its
              common stock in settlement of debt at $0.012 per share (Note 3).

NOTE 7 -      DISCONTINUED OPERATIONS

              On  March  14,  1996 the  Company  sold  its  subsidiary,  Tessier
              Resources, LTD. (Tessier) to a public shell corporation controlled
              by some of the Company's  shareholders,  Ocean Power (formerly PTC
              Group,  Inc.).  The  consolidated  financial  statements have been
              restated to reflect this  transaction as discontinued  operations.
              Tessier had no revenues  and no income tax benefit was  attributed
              to the  sale.  (Note 8) On March 8,  2001,  the  Company  sold its
              wholly-owned subsidiary EuroAsian E-Casinos International, Ltd. To
              Nexus Marketing. (Note 14).

NOTE 8 -      MARKETABLE SECURITIES

              The  investment  represents  a minor  ownership  interest in Ocean
              Power  of less  than 1% at  December  31,  2000  from  the sale of
              Tessier  Resources,  Ltd.,  whereby Ocean Power gave the Company a
              convertible  debenture with a face value of $3,000,000 in exchange
              for all of the issued and outstanding stock of Tessier  Resources,
              Ltd. The debenture would have matured in four years if it were not
              converted.  The  debenture  is  convertible  at  any  time  before
              repayment into an aggregate of 2,000,000  shares of authorized but
              previously  unissued  shares  of  Ocean  Power  common  stock at a
              conversion  price of $1.50 per share.  The investment was recorded
              at its predecessor  cost of $158,112,  because the sale of Tessier
              was to a  related  party.  Accordingly,  no gain on the  sale  was
              recorded. The investment is being carried at its fair market value
              in  accordance   with  SFAS  No.  115   "Accounting   for  Certain
              Investments in Debt and Equity Securities."


                                      -51-

<PAGE>

                                VENTURETECH, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999


NOTE 8 -      MARKETABLE SECURITIES (Continued)

              As the investment is considered  "trading",  unrealized  gains and
              losses on the  investment  are recognized as components of income.
              At  December  31,  1999,  the  Company  has  converted  all of the
              debenture  into  2,000,000  shares of Ocean Power common stock and
              has deposited those shares with a brokerage house. In August 1999,
              Ocean Power  effected a 1-for-10  reverse stock split.  During the
              year ended  December 31, 2000,  the Company sold 110,000 shares of
              Ocean Power  common  stock and  realized a gain of  $608,034.  The
              Company  also  purchased  10,000  shares of a  separate  unrelated
              company  for  $43,901  which is being  carried at its fair  market
              value in accordance  with SFAS No. 115. At December 31, 2000,  the
              Company had a net unrealized gain of $76,813.

NOTE 9 -      LICENSE FEES

              The fees are amounts paid for software  licenses and the rights to
              use the software related to the Company's  conduct of its Internet
              related gaming.
                                                            December 31,
                                                                 2000
                                                           -----------------
              Softec Systems Caribbean, Inc.               $         100,000
              Accumulated amortization                               (75,000)
                                                           -----------------
              Net amount                                   $          25,000
                                                           =================

              In August of 1998,  Casino World  Holdings,  Ltd.  (CWH) ceased to
              supply  necessary  services  related to its license and  operating
              agreements  with  the  Company.   The  Company  has   subsequently
              questioned CWH's ability to provide an online  interactive  gaming
              system  and  support  services  as  originally   outlined  in  the
              aforementioned agreements.  Consequently, the Company, in its best
              judgment,  has elected to write-off the unamortized portion of its
              paid  investment in the license  agreement a well as the remaining
              unpaid balance of $700,000.  The Company has subsequently  entered
              into a similar  licensing  agreement  with another  third party to
              provide its required gaming  software and transaction  processing.
              As  practicable,  the Company may seek to reclaim a portion or all
              of its investment in CWH through  appropriate legal action.  Based
              upon  consultation  with its  attorney,  the  Company  has accrued
              $100,000 as the estimated cost of settling this liability.

              The Company,  through its subsidiary,  E-Casinos Ltd., has entered
              into an agreement with Softec  Systems  Caribbean,  Inc.  (Softec)
              which will provide  software and  operating  services  relating to
              Internet gaming. Under the terms of the agreement,  E-Casinos Ltd.
              is  required  to  pay a  non-refundable  one-time  license  fee of
              $100,000. Payment of this fee is to be made in accordance with the
              following schedule:

              o    $25,000 upon signing the agreement.

              o    $5,000  thirty-days  from the  acceptance  of the first wager
                   using the licensed software, and

              o    $10,000 per month,  for seven  consecutive  months,  with the
                   first payment  being made 60-days from the  acceptance of the
                   first wager using the licensed software.

                                      -52-

<PAGE>

                                VENTURETECH, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 9 -      LICENSE FEES (Continued)

              The  license  fee  will be  amortized  over a 2-year  period.  The
              Company   began   amortizing   the   license  fee  in  July  1999.
              Amortization  of the license fee for the year ended  December  31,
              2000 was $50,000.

              Through its subsidiary, E-Casinos Ltd., the Company paid an annual
              non-refundable  fee of $100,000 to the government of Antigua for a
              gaming  license.  As the gaming  license  was  granted on July 22,
              1999, it will be amortized over a one-year period beginning August
              1, 1999 Softec.  Amortization  of the gaming  license for the year
              ended December 31, 2000 was $58,333.  The license  expired in July
              2000 and has not been renewed.  E-Casino's subsidiary continued to
              operate as of the date of this audit report.  Funds to pay for the
              original  gaming  license  were  advanced to the Company by Softec
              (Note 10).

NOTE 10 -     NOTES PAYABLE

              In conjunction with the startup of E-Casinos Ltd., the Company was
              required  to pay a yearly  non-refundable  fee of  $100,000 to the
              government  of  Antigua  for a gaming  license.  The funds for the
              gaming  license were advanced to the Company by Softec.  Under the
              terms of the note,  the Company is  obligated  to repay  Softec in
              twelve monthly  installments  of $10,000.  The note payable has an
              effective  interest rate of 20%.  Through  December 31, 2000,  the
              Company  had made  payments  totaling  $60,000 on the note.  As of
              December 31, 2000, the remaining  balance  outstanding on the note
              was  $60,000.  The  Company  did  not  make  all of its  scheduled
              payments in 2000  because of cash flow  difficulties.  The Company
              was in default of its agreement with Softec.  Softec has the right
              to not process any  transactions  which  customers  of the company
              post to its website.

NOTE 11 -     COMMITMENTS AND CONTINGENCIES

              Software Licensing Agreement
              ----------------------------

              In the first quarter of 1999, the Company  entered into a software
              licensing agreement with Softec Systems Caribbean Inc., to provide
              online-gaming   software  and  hardware   services.   The  license
              agreement calls for a commitment by the company to spend a minimum
              of 10% of the  previous  months  net  revenue  (based  on a yearly
              average)  for  ongoing  promotion  and  marketing.  The  marketing
              obligation  only applies to the first 365 days of  operation.  The
              license  agreement also calls for sharing of net revenues based on
              a specific  formula agreed to by the Company and licensor.  As the
              license  agreement  may be terminated by the Company at the end of
              any  one-year  term or by the  licensor at the end of any one-year
              term  subsequent to the first year of the  agreement,  the License
              Agreement is amortized over a two-year period.

