SECURITIES AND EXCHANGE COMMISSION
                             Washington, D. C. 20549

                                    Form 20-F


[_]      Registration  Statement  pursuant  to  Section  12(b)  or  12(g) of the
         Securities Exchange Act of 1934;

[X]      Annual  Report  pursuant  to  Section  13 or  15(d)  of the  Securities
         Exchange Act of 1934.
                  For the fiscal year ended: December 31, 2002

[_]      Transition  Report  pursuant  to Section 13 or 15(d) of the  Securities
         Exchange  Act of  1934.
                  For the transition period from _______ to ________


Commission file number:
                       -------------


                         OXFORD SOFTWARE DEVELOPERS INC.
                         -------------------------------
             (Exact name of registrant as specified in its charter)

                                 Not Applicable
                 (Translation of Registrant's name into English)

                                 Ontario, Canada
                                 ---------------
                 (Jurisdiction of incorporation or organization)

                            1315 Lawrence Avenue East
                                    Suite 520
                                Toronto, Ontario
                                 Canada M3A 3R3
                    (Address of principal executive offices)

Securities  registered  or to be  registered  pursuant  to Section  12(b) of the
Exchange Act: None.
              -----

Securities  registered  or to be  registered  pursuant  to Section  12(g) of the
Exchange Act:
         Title of Class: Common Stock, no par value
                         --------------------------

Securities for which there is a reporting  obligation  pursuant to Section 15(d)
of the Act: None.
            -----

The number of outstanding shares of the issuer's common Stock as of December 31,
2002: 19,770,100

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days: Yes X  No
                                      ---   ---

Indicate by check mark which financial statement item the registrant has elected
to follow: Item 17    Item 18 X
                  ---        ---


<PAGE>

                                TABLE OF CONTENTS
                                                                            Page
                                     PART I
Item 1.   Identity of Directors, Senior Management and Advisers               *
Item 2.   Offer Statistics and Expected Timetable                             *
Item 3.   Key Information                                                     3
            Selected Financial Data                                           3
            Capitalization and Indebtedness                                   *
            Risk Factors                                                      4
Item 4.   Information on the Company                                         12
            History and Development of the Company                           12
            Business Overview                                                13
            Property, Plants and Equipment                                   17
Item 5.   Operating and Financial Review and Prospects                       18
            Operating Results                                                18
            Liquidity and Capital Resources                                  21
            Research and Development                                         22
            Trend Information                                                22
            Safe harbor                                                      22
Item 6.   Directors, Senior Management and Employees                         23
            Directors and Senior Management                                  23
            Compensation of Directors and Officers                           24
            Board Policies                                                   24
            Employees                                                        24
            Share Ownership                                                  24
Item 7.   Major Shareholders and Related Party Transactions                  25
            Major Shareholders                                               25
            Related Party Transactions                                       25

Item 8.   Financial Information                                              26
            Consolidated Statements and Other Financial Information          26
            Significant Change                                               26
Item 9.   The Offer and Listing                                              26
Item 10.  Additional Information                                             26
            Share Capital                                                     *
            Memorandum and articles of incorporation                         26
            Material Contracts                                               26
            Exchange Controls                                                27
            Taxation                                                         27
            Dividends and paying agents                                       *
            Statements by experts                                             *
            Documents on display                                             32
Item 11.  Quantitative and Qualitative Disclosures About Market Risk          *
Item 12.  Description of Securities Other Than Equity Securities              *
                                     PART II
Item 13.  Defaults, Dividends Arrearages and Delinquencies
                                                                              *
Item 14.  Material Modifications to the Rights of Security Holders and
          Use of Proceeds                                                     *
Item 15.  Controls and Procedures                                            34
Item 16A. Audit Committee Financial Expert                                    *
Item 16B. Code of Ethics                                                      *
Item 16C. Principal Accountant Fees and Services                              *
Item 17.  Financial Statements                                               34
Item 18.  Financial Statements                                               34
Item 19.  Exhibits                                                           35
SIGNATURES                                                                   36
CERTIFICATIONS                                                               37
* Omitted pursuant to General Instruction E(b) of Form 20-F.



                                       2
<PAGE>

                                     PART I

Item 1. Identity of Directors, Senior Management and Advisers

         Not Applicable.