                                      -53-

<PAGE>

                                VENTURETECH, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999


NOTE 11 -     COMMITMENTS AND CONTINGENCIES (Continued)

              Consultants
              -----------

              In April 2000,  the Company  entered into an agreement with APTECH
              Limited  (APTECH),   whereby  APTECH  would  provide   development
              services  for a gaming  education  community  portal.  Each  month
              APTECH is to issue the Company an invoice  for a value  equivalent
              to  50%  of  the  value  of  expenses   incurred  in  that  month.
              Additionally, APTECH would issue a demand notice for the remaining
              50% to be paid in the form of equity shares from the Company.  The
              shares to be  received  by APTECH  every  month shall be issued by
              VentureTech  at the  lower of  either an  average  of the  current
              market values,  as reported on NASDAQ,  of its shares on the close
              of the previous 5 trading days before the date of demand notice or
              $1 per share.  The shares are to be issued within 10 days from the
              date of the demand notice.

              In May 2000,  the Company  entered into an agreement  with Wiremix
              Media,  Inc.  (Wiremix),  whereby  Wiremix  would  assist with the
              product  development  done by APTECH as well as the  marketing  of
              Asiacasino.com.  The Company's  obligation is approximately $6,000
              per month for an  initial  period of three  months.  Wiremix  will
              receive  50% of the  invoices  in form of equity  shares  from the
              Company.

              The  Company  currently  pays a  shareholder  $10,000  a month for
              advisory services provided by the shareholder to the Company.

NOTE 12 -     DILUTIVE INSTRUMENTS

              In December  2000,  the Company  approved a convertible  debenture
              totaling $500,000.  The debenture is convertible into "restricted"
              common  stock of the  Company  at  $0.06  per  share  with one (1)
              five-year warrant attached. The Company issued 7,101,654 shares of
              common  stock  as a  conversion  of  the  debenture,  accordingly,
              7,101,654 warrants have been granted.

              In August 1999, the Company granted 360,000 warrants to an officer
              of the  Company at $0.28 per share.  No  compensation  expense was
              recorded at the time of issuance as the  exercise  price was equal
              to the trading price at the time of issuance.  The warrants become
              exercisable over a two-year period with 45,000 warrants vesting at
              the end of each  quarter  over the  two-year  period  provided the
              individual  continues his employment with the Company. The Company
              will  continue to compare the  exercise  price to the market price
              for each  quarter to  determine  whether  there is any  additional
              compensation expense pursuant to a valuation of the warrants using
              the Black Scholes method.

                                      -54-

<PAGE>

                                VENTURETECH, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 12 -     DILUTIVE INSTRUMENTS (Continued)

              In June 1999,  the  Company  granted  595,000  warrants to certain
              individuals,  consultants,  Directors and Officers of the Company.
              These   warrants   were   granted  for   services  or   beneficial
              contributions  to the Company and/or for the expectation of future
              contributions  to the success of the Company.  The  warrants  were
              issued to 15  individuals.  Of the 595,000  warrants,  545,000 are
              exercisable at $0.47 per share and 50,000 are exercisable at $0.61
              per share. No compensation expense was recorded on the issuance of
              warrants  because  the  exercise  price  was  either  equal  to or
              exceeded  the  trading  price at the time of issue.  All  warrants
              expire June 30, 2002.  The grant date was used as the  measurement
              date  because the services  were deemed to have been  completed at
              the grant date. The warrants were fully vested,  fully exercisable
              and non-forfeitable at the grant date.

              In January  1999,  the Company  approved  one or more  convertible
              debentures, totaling no more than $1 million in the aggregate. The
              debentures were convertible into "restricted"  common stock of the
              Company at $0.40 per share with one (1)  four-year  $0.40  warrant
              attached.  This  authorization  was canceled in September  1999 in
              conjunction  with the Company  authorizing a separate  convertible
              debenture for up to $1 million.  This  debenture is convertible at
              $0.20 per share into "restricted" common stock of the Company with
              one (1) five-year  $0.20 warrant  attached.  The Company  recorded
              additional interest expense of $400,000 to reflect the discount on
              the debenture and attached warrants.  Unconverted  balances accrue
              10% interest per annum on a quarterly  basis and all balances must
              be  converted  within two years of the receipt of the funds by the
              Company.

              At December 31,  1999,  the Company  converted  the balance of the
              debenture  into  common  stock as well as $80,064 of the  attached
              warrants.  Total  shares  issued  pursuant to this  debenture  and
              attached warrants as of December 31, 1999 is 5,400,320.

              In April  1998,  the  Company  approved  a private  placement  for
              1,111,111 shares of its common stock with  accompanying  1,111,111
              warrants  at $0.45 per share and  warrants.  All of the  1,111,111
              shares and 472,680  shares from the exercise of warrants have been
              issued.

               In 1998, the Company converted  warrants for 35,000 shares of its
               common stock at $0.25 per share.

              In December 1997, the Company granted 830,000 warrants to officers
              and  shareholders  of which 710,000 are  exercisable  at $0.25 per
              share  and  120,000  are   exercisable  at  $0.50  per  share.  No
              compensation  expense  was  recorded  on the  issuance of warrants
              because the exercise  price exceeded the trading price at the time
              of  issuance.  Additionally,  the  Company  has  reserved  100,000
              warrants for future  issuance.  All warrants  expire  December 29,
              2001. The grant date was used as the measurement  date because the
              services were deemed to have been completed at the grant date. The
              warrants were fully vested,  fully exercisable and non-forfeitable
              at the grant date.


                                      -55-

<PAGE>

                                VENTURETECH, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 12 -      DILUTIVE INSTRUMENTS (Continued)

               In December  1997, the Company  approved a private  placement for
               3,500,000  shares at $0.22 per share.  All but 5,000  shares were
               issued pursuant to this private placement at December 31, 1997.

               In March 1996, the Company authorized 1,000,000 stock options for
               possible  future  allocation to an individual  and his associates
               for their services in raising funds and  completing  projects for
               the  Company.   Issuance  of  these  stock  options  are  at  the
               discretion of the Company's  Board of Directors.  The options are
               exercisable at $6.00 per share which  represented the fair market
               value  of the  stock  at the time of  grant,  with no time  limit
               associated with the allocation. These stock options were canceled
               by the Company on July 23, 1999.

               In June 1995,  the  Company  initiated  a private  placement  for
               1,000,000 shares of its common stock with accompanying  1,000,000
               warrants at $1.70 per share and warrant.  Of the 2,000,000 shares
               which  have  been  issued  pursuant  to this  private  placement,
               591,774 shares were issued in 1995,  while 1,408,126  shares were
               issued in 1996.