Item 2. Offer Statistics and Expected Timetable

         Not Applicable.

Item 3. Key Information

A.       Selected Financial Data

         The following  selected financial data for the period from inception on
October 13, 2000 through  December 31, 2000 and for the years ended December 31,
2001 and 2002 is derived from our audited consolidated financial statements. The
selected  financial data, as well as the consolidated  financial  statements and
accompanying  notes,  are  prepared in  accordance  with  accounting  principles
generally   accepted  in  the  United  States.   The  Registrant   presents  its
consolidated  financial  statements in United States dollars. All dollar amounts
in  this  Form  20-F  are in  United  States  dollars,  except  where  otherwise
indicated.  You should read the following selected  consolidated  financial data
with "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the consolidated financial statements and accompanying notes and
other financial information included elsewhere in this annual report.
<TABLE>
<CAPTION>

                                      From period of inception
                                      (October 13, 2000)
                                      through Year Ended         Year Ended           Year Ended
                                      December 31, 2000          December 31, 2001    December 31, 2002
                                      -----------------------------------------------------------------
<S>                                   <C>                        <C>                  <C>
Statement of Operations Data:
      Total revenues                        $    112,172         $    401,793         $    298,550
      Net Income/(Net Loss)                     (100,896)          (2,117,900)            (748,796)
      Basic and diluted
       net loss per share -                        (0.01)               (0.12)               (0.04)
     Weighted average number of
      Shares used in computing basic and
      Diluted net loss per share-             13,300,000           17,152,915           19,756,999
Balance Sheet Data:
     Cash and cash equivalents              $        -0-         $        508         $        637
     Total current assets                        121,880              107,879               48,246
     Total assets                                187,578              523,488               57,121
     Total current liabilities                   176,865              525,774              780,366
     Total liabilities                           176,865              525,774              780,366
     Total accumulated deficit                  (100,896)          (2,218,796)          (2,967,592)
     Total stockholders' equity (deficit)         10,713               (2,286)            (723,245)
</TABLE>


B.       Capitalization and Indebtedness.

         Not Applicable.

C.       Reasons for the Offer and Use of the Proceeds.

         Not Applicable.


                                       3
<PAGE>

D.       Risk Factors.

         The risks  described  below  are not the only ones we face.  Additional
risks  that  generally  apply to  publicly  traded  companies,  that are not yet
identified or that are currently  perceived as  immaterial,  may also impair our
business  operations.  Our business,  operating results and financial  condition
could be adversely  affected by any of the following  risks. You should refer to
the  other  information  set forth in this  document,  including  our  financial
statements and the related notes.

         This annual report also  contains  certain  forward-looking  statements
that involve  risks and  uncertainties.  These  statements  relate to our future
plans,  objectives,   expectations  and  intentions.  These  statements  may  be
identified  by the use of words  such as  "expects,"  "anticipates,"  "intends,"
"plans" and similar expressions. Our actual results could differ materially from
those  discussed  in these  statements.  Factors that could  contribute  to such
differences include, but are not limited to, those discussed below and elsewhere
in this annual report.

                      RISK FACTORS RELATED TO OUR BUSINESS

We Have a Limited  Operating  History so It May be Difficult for You to Evaluate
Our Business and Its Future Prospects

         It may be difficult to evaluate our business and  prospects  because we
have a limited  operating  history.  We were incorporated in October 2000 and we
launched our Internet  e-gaming  network in November 2000. Our prospects must be
considered  in  light  of  the  risks,  expenses  and  difficulties   frequently
encountered  by  companies  in their  early stage of  development,  particularly
companies  in new and rapidly  evolving  markets  such as Internet  software and
services.  The risks,  expenses  and  difficulties  that we expect to  encounter
include:

         o        implementing an evolving and unpredictable business model that
                  relies,   in  large   part,   on   sub-licensee   growth   and
                  word-of-mouth publicity among the targeted audience;
         o        building  our  corporate  brand  to  attract  advertisers  and
                  affiliates, and our network brands to expand our audience;
         o        increasing  content and service offerings on existing networks
                  through internal development and affiliate partnerships;
         o        developing and integrating new networks  addressing our target
                  audience and advertiser base;
         o        diversifying  our  revenue  sources by  offering  sponsorship,
                  merchandise  slotting  and other  marketing  opportunities  to
                  content and  e-commerce  partners and by launching  e-commerce
                  initiatives across our networks;
         o        expanding  our sales and  marketing  efforts to  increase  our
                  affiliate  and customer base and our reach within the e-gaming
                  customer audience;
         o        attracting, retaining and motivating qualified personnel; and
         o        responding to competitive developments.

         There can be no assurance that we will effectively address the risks we
face,  and the  failure  to do so could have a  material  adverse  effect on our
business, financial condition and results of operations.

We have a History of Operating Losses and a Significant Accumulated Deficit, and
we May Not Maintain Revenue or Achieve Profitability in the Future.

         We have not been profitable  since our inception in October 2000. As of
December 31, 2002, we had an  accumulated  deficit of  $2,968,000.  We expect to
continue  to incur  additional  losses for the next fiscal year as a result of a
high level of operating expenses,  significant up-front  expenditures,  pursuing
new initiatives for the Company and our marketing activities. While we have some
revenues, we may never realize significant revenues from our core business or be
profitable.  Factors that will influence the timing and amount of our growth and
profitability include:

         . the success of our sub-licensees' web site operations;


                                       4
<PAGE>

         . obtaining the necessary funding to grow our business; and

         . our ability to expand, diversify and grow our business.

Our Ability to Continue as a Going Concern

         We face significant  challenges in shifting from the development  stage
to the  commercialization  of the  licensing  of our  e-gaming  web  sites.  Our
business  may fail if we do not  achieve  significant  revenue  growth or obtain
sufficient  funding.  Our accountants have raised  substantial  doubts about our
ability to continue as a going  concern.  Our  prospects  must be  considered in
light of the risks, expenses and difficulties  frequently  encountered in such a
transition,  and there can be no assurance that we will be successful or that we
will ever achieve profitable operations.

Our Rapid  Growth May Strain Our  Resources  And Hinder Our Ability To Implement
Our Business Strategy

         Our historical  growth has placed,  and any further growth is likely to
continue to place, a significant strain on our limited resources.  If we fail to
manage  our growth  effectively,  our  business  could be  materially  adversely
affected.  Our ability to achieve and maintain  profitability will depend on our
ability to manage our growth  effectively,  to implement and expand  operational
and customer support systems and to hire personnel worldwide. We may not be able
to augment or improve existing e-gaming software,  computer systems and controls
or  implement  new systems  and  controls  to respond to any future  growth.  In
addition,  future  growth  may  result  in  increased  responsibilities  for our
management  personnel,  which may limit their ability to effectively  manage our
business.

Dependence on Key Licensor and Sub-Licensees

         Our license to gaming  software is issued by World  Gaming Plc pursuant
to a gaming license issued by Antigua during 2000 and 2001 and Curacao beginning
in  November  2001.  World  Gaming  is one of the  few  primary  developers  and
operators  of casino and other  gaming  software  in the world.  During the year
ended December 31, 2002,  100% of our revenue from Internet  gaming software was
attributable  to the  World  Gaming  relationship.  As  part  of  the  licensing
agreement  with World  Gaming,  we have the right to  sub-license  its software.
World  Gaming  is our sole  licensor;  therefore  the loss of the  World  Gaming
relationship  could have a material  adverse  effect on our business,  revenues,
operating results and financial condition. Although we expect to diversify risks
associated  with dependence on World Gaming by entering into  arrangements  with
additional licensors there can be no assurance that such diversification will be
successful  or that we will be able to reduce our  dependence  on one or a small
group of licensors.

         The original  term of our license  agreement  with World Gaming was for
one year.  In November  2001,  we signed a  three-year  license  agreement  with
Starnet  Systems N.V. doing business as World Gaming  Systems.  The terms of our
license or sub-license  agreements vary,  although  averaging ten-year terms and
providing for automatic  renewal periods of ten years.  There is a risk that our
license  agreement  with  World  Gaming  or  our  sub-license   agreements  with
sub-licensees  will not be renewed or will otherwise be terminated in accordance
with the terms of such agreements. In addition, in the event that a sub-licensee
chooses to operate a different casino,  there can be no assurances that such new
casino will be operated using our software.