               Over the period of May 1994 through  November  1995,  the Company
               granted 1,532,000 warrants to certain  individuals,  consultants,
               Directors  and  Officers  of the  Company.  These  warrants  were
               granted for services or beneficial  contributions provided to the
               Company and/or for the expectation of future contributions to the
               success  of the  Company.  The  warrants  were  issued  to thirty
               individuals  or  organizations  at exercise  prices  ranging from
               $2.50 to $5.75,  which  represented  the fair market value of the
               stock at the time of grant,  and for periods ranging from four to
               five years.  The warrants will be issued to these  individuals or
               organizations  pursuant to a warrant  agreement with the Company.
               The  Company  intends to  register  the shares  underlying  these
               warrants at a time deemed  suitable by  management.  The warrants
               are  conditional  upon the Company  achieving a listing  with the
               NASDAQ stock exchange. Of the 1,532,000 warrants granted, 637,000
               expired on May 31, 1999,  640,000 expired in October and November
               1999,  and 135,000 were canceled by mutual consent of the Company
               and one of its officers on  September  30,  1999.  The  remaining
               120,000  expires on May 18, 2000.  The grant date was used as the
               measurement  date because the  services  were deemed to have been
               completed  at the grant date.  The  warrants  were fully  vested,
               fully exercisable and non-forfeitable at the grant date.


                                      -56-

<PAGE>

                                VENTURETECH, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 12 -      DILUTIVE INSTRUMENTS (Continued)

               A summary of the status of the  Company's  stock  warrants  as of
               December 31, 2000 and changes during the year ending December 31,
               2000 are presented below:
<TABLE>
<CAPTION>
                                                                                 Weighted            Weighted
                                                                                  Average             Average
                                                                                  Exercise          Grant Date
                                                              Warrants               Price           Fair Value
                                                          -----------------  ------------------  -----------------
<S>                                                               <C>        <C>                 <C>
              Outstanding, December 31, 1999                      7,294,680  $             0.26  $            0.00
                  Granted                                         7,201,654                0.06               0.01
                  Expired/Canceled                                 (120,000)               2.50                  -
                  Exercised                                               -                   -                  -
                                                          -----------------  ------------------  -----------------

              Outstanding, December 31, 2000                     14,376,334  $             0.16  $            0.00
                                                          =================  ==================  =================

              Exercisable, December 31, 2000                     14,376,334  $             0.16  $            0.00
                                                          =================  ==================  =================
</TABLE>

               The total  amount of  outstanding  stock warrants at December 31,
               2000 is summarized as follows:
<TABLE>
<CAPTION>
                        Shares                     Price                                 Expiration
                  ------------------               ------------------        -------------------------------

<S>                          <C>                   <C>                                     <C>
                             675,000               $             0.25                      December 29, 2001
                             120,000               $             0.50                      December 29, 2001
                              50,000               $             0.61                           June 3, 2002
                             545,000               $             0.47                          June 30, 2002
                             360,000               $             0.28                           -
                             825,000               $             0.44                       January 27, 2002
                             100,000               $             0.20                        January 3, 2004
                           4,599,680               $             0.20                      September 1, 2004
                           6,684,987               $             0.06                       December 1, 2005
                             416,667               $             0.06                       December 4, 2005
                  ------------------

                          14,376,334
                  ==================
</TABLE>


               FASB Statement 123,  "Accounting  for  Stock-Based  Compensation"
               ("SFAS No.  123"),  requires  the  Company  to  provide  proforma
               information  regarding  net income and net stock  awards had been
               determined  in  accordance  with  the  fair  value  based  method
               prescribed in SFAS No. 123. The Company  estimates the fair value
               of each stock award at the grant date by using the  Black-Scholes
               option  pricing  model  with  the  following   weighted   average
               assumptions used for grants, respectively; dividend yield of zero
               percent for all years;  expected  volatility  of 1.50 percent for
               all years;  risk-free interest rates of 5.75 percent and expected
               lives of 3 - 5 years. Additional expense of $132,409 was recorded
               during  the  year  ended   December  31,  2000  pursuant  to  the
               Black-Scholes  calculation  pertaining  to the fair  value of the
               warrants granted during the year.

                                      -57-

<PAGE>

                                VENTURETECH, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999


NOTE 13 -     NOTE RECEIVABLE

              The Company has advanced $214,977 to Cyberdome Entertainment, Inc.
              with  accrued  interest  at 10% of  $17,814.  The  note  is due on
              demand.  Subsequent to year end, the Company  exchanged  this note
              for  preferred  shares in  Gamecasters,  Inc.  (see Note 14). This
              amount will eliminate in the consolidation  entries after February
              16, 2001.

NOTE 14 -     SUBSEQUENT EVENTS

              Reverse Merger
              --------------

              On February 16, 2001 the Company  completed an agreement  with the
              shareholders  of  Gamecasters,   Inc.   ("Gamecasters")  a  Nevada
              company,  pursuant to which the Company issued  20,000,000  common
              shares,    10,000,000   convertible   preferred   and   20,000,000
              convertible  preferred share warrants to acquire all of the issued
              and outstanding common shares of Gamecasters.

              The Company has authorized 20,000,000 convertible preferred shares
              with a par  value of  $0.001.  Each  share of  preferred  stock is
              entitled to ten (10) votes at a meeting of shareholders, except at
              any meeting in which only  shareholders  of  preferred  shares are
              entitled  to  vote.  The  board  of  directors  may,  at  its  own
              discretion,  declare  dividends  on the  preferred  shares  of any
              amount,  at any time,  without  declaring  dividends  on any other
              class of stock.  The holders of the preferred  shares are entitled
              to  receive  priority  to the  holders  of the  common  shares the
              remaining   property  of  the   corporation  in  the  event  of  a
              liquidation  or wind up. The holders of the  preferred  shares may
              convert  each  share of  preferred  stock into 10 shares of common
              stock at any time for no additional consideration.

              The Company also acquired  4,000,000 of the 10,000,000  issued and
              outstanding  convertible  preferred  shares of Gamecasters  for an
              assignment of a loan and interest receivable of $235,561.

              At the date of  acquisition,  the Company was  undertaking to sell
              its casino  gambling  operations  and was otherwise  substantially
              inactive.  As a result of the accusation,  the former shareholders
              of Gamecasters  acquired 72.9 percent of  VentureQuest as a group.
              Gamecasters is considered  the  accounting  acquirer for financial
              statement purposes.

              Sale of Subsidiary
              ------------------

              On March 8, 2001,  the Company  sold its  wholly-owned  subsidiary
              EuroAsian  E-Casinos  International,  Ltd.  (EuroAsian)  to  Nexus
              Marketing,  Inc. for $350,000  less  accounts  payable and accrued
              liabilities  of $160,000.  Under the terms of the  Agreement,  the
              Company  has agreed to receive  the  $190,000  balance  based on a
              percentage  of  gross   revenues   generated  by  EuroAsian.   All
              operations of EuroAsian have been reclassified as discontinued and
              the assets and  liabilities  of Euro-Asian  have been presented as
              discontinued.


                                      -58-

<PAGE>

                                VENTURETECH, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999


NOTE 14 -     SUBSEQUENT EVENTS (Continued)

              A summary of the discontinued operations is presented as follows:

                                              For the Year Ended
                                                    December 31,
                                     --------------------------------------
                                              2000              1999
                                     ------------------  ------------------

               Sales                 $          169,919  $           29,710
               Cost of sales                     55,341              10,232
                                     ------------------  ------------------

               Gross Margin                     114,578              19,478

               Expenses                         215,231              84,003
                                     ------------------  ------------------

               Net Loss              $         (100,653) $          (64,525)
                                     ==================  ==================

               Loss Per Share        $            (0.00) $            (0.00)
                                     ==================  ==================

              Stock Option Plan
              -----------------

              In  February  2001,  the  Company  increased  the number of shares
              authorized  in its employee  stock  option plan from  3,000,000 to
              13,500,000. Additionally, the Company granted 5,000,000 options to
              officers and  directors  at an exercise  price of $0.06 per share.
              The  options  vest at the rate of 25% per year  with the first 25%
              vesting  immediately.  The options expire 5 years from the date of
              the grant.  8,500,000  options  are  reserved  for future  grants.
              Because  the  Company  applies  the  provisions  of APB No. 25, no
              additional  compensation  expense  will  be  recorded.  Under  the
              provisions of SFAS No.123,  additional proforma expense of $26,236
              would be recognized using the following assumptions:

                            Risk free interest rate                  5.75%
                            Expected life                            5 years
                            Expected volatility                      161.24%
                            Expected dividends                       $0



                                      -59-

<PAGE>

                                VENTURETECH, INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                           December 31, 2000 and 1999

NOTE 15 -     RESTATED FINANCIAL STATEMENTS

              The  following  is the  reconciliation  of the  December  31, 2000
              consolidated  financial  statements as originally  reported to the
              restated December 31, 2000 consolidated financial statements:
<TABLE>
<CAPTION>
                                                      As Reported        As Adjusted      Difference
                                                      -----------        -----------      ----------
<S>                                                   <C>                <C>              <C>             <C>
                  Additional paid-in capital          $ 7,819,537        $ 8,398,819      $ 579,282       (1)

                  Deficit accumulated during
                    the development stage             $(7,543,535)       $(8,122,817)     $(579,282)      (2)

                  Net loss for the
                    year ended
                    December 31, 2000                 $   (458,151)      $(1,037,433)     $(579,282)      (2)

                  Net loss per share                  $      (0.01)      $     (0.03)     $   (0.02)

                  Net loss from inception
                    on January 1, 1986 through
                    December 31, 2000                 $ (7,543,535)      $(8,122,817)     $(579,282)      (2)
</TABLE>


              (1) Difference  represents  a net increase to  additional  paid-in
                  capital  due to a change in the method of  reporting  warrants
                  issued  with  debt  instruments  (convertible  debentures)  in
                  accordance with EITF No. 00-27.

              (2) Difference  representing  the  immediate  amortization  of the
                  conversion  discounts  (see item (1) above and Note 4) because
                  the debentures were convertible immediately.

                                      -60-

<PAGE>



Item 8.  Changes  in  and  Disagreements  with  Accountants  on  Accounting  and
         Financial Disclosure

         There have been no changes in or disagreements with accountants.

                                    PART III

Item 9.  Directors and Executive Officers of the Registrant

              The current Executive Officers and Directors of the Company are as
follows:

             Name                       Age            Position
             ----                       ---            --------
     Kenneth F. Fitzpatrick              59            President, and Director
     William D. Baker                    51            Chief Executive  Officer,
                                                        Secretary and Director
     Eric Hutchingame                    42            Chairman and Director

         Please note that  effective as of February  12, 2001,  Craig J. Bampton
resigned as Vice President and a director,  G. Michael Cartmel  resigned as Vice
President  and a  director,  and Alyssa J.  Bampton  resigned as  Secretary.  On
February  16,  2001,  William D. Baker and Eric  Hutchingame  were  appointed as
directors.

         All directors hold office until the next annual meeting of stockholders
and until their successors have been duly elected and qualified.  Directors will
be elected  at the annual  meetings  to serve for one year  terms.  There are no
agreements  with  respect to the  election  of  directors.  The  Company has not
compensated its directors for service on the Board of Directors or any committee
thereof.  Any  non-employee  director of the  Company  shall be  reimbursed  for
expenses  incurred for  attendance at meetings of the Board of Directors and any
committee of the Board of  Directors.  The  Executive  Committee of the Board of
Directors,  to the extent permitted under Idaho law,  exercises all of the power
and  authority of the Board of Directors in the  management  of the business and
affairs  of the  Company  between  meetings  of the  Board  of  Directors.  Each
executive  officer is appointed by and serves at the  discretion of the Board of
Directors.

         None of the  officers  and/or  directors  of the Company are  currently
officers  or  directors  of any  other  publicly  traded  corporation.  With the
exception of Mr.  Hutchingame,  none of the directors,  officers,  affiliates or
promoters of the Company have filed any bankruptcy  petition,  been convicted in
or been the subject of any pending criminal  proceedings,  or the subject or any
order,  judgment,  or decree  involving  the  violation  of any state or federal
securities laws within the past five years. In 1996, Mr. Hutchingame was working
to  restructure  172230  Canada Inc.,  (carrying on business as  Uniteleson),  a
developer  of  intelligent  communication  systems for the health and  education
markets.   Mr.  Hutchingame  had  provided  personal  guarantees  on  behalf  of
Uniteleson and when the business  failed,  he was petitioned  into bankruptcy by
creditors.  Mr.  Hutchingame  was granted an absolute  discharge  on February 8,
1998.

         The business  experience of each of the persons listed above during the
past five years is as follows:

         Kenneth F. Fitzpatrick.  Mr.  Fitzpatrick  joined the Company in August
1995 as the President, Chief Executive Officer and Director. Mr. Fitzpatrick has
over 30 years of experience in the investment business. For the past nine years,
Mr.  Fitzpatrick  has owned and operated the VanSan Group of San  Francisco,  an
investment  banking and corporate  financing  firm doing  business in the United
States and Canada.  During the past three years,  Mr.  Fitzpatrick  has been the
only employee of VanSan and it has had only nominal revenues. For the past three
years,  Mr.  Fitzpatrick has been a Vice President and provided  executive level
services to Turbodyne  Technologies,  Inc., a leading engineering company in the
design and  development  of charging  technology to enhance the  performance  of
internal combustion engines.  Turbodyne is a public company with annual sales of
approximately  $50  million  in 1999.  Mr.  Fitzpatrick  holds a B.S.  degree in
Business from Babson College in Wellsley, Massachusetts.

         William D. Baker,  C.A. Mr. Baker joined the Company as a consultant in
August 1999 and became Vice President and Chief  Financial  Officer on September
1, 1999. On May 1, 2000, Mr. Baker  relinquished his position as Chief Financial
Officer and became Chief  Executive  Officer,  and on February 16, 2001,  he was
appointed as a director. Mr. Baker has experience in finance and operations with
early stage, high growth technology  companies who serve international  markets.
He has been C.F.O./C.O.O. for a number of startups including Cardlink Worldwide,
Inc. a private data networking company with operations in Brazil,  PopMedia Ltd.