         The  trademarks  or trade names  under  which all of our  sub-licensees
operate  are the  property  of the  respective  sub-licensees.  Although  we are
entitled  generally to cause the continued  operation of a casino on termination
of a license or  sub-license  agreement,  in certain cases this  entitlement  is
limited and it generally  does not include the operation of the casino under the
existing name. A change in the name of the casino may lead to a loss of goodwill
as methods such as e-mail to prior  customers or banner  advertisements  must be
relied upon to direct customers to the new casino site.


                                       5
<PAGE>

Operational Risks

         Our revenue and operating  results may fluctuate in future  periods and
we may fail to meet expectations,  which may cause the price of our common stock
to decline. As a result of our limited operating history and the emerging nature
of the  Internet  markets in which we  compete,  we are unable to  forecast  our
revenue with  precision.  We anticipate  that the results of our  operations may
fluctuate  significantly in the future as a result of a variety of factors, many
of which are  outside  our  control.  Factors  that may  affect  our  results of
operations include, but are not limited to:

         o        the addition or loss of  sub-licensees,  or our failure to add
                  new sub-licensees;
         o        our ability and the  ability of our  sub-licensees  to attract
                  and  retain  a  large  audience  by  providing   original  and
                  compelling content and services;
         o        our ability to attract and retain advertisers and sponsors;
         o        seasonal trends in Internet usage and advertising placements;
         o        the amount and timing of  expenditures  for  expansion  of our
                  operations,  including the acquisition of new affiliates,  the
                  hiring of new  employees,  capital  expenditures  and  related
                  costs;
         o        our ability to continue to enhance,  maintain  and support our
                  networks and technology and avoid system downtime; and
         o        the   introduction  of  new  or  enhanced   offerings  by  our
                  competitors.

Key Individuals

         Our future success will depend to a significant extent on the continued
services of senior  management  and other key  personnel,  particularly  Michael
Donaghy,  our founder,  President and Chief Executive Officer and Victor DeLaet,
our Vice President.  Any loss of a key employee could have a detrimental  effect
on our business.  Currently no key-man insurance is in place with respect to Mr.
Donaghy or any of our other personnel.

         Our success is also  dependent  on our  ability to attract,  retain and
motivate  highly  skilled  technical  and  other  personnel.  While we have been
successful  in doing so thus  far,  there are a limited  number of  persons  who
possess the necessary  technical skills and understanding,  thus competition for
their services is intense. A failure to recruit or retain personnel could have a
material  adverse  effect on our  business,  financial  condition and results of
operations.

Protection and Enforcement of Intellectual Property Rights

         We  regard  the   protection  of   trademarks,   copyrights  and  other
proprietary rights as important to our success and competitive  position.  We do
not have any patented  technology that would prevent  competitors  from entering
our market.  Although we seek to protect our  trademarks,  copyrights  and other
proprietary  rights through  confidentiality  and  "non-compete"  agreements and
common law  precedents,  these  actions may be  inadequate to protect them or to
prevent  others from claiming  violations of their  trademarks,  copyrights  and
other  proprietary  rights. To date, we have not been notified that our services
infringe on the  proprietary  rights of third  parties,  but third parties could
claim infringement by us with respect to current or future services.

         We currently license and may in the future license certain technologies
from third parties,  which may subject us to infringement actions based upon the
technologies  licensed from these third  parties.  Any of these claims,  with or
without merit, could subject us to costly litigation and divert the attention of
our technical and management  personnel.  These third party technology  licenses
may not continue to be available to us on  commercially  reasonable  terms.  The
loss of the ability to use such technology could require us to obtain the rights
to use  substitute  technology,  which  could be more  expensive  or offer lower
quality or  performance,  and therefore  have a material  adverse  effect on our
business.

Risks Associated With Foreign Operations

         It is anticipated that substantially all of our revenue will be derived
from licensing or sub-licensing  and support fees in foreign  countries.  We and
our  sub-licensees  are  subject  to the  local  laws and  regulations  in those
jurisdictions  in  which  we or they  operate.  While  some  jurisdictions  have
introduced regulations designed to restrict Internet gaming, other jurisdictions
have  demonstrated  acceptance of such  activities.  As Internet  gaming and its


                                       6
<PAGE>

regulations are emerging,  there remains a significant risk that participants in
the industry,  including us and our sub-licensees may not be able to comply with
such laws and regulations as they continue to develop.  See also "Uncertainty as
to the Legal Status of Internet Gaming" below.