                                      -61-

<PAGE>

a  specialty   media   company  in  North   America,   and   Bynamics   Inc.,  a
telecommunications  manufacturer with international  operations.  His experience
includes two years as Vice President for Bytec Management  Corporation.,  a high
technology  venture  capital  firm and  several  years,  from  1994 to 1999,  as
Principal  Consultant for Willabeth  Capital Corp., a firm which  specializes in
business planning and early stage financing of high growth technology companies.
Willabeth  Capital  was formed in 1976 and has  operated  since that time with a
staff that has varied between one and five persons. Mr. Baker is a member of the
Canadian  Institute  of  Chartered  Accountants  and the  Institute of Chartered
Accountants  of  British  Columbia  and  is  a  Commerce  graduate  from  McGill
University. Mr. Baker is the founder of Willabeth Capital Corporation, a private
Canadian  company that provides  management  consulting  services to early-stage
high growth potential businesses. His assignments have included high technology,
telecommunications,   manufacturing  and  publishing.  Since  these  firms  were
primarily early stage development entities, they generally did not have material
revenues  during his tenure with the firms.  Mr. Baker provided Chief  Financial
Officer services to Cardlink  Worldwide,  Inc., a development stage company with
capitalization  of  approximately  $6 million (US), in 1998 and 1999.  Mr. Baker
also  provided  Chief  Operating  Officer  services to Peaksoft  Corporation,  a
publicly listed company trading on the Alberta  Exchange and the Nasdaq SmallCap
Stock Market, in 1996 and 1997. Sales for fiscal years 1996 and 1997 amounted to
$784,000 (CND) and $1,340,000 (CND), respectively.

         Eric  Hutchingame.  Mr.  Hutchingame  joined the Company in February of
2001 and currently serves as Chairman of the Board. Mr.  Hutchingame also serves
as Chief  Executive  Officer of  Gamecasters,  Inc., a Nevada  corporation  that
recently became a subsidiary of the Company. Mr. Hutchingame joined the Canadian
Institute of Marketing in 1983 and has served that organization as National Vice
Chairman,  Membership and  Accreditation He also has over 15 years of experience
in developing,  and marketing  proprietary  products on a global basis for early
stage  companies  who  serve  international   markets.  This  activity  included
directing  a  technology  transfer  program  to Mexico in  partnership  with the
Canadian  Government's  International  Development  Agency to  upgrade a Mexican
manufacturing facility to North American Standards.  For the last 5 years he has
served as the  President of  Hutchingame  Growth  Capital,  a division of 888258
Ontario Ltd.,  ("HGC") a Canadian firm owned by Mr.  Hutchingame and his family.
HGC specializes in  restructuring  companies with high growth potential that are
financially  under-achieving.  HGC  operates  as a  lender  of last  resort  and
merchant  banker for the  client  companies  it  restructures.  Mr.  Hutchingame
graduated from Algonquin  College's Three Year Business  Administration  Program
(Marketing) in 1978.  While  attending  Algonquin  College Mr.  Hutchingame  was
appointed  to the Board of  Governors  as an  Ex-Officio  Member and  elected as
President of the Students' Union.

         Other Key Persons

         Arthur Rosenberg.  Mr. Rosenberg joined the Company in February 1996 as
its  Chief  Operating  Officer  and  Chief  Financial  Officer.  Pursuant  to  a
consolidation  of the  Company's  operations  in  Vancouver,  BC, Mr.  Rosenberg
resigned on September 30, 1999 and has agreed to provide consulting and advisory
services to the Company on a mutually  agreeable basis. Mr. Rosenberg has been a
high- profile  individual in the on-line  gaming  industry and has served on the
board of directors of the Interactive Gaming Council,  the trade association for
the industry. Mr. Rosenberg has also been invited to provide testimony on behalf
of the  industry at United  States  government  hearings,  such as the  National
Gambling  Impact  Study  Commission.  Since  1992,  Mr.  Rosenberg  has  been an
independent  corporate  consultant  offering  his clients  advice on  financial,
strategic,  investment and operational matters. From 1992 to 1996, Mr. Rosenberg
was the  Chief  Operating  Officer  and Chief  Financial  Officer  of  LottoFone
Incorporated,  a company  located  in  Alexandria,  Virginia  seeking to provide
telephone based wagering capabilities to state and international  lotteries. Mr.
Rosenberg  is a  graduate  of  Northeastern  University  with a B.A.  degree  in
chemistry and also earned a M.B.A. in management from Boston College.

Section 16(a) Beneficial Ownership Reporting Compliance

         Each of the  Company's  officers  and  directors  is  required  to file
certain forms and reports reporting their beneficial  ownership during and after
the end of the fiscal  year.  Certain of these  reports  have not been filed the
reports  will  be  prepared  and  submitted  to  the   Securities  and  Exchange
Commission.

Item 10. Executive Compensation

         The  Company  does  not  have a  bonus,  profit  sharing,  or  deferred
compensation plan for the benefit of its employees, officers or directors. As of
December 31,  2000,  no employee of the Company has earned in excess of $100,000
per annum.


                                      -62-

<PAGE>

         The  following  table  sets  forth  all cash  compensation  paid by the
Company for services rendered to the Company for the fiscal years ended December
31, 2000 and 1999 to the  Company's  Chief  Executive  Officer and former  Chief
Operating  Officer.  No  executive  officer of the  Company  has earned a salary
greater than $100,000 annually for the period depicted.
<TABLE>
<CAPTION>
                                Summary Compensation Table
                                                                              Other            All
                                                                             Annual          Other
Name and                                                                    Compen-      Compen-
Principal Position                Year         Salary            Bonus        sation          sation
------------------                ----         ------            -----        ------          ------
<S>                              <C>           <C>               <C>          <C>            <C>
William Baker,                   2000          $79,200           $ -0-        $  -0-         $   -0-
C.E.O.

Kenneth Fitzpatrick,             2000          $  -0-            $ -0-        $  -0-         $   -0-
President, C.E.O.                1999             -0-              -0-           -0-             -0-
                                 1998             -0-              -0-           -0-             -0-

Arthur Rosenberg,(1)             2000          $  -0-             $-0-        $  -0-         $   -0-
C.O.O. and C.F.O.                1999           60,500             -0-         2,700          27,250
                                 1998           72,000             -0-         4,059            -0-

---------------
         (1)      On October 1, 1999, the board of directors granted a severance
                  payment  to  Mr.   Rosenberg   of  $25,000   payable  in  four
                  installments  beginning in November  1999 and ending  February
                  2000.
</TABLE>

         The   preceding   table  does  not  include  any  amounts  for  noncash
compensation,  including  personal  benefits,  paid to the Company's  C.E.O.  or
C.O.O.  The  Company  believes  that the  value  of such  noncash  benefits  and
compensation  paid to Messrs.  Fitzpatrick  and  Rosenberg  during  the  periods
presented  did not exceed the lesser of $50,000 or 10% 0f the cash  compensation
reported for them.

Employment Agreements

         As of the date thereof, the Company has not entered into any employment
contracts with any of its employees,  officers or directors, nor has the Company
had a bonus,  profit sharing,  or deferred  compensation plan for the benefit of
its  employees,  officers or directors.  The Company has,  however  entered into
certain  consulting  agreements for the services of Mr. Eric Hutchingame and Mr.
William  Baker and has from time to time granted  various stock options to them.
Mr. William Baker's (C.F.O.)  employment offer letter from the Company specifies
a thirty day notice of  termination  and  provides  for the exercise of warrants
(see table above) on an earned basis,  but was superceded by the  aforementioned
consulting agreement.

Consulting Agreements

         From 1996 through  mid-first  quarter 2001,  Victor Jung, the Company's
former Vice President of Technology,  provided technical monitoring and guidance
services related to the Company's online gaming  technology.  In March 2001, Mr.
Jung  consulting  services  were  terminated  in  conjunction  with  the sale of
E-Casinos International. Mr. Jung was deemed to be an independent contractor and
was paid a flat fee of $6,000 per calendar  month during his tenure.  Mr. Jung's
agreement was subject to  termination at the Company's  discretion  with fifteen
days notice.

         On October 1, 1999,  the Company  entered into a  consulting  agreement
with  Mr.  Rosenberg.  The term of the  agreement  is for one  year,  but may be
renewed by the mutual  consent of the parties.  Either party may  terminate  the
agreement  by giving seven days  written  notice to the other  party.  Under the
terms of the agreement,  Mr. Rosenberg is deemed to be an independent contractor
and performs  such  services as the Company  requires on a  week-to-week  basis.
These services  primarily  include  advising  management on corporate and online
gaming  industry  matters.  Mr.  Rosenberg  does not have any  authority to sign
contracts,  notes,  obligations,  or to make any material purchases on behalf of
the Company without the express  written  consent of the Company.  For the first
month of the agreement,  Mr.  Rosenberg  received cash  compensation  of $6,707.
Thereafter,  Mr.  Rosenberg is paid $50.00 for each hour of work performed under
the  agreement.  Mr.  Rosenberg is also  reimbursed for  out-of-pocket  expenses
associated  with his duties under the agreement.  There are no guaranteed  hours
authorized under the agreement.


                                      -63-

<PAGE>


         The Company has also entered into a Memorandum  of  Understanding  with
Aptech Worldwide, Inc. ("Aptech"), a website development and e-commerce B2B firm
located  in India.  The intent of the  Memorandum  is to  ultimately  develop an
Internet  gaming  portal  (WinJunction)  to  provide   information,   education,
resources,  and  recommendations  for online gaming. The site will not offer any
"gambling for real money"  features to prospective  members or visitors.  Aptech
has agreed to provide its  development  and R&D services for the  equivalent  of
$5,000  (CDN) per  man-month  of work  performed.  Aptech has further  agreed to
accept  payment,  half  in  cash  and  half  in the  equivalent  authorized  but
previously  unissued  securities of the Company.  The agreement  with Aptech was
entered on April 21, 2000 and the Company  issued  386,662  shares of its common
stock at $0.13 per share for consideration of $50,750 in services provided.  The
Company also paid $40,250 in cash with an  outstanding  balance of $10,500 to be
paid upon acceptance of work performed.

         On July 28, 2000 the Company  entered into a consulting  agreement with
Hutchingame Growth Capital, ("HGC") a division of 888258 Ontario Ltd., a company
owned by Eric  Hutchingame and his family.  The term of the agreement is for one
year commencing September 1, 2000 an is renewed on an annual basis unless either
party terminates the agreement.  Under the terms of the agreement, HGC is deemed
to be an  independent  contractor  and  performs a range of  services  including
strategic   planning,   research  and  evaluation  of  business   opportunities,
evaluation and advice  regarding  strategic  alliances and evaluation and advice
regarding potential acquisitions. Under the terms of the agreement, HGC receives
compensation  at the rate of $10,000  per month and is  reimbursed  for  actual,
reasonable  out-of- pocket  expenses.  The agreement was entered into before Mr.
Hutchingame  became an affiliate of the Company,  and did not terminate when Mr.
Hutchingame became an officer and director of the Company.

         In connection with its  acquisition of Gamecasters,  the Company has an
understanding  with Tim McRae,  chief  architect  and developer of the CyberTrak
Software,  to provide  on-ongoing  development  efforts on CyberTrak and to also
provide  guidance  on  technology  matters  related  to the  Company's  business
development.  Mr. McRae  receives  $5,000 (CDN) per month for his services.  The
Company intends to enter into a more formal development and consulting agreement
with Mr. McRae in the near future.

Item 11. Security Ownership of Certain Beneficial Owners and Management

         The following  table sets forth  information,  to the best knowledge of
the Company,  as of  August 31, 2001 with respect to each person known by
the Company to own  beneficially  more than 5% of the outstanding  Common Stock,
each director and all directors and officers as a group.

 Name and Address                       Amount and Nature of           Percent
of Beneficial Owner                     Beneficial Ownership         of Class(1)
--------------------                    --------------------         -----------
Eric Hutchingame*                             98,252,000(2)              66.5%
  1055 West 14th Street
  Suite 500
  North Vancouver,
  B.C. V7P 3P2
William D. Baker*                                725,000(3)               1.1%
  4588 Teviot Place
  North, Vancouver, BC,
  Canada V7R 4M5
Kenneth F. Fitzpatrick*                        1,000,000(4)               1.5%
  709 Park Lane
  Santa Barbara, CA.  93108
Venture Investment Group                      10,877,920(5)              15.3%
Riva Caccia 1A
  Lugano, Switzerland
888258 Ontario Ltd.                           13,206,000(6)              17.2%
  470 Newlands Drive
  W. Vancouver, BC.
All directors and executive
  officers as a group                        113,183,000(7)              70.8%
------------------
          *       Director and/or executive officer
Note:    Unless otherwise indicated in the footnotes below, the Company has been
         advised  that each person  above has sole voting  power over the shares
         indicated above.


                                      -64-

<PAGE>

         (1)      Based upon  65,801,194  shares of common stock  outstanding on
                  August 31, 2001,  but does not take into  consideration  stock
                  options owned by certain officers,  directors and/or principal
                  shareholders entitling the holders to purchase an aggregate of
                  99,528,960  shares  of common  stock  and which are  currently
                  exercisable.  Therefore,  for  purposes  of the  table  above,
                  165,330,154 shares of common stock are deemed to be issued and
                  outstanding  in  accordance  with Rule  13d-3  adopted  by the
                  Securities  and  Exchange   Commission  under  the  Securities
                  Exchange  Act of 1934,  as amended.  Percentage  ownership  is
                  calculated  separately  for each  person  on the  basis of the
                  actual number of  outstanding  shares as of March 15, 2001 and
                  assumes the exercise of stock options held by such person (but
                  not by anyone else) and exercisable within sixty days.