         In addition to uncertainty regarding the local legal status of Internet
gaming in other jurisdictions, there are certain difficulties and risks inherent
in doing  business  internationally,  including  the  burden of  complying  with
multiple  and  often  conflicting  regulatory  requirements,   foreign  exchange
controls,  potential  restrictions  or tariffs on gaming  activities that may be
imposed,  potentially  adverse  tax  consequences  and  tax  risks,  as  well as
political and economic  instability.  Changes in the  political,  regulatory and
taxation  structure  of  jurisdictions  in which  we  operate  and in which  our
sub-licensee  customers are located could have a material  adverse effect on our
business, revenues, operating results and financial condition.

         Likewise,  our ability to expand our business in certain countries will
require  modification of our products,  particularly  domestic language support.
Once a  sub-licensee  has posted its gaming  site on the  Internet,  the site is
available to users around the world. However,  there can be no assurance that we
will  be  able  to  sustain  or  increase  revenue  derived  from  international
operations  or that we will be able to penetrate  linguistic,  cultural or other
barriers to new foreign markets. The failure to sustain or increase revenue from
international  operations  could have a material adverse effect on our business,
revenues, operating results and financial condition.

         Our financial  results are reported in United States  currency which is
subject to  fluctuations  in respect of the currencies of the countries in which
we  operate.  Fluctuations  in the  exchange  rate of the  U.S.  dollar  and the
Canadian  dollar  could  have a  positive  or  negative  effect on our  reported
results.  Given the constantly  changing currency  exposures and the substantial
volatility of currency  exchange rates, we cannot predict the effect of exchange
rate fluctuations upon future operating results.  There can be no assurance that
we will not experience currency losses in the future which could have a material
adverse  effect on our  business,  revenues,  operating  results  and  financial
condition.

Uncertainty of Enforcement of U.S. Laws and Judgments against Foreign Persons

         We and our  wholly-owned  subsidiaries  through  which we  operate  are
organized under the laws of the Province of Ontario,  Canada, St. Johns, Antigua
and Curacao, Netherlands,  Antilles,  respectively; our executive offices are in
Canada and we maintain an office in Antigua and Curacao,  most of our  directors
and  officers  and  certain of our  advisers  are  residents  of  Canada,  and a
substantial  portion  of our  assets and  assets of those  persons  are  located
outside the United States.  As a result, it may be difficult for you to initiate
a lawsuit in the United States  against us or these  non-U.S.  residents,  or to
enforce any judgment  obtained in the United  States  against us or any of these
persons.

         Consequently,  you may be deterred or prevented from pursuing  remedies
under United  States  federal  securities  laws  against us or other  non-United
States residents.

We  Currently  Depend On the Sale of a Single  Product to  Generate  Most of Our
Revenue

         We  expect   the  sales  and   customization   of  our  web  sites  and
sub-licensing  of e-gaming  software to  constitute  most of our revenue for the
foreseeable  future.  If customers do not purchase our web sites and sub-license
software from us, we do not currently  offer any other products or services that
would enable us to generate revenue or to become profitable.

Any  Disruption  of the Services  Supported by Our Product due to  Accidental or
Intentional Security Breaches may Negatively Impact Our Business

         Because  our  activities   involve  the  storage  and  transmission  of
proprietary  information,  such as credit card numbers and bank account numbers,
if a third-party were able to steal a user's proprietary  information,  we could
be subject to claims, litigation or other potential liabilities that could cause
our  expenses to increase  substantially.  In  addition to  purposeful  security
breaches,  the inadvertent  transmission of computer  viruses could expose us to
litigation  or  a  significant  loss  of  revenue.   Although  our  sub-licensee
agreements  contain  provisions which limit our liability  relating to security,
our  sub-licensees  or their customers may seek to hold us liable for any losses
suffered as a result of unauthorized access to their communications.  We may not
have any insurance or resources to cover these losses.