         (2)      Includes  81,460,000  shares which may be acquired through the
                  conversion of 8,146,000  preferred shares (convertible into 10
                  common  shares  each)  held in  trust by Mr.  Hutchingame  and
                  various family members.  He also holds  2,000,000  5-year term
                  stock  options  exercisable  at a rate  of  25%  per  year  of
                  service,  with  immediate  vesting  of  500,000  options at an
                  exercise price of $.06.
         (3)      Includes  225,000  shares  which may be acquired by Mr.  Baker
                  pursuant  to  the  exercise  of  warrants   exercisable  on  a
                  quarterly  basis from  December 1, 1999  through  September 1,
                  2001.  He is also entitled to options to acquire an additional
                  135,000  shares  which have not  vested and are not  currently
                  exercisable.  Mr. Baker also holds 2,000,000 5-year term stock
                  options exercisable at a rate of 25% per year of service, with
                  immediate  vesting of 500,000  options at an exercise price of
                  $.06 expiring on February 22, 2006.
         (4)      Includes   150,000   shares  which  may  be  acquired  by  Mr.
                  Fitzpatrick  pursuant to the exercise of warrants  exercisable
                  at various prices and expiring  during the period December 29,
                  2001  through  June  30,  2002.  Mr.  Fitzpatrick  also  holds
                  1,000,000  5-year term stock options  exercisable at a rate of
                  25% per year of  service,  with  immediate  vesting of 250,000
                  options at an exercise  price of $.06 expiring on February 22,
                  2006.

         (5)      Includes 5,438,960 warrants  exercisable at various prices and
                  expiring  during the period  September 1, 2004 and December 1,
                  2005. G. Brian Longpre,  Lugano,  Switzerland,  formerly of
                  Nassau,   Bahamas,  is  the  nominee  of  record  for  Venture
                  Investment Group.

         (6)      Includes  11,005,000  shares which may be acquired through the
                  conversion of 1,100,500  preferred shares (convertible into 10
                  common shares each).  Mr.  Hutchingame is a principal owner of
                  888258 Ontario Ltd.
         (7)      Includes  83,085,000  shares  which  may  be  acquired  by the
                  Company's  directors  or  executive  officers  pursuant to the
                  conversion  of  preferred  stock and the  exercise of warrants
                  and/or  stock  options   exercisable  at  various  prices  and
                  expiring during the period December 29, 2001 through  February
                  22, 2006. Also includes the holdings of 888258 Ontario Ltd. of
                  which Mr. Hutchingame is a principal owner, and the 11,005,000
                  shares which may be acquired by 888258  Ontario  Ltd.  through
                  the conversion of preferred shares.

Item 12. Certain Relationships and Related Transactions

         There  have  been no  transactions  during  the past two  fiscal  years
between the Company and any officer, director, nominee for election as director,
or any  shareholder  owning  greater  than five  percent  (5%) of the  Company's
outstanding  shares,  nor  any  member  of  the  above  referenced  individuals'
immediate family, except as set forth below.

         On April 1, 2001, the Company entered into a consulting  agreement with
Willabeth Capital  Corporation,  a private company owned by Mr. William Baker, a
related  party,  for the  advisory  and  management  services  of Mr.  Baker  in
connection  with his position as President  and Chief  Financial  Officer of the
Company.  The  agreement  expires on March 31, 2002 and may be extended with the
mutual  consent of both  parties.  The Company  compensates  Mr. Baker $11,000 a
month for services.

         On February 16, 2001, the Company completed the purchase of Gamecasters
which was founded Eric Hutchingame, the Company's current Chairman.  Gamecasters
had acquired  certain video games and equipment and had entered into a long-term
revenue sharing agreement with Cyberdome in exchange for the use of Gamecasters'
equipment.  Gamecasters also acquired marketing rights,  know-how,  intellectual
property and  technology  that were deemed  essential for growing an interactive
entertainment  enterprise.  At the time of the acquisition,  Mr. Hutchingame was
not a shareholders or director of the Company however, a company which he has an
ownership  position  in, HGC, had a consulting  contract  with the Company.  Mr.
Hutchingame  carried  out  all  negotiations  with  the  Company  on  behalf  of
Gamecasters shareholders.


                                      -65-

<PAGE>

         Neither the Company nor Gamecasters  shareholders  employed a financial
adviser for the  transaction.  All the  shareholders  of  Gamecasters  were arms
length parties to the Company and the valuation of  Gamecasters  was carried out
by Company management.  The value of Gamecasters,  a privately held corporation,
was based on a mixture  of the  physical  assets  owned,  the  present  value of
discounted  cash  flows,  present  value of  discounted  the cash flow of income
forecasts and the value of the proprietary software.

         The Company occupies facilities in Vancouver, B.C. that are leased from
Pulverizer Systems,  Inc.  ("Pulverizer"),  a subsidiary of Tessier.  Pulverizer
also provides  certain  bookkeeping and accounting  services to the Company on a
contract  basis.  Craig J.  Bampton,  former Vice  President and director of the
Company, is also Vice President of Tessier and President of Pulverizer.

         On December 28, 2000, the Company  authorized the conversion of $50,750
in equivalent  services into 386,662  shares of authorized  but unissued  common
shares of the  Company's  common  stock . The shares  were  issued at an average
conversion  price of $ 0.131  pursuant to a  Memorandum  of  Understanding  with
Aptech Worldwide,  Inc., an Indian company, for software development support and
expertise.

         On December 11, 2000, the Company  authorized the conversion of $10,250
in equivalent  services into 67,034  shares of  authorized  but unissued  common
shares of the Company's stock.  The shares were issued at an average  conversion
price of $0.153 pursuant to a  marketing/research  agreement with Wiremix Media,
Inc., a Vancouver, BC, based company.

         On  January  3,  2000,  the  directors  of  the  Company  authorized  a
convertible  debenture for up to $500,000 to VanAus Investments Ltd.  ("VanAus")
with  respect to  prospective  funds to be  advanced to the Company in the first
quarter  of 2000.  On April 3,  2000,  the  Company  issued an  interest-bearing
debenture for $ 324,488 to VanAus,  not including accrued interest of $6,752. On
December 1, 2000,  the Company  authorized a replacement  debenture for $500,000
that rescinded the prior debenture,  rolled- over previously  advanced funds and
accrued  interest and provided for the remaining  balance to be forwarded to the
Company within 45 days. At December 1, 2000 the total  principal and interest on
the debenture  totaled $401,098 and VanAus effected full conversion on that day.
The  conversion  strike  price was also  adjusted to reflect  the closing  price
($0.06) of the  Company's  common stock on the date of issuance.  On December 4,
2000  $25,000  was  further  advanced by VanAus and  immediately  converted.  In
addition,  $83,000  was  advanced  to the  Company on January 8, 2001,  of which
$73,901 counted to toward the $5000,000  debenture  limit.  That amount was also
converted on January 8, 2001. The total amount of shares converted  against this
debenture was 7,101,654 in year 2000 and 1,231,679 in year 2001.

         During  1999,  the Company  granted  warrants to certain  officers  and
directors.  The warrants were issued in consideration for services rendered,  or
expected  to be  rendered,  to the  Company.  No  compensation  expense has been
recorded as the option  price  exceeded the fair market value of the shares when
the options were issued.

         In August  1999,  the Company  granted  360,000  warrants to William B.
Baker,  Vice  President  and newly  appointed  Chief  Financial  Officer  of the
Company, with an exercise price of $0.28 per share as an employment  inducement.
The warrants  become  exercisable  over a two-year  period with 45,000  warrants
vesting at the end of each quarter over the two-year  period,  provided that the
Mr. Baker continues his employment with the Company.  At the time of issuance of
the  warrants,  the market  price of the  Company's  common  stock was $0.28 per
share.

         In June 1999, the Company granted an aggregate of 595,000 warrants to a
group of 15 persons that had provided  various  services and  performed  certain
consulting activities for the Company,  including directors and officers. Of the
595,000  warrants,  545,000 "A" warrants are  exercisable  at forty- seven cents
($0.47) per share and 50,000 "B" warrants  are  exercisable  at sixty-one  cents
($0.61 per share). At the time of issuance of the"A" warrants,  the market price
of the Company's  common stock was $0.47 per share,  and at the time of issuance
of the "B Warrants,  the price was $0.61 per share. All warrants expire June 30,
2002.  The  following   directors  and  officers  received   warrants:   Kenneth
Fitzpatrick  (75,000  warrants  exercisable  at $0.47);  Craig  Bampton  (50,000
warrants  exercisable at $0.47); G. Michael Cartmel (50,000 warrants exercisable
at $0.47);  Alyssa Bampton (25,000  warrants  exercisable at $0.47);  and Arthur
Rosenberg  (150,000  warrants  exercisable  at  $0.47).  No  warrants  have been
exercised as of the date hereof.

         In January 1999, the Company granted 825,000  warrants to a group of 11
persons that had provided  various  services and  performed  certain  consulting

                                      -66-

<PAGE>

activities for the Company,  including directors and officers.  All warrants are
exercisable at a price of forty-four  cents ($0.44) per share and expire January
27,  2002.  At the time of issuance  of the  warrants,  the market  price of the
Company's common stock was $0.44 per share. The following directors and officers
received warrants:  Kenneth Fitzpatrick (50,000 warrants  exercisable at $0.44);
Craig Bampton (50,000 warrants exercisable at $0.44); G. Michael Cartmel (50,000
warrants  exercisable at $0.44);  Alyssa Bampton (25,000 warrants exercisable at
$0.44);  and Victor Jung (100,000  warrants  exercisable at $0.44).  No warrants
have been exercised as of the date hereof.

         In 1994, the Company entered into a verbal recurring monthly consulting
agreement  with  Barry G.  Bampton.  His  consulting  services  on behalf of the
Company  covered  four  primary  categories:  (i)  financing  activities;   (ii)
identification  of  technology  and business  opportunities;  (iii)  promotional
support; and (iv) liaison to the brokerage community. The Company was paying Mr.
Bampton  $12,000  per month for his  services.  On June 15,  2000,  Mr.  Bampton
advised the Company that he would no longer be in a position to provide  regular
consulting services to the Company after June 30, 2000.

         Among the services provided to the Company,  Mr. Bampton introduced the
Company to a variety of domestic and  international  investors  and entities for
private financing of the Company's business  operations.  These efforts resulted
in the raising of over $6.4 million for the Company since 1994.  Mr. Bampton was
also instrumental in locating PWRE as a potential buyer of the Company's Tessier
subsidiary.  The  subsequent  sale of Tessier  resulted  in the  Company  owning
200,000 shares of PWRE common stock, of which 95,000 shares have been sold for a
value of over $620,000.

         Mr. Bampton was the original source in identifying  on-line gaming as a
viable  business  opportunity  for the  Company.  He assisted in the location of
prospective technology partners for the implementation of the Company's business
strategy (e.g. Startnet  Communications and Casino World Holdings).  Mr. Bampton
also assisted in uncovering  prospective  business  alliance partners in various
international  jurisdictions.  Further,  he was  instrumental in introducing the
Company to several  broker-  dealers,  many of which became market makers in the
Company's common stock.

         Mr. Bampton's  assisted the Company in developing  effective  corporate
literature   information  for   dissemination   to  prospective   investors  and
institutions.  He worked with various media  companies to help develop a sizable
investor base through  informative  mailings and financial  media  outlets.  Mr.
Bampton  coordinated  the  design  and  production  of  most  of  the  Company's
promotional materials. Mr. Bampton is the beneficial owner of Enterprise Capital
that has  provided  funding to the Company  for more than five years.  He is the
brother of Craig J. Bampton,  Vice President and a director of the Company,  and
the father of Alyssa J. Bampton, Secretary of the Company.

         The Company occupies facilities in Vancouver, B.C. that are leased from
Pulverizer  Systems,  Inc.  ("Pulverizer"),  a subsidiary  of Tessier.  Craig J.
Bampton,  former  Vice  President  and  director  of the  Company,  is also Vice
President of Tessier and President of Pulverizer.

         The Company  believes that the terms of the agreements and transactions
depicted above are fair and reasonable and are  essentially  equivalent to terms
that could have been negotiated with unaffiliated parties.




                                     PART IV

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

         (a)      Exhibits

    Exhibit No.          Exhibit Name
    -----------          ------------
          3.1(1)  Articles of Incorporation and Amendments
          3.2(1)  By-Laws of Registrant
          4. (1)  See Exhibit No. 3.1,  Articles of Incorporation  Article V and
                  amendments thereto
         10.1(2)  Offer to Shareholders of Gamecasters, Inc.
         10.2(2)  Asset Usage and Revenue Share Agreement
         10.3(3)  Share Purchase Agreement
         21.1(4)  Subsidiaries
         10.1(1)  Software License Agreement

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

                                      -67-

<PAGE>

         (1)      Previously filed as Exhibit to Form 10-SB.
         (2)      Previously  filed as  Exhibit to Form 8-K dated  February  16,
                  2001
         (3)      Previously filed as Exhibit to Form 8-K dated March 8, 2001
         (4)      Previously  files as Exhibit to Form 10-KSB for the year ended
                  December 31, 2001
         (b)      No Form  8-K  was  filed  for the  three  month  period  ended
                  December 31, 2000.


                                      -68-

<PAGE>

                                   SIGNATURES

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

                                   VENTUREQUEST GROUP, INC.


                                   BY: /S/ WILLIAM D. BAKER
                                      ---------------------
                                           William D. Baker
                                           President and Chief Executive
                                           Officer
                                           DATE:  October 19, 2001

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



                                   BY: /S/ WILLIAM D. BAKER
                                      ---------------------
                                           William D. Baker
                                           President, Chief Financial Officer
                                           and Director
                                           Principal Accounting Officer
                                           DATE:   October 19, 2001



                                   BY:  /S/ KENNETH F. FITZPATRICK
                                      ----------------------------
                                            Kenneth F. Fitzpatrick
                                            Director
                                            DATE:  October 19, 2001



                                   BY: /S/ ERIC HUTCHINGAME
                                      ---------------------
                                           Eric Hutchingame
                                           Chairman, Chief Executive Officer
                                           and Director
                                           DATE:  October 19, 2001


                                      -69-