                                       7
<PAGE>

         Despite our efforts to maintain Internet  security,  we may not be able
to stop unauthorized  attempts to gain access to or disrupt transactions between
our sub-licensees and their customers. Specifically, computer viruses, break-ins
and other disruptions could lead to interruptions,  delays,  loss of data or the
inability  to  accept  and  confirm  the  receipt  of  information.  We  rely on
encryption and authentication  technology licensed from third parties to provide
the security and  authentication  necessary to achieve  secure  transmission  of
confidential  information.  We cannot assure you that this  technology or future
advances  in this  technology  or  other  developments  will be able to  prevent
security breaches.  We may need to expend further capital and other resources to
protect against the threat of security breaches or to alleviate  problems caused
by these breaches.

We May Not Have Sufficient Capital To Fund Our Operations And Additional Capital
May Not Be Available On Acceptable Terms if At All.

         If we do not have sufficient capital to fund our operations,  we may be
forced to  discontinue  product  development,  reduce  our  sales and  marketing
efforts or forego attractive business opportunities. Any of these outcomes could
adversely impact our ability to respond to competitive  pressures and could have
a material  adverse effect on our business,  financial  condition and results of
operations.

Our Operating Results may be Impacted by Foreign Exchange Rates

         Substantially  all of our  revenue  is  expected  to be  earned in U.S.
dollars. A significant  portion of our expenses is incurred in Canadian dollars.
Changes in the value of the  Canadian  dollar  relative  to the U.S.  dollar may
result in currency  translation  gains and losses and could adversely affect our
operating results. To date, foreign currency exposure has been minimal. However,
in the future we may consider hedging all or a significant portion of our annual
estimated Canadian dollar expenses to minimize our Canadian dollar exposure.

                      RISK FACTORS RELATED TO OUR INDUSTRY


Uncertainty As To The Legal Status Of Internet Gaming


         We and our  sub-licensees  as well  as  World  Gaming  are  subject  to
applicable laws in the jurisdictions in which we or they operate.  The ownership
and  operation  of  land-based  gaming  facilities  in  the  United  States,  in
particular,  and elsewhere in the world is normally  subject to extensive local,
regional  and  federal  government  regulations.  Due to the  relatively  recent
development  of  casino  gaming  over the  Internet,  there are  limited  direct
regulations  that deal with this  application and there is uncertainty as to the
legal  status of gaming over the  Internet.  While some  jurisdictions,  such as
several  Caribbean  countries,  have taken the position that Internet  gaming is
legal  and  have  adopted  or are in the  process  of  reviewing  and  enhancing
legislation to regulate Internet gaming,  which other  jurisdictions  have taken
the opposite view and introduced  legislation to attempt to restrict or prohibit
Internet  gaming.  In  addition,  as  companies  and  consumers  involved in the
Internet   gaming   market,   including   the  end-users  of  our  software  and
sub-licensees,  are located  around the globe,  there is  uncertainty  regarding
exactly which  government has  jurisdiction  to regulate  various aspects of the
market.  This uncertainty  could affect us indirectly  through the effect on our
licensor,  World Gaming, or sub-licensees and their revenues, and also affect us
directly in the event that we are restricted from conducting our activities.  As
a result,  this could have a material adverse effect on our business,  revenues,
operating results and financial condition.

         In 2002 various bills were  introduced both in the United States Senate
and in the United States House of  Representatives by which, among other things,
proposed to prohibit Internet gambling and penalize bettors,  casinos and others
associated  with  Internet  gaming in the  United  States or  regulate  Internet
gambling. There can be no assurance whether or not any such bill will become law
in the future.  Recently,  New Jersey and Nevada state  legislators have drafted
bills aimed at legalizing and regulating online casinos. But to date, New Jersey
and  Nevada's  efforts at passing  such laws have not  succeeded.  In  addition,
certain  states have passed or may pass  legislation  prohibiting or restricting
Internet gaming.


                                       8
<PAGE>

         In  addition,  on June 18,  1999 the  National  Gambling  Impact  Study
Commission   released  its  final  report  that  recommended  that  the  federal
government  prohibit Internet gambling not already  authorized within the United
States or among  parties in the United States and any foreign  jurisdiction.  In
the event that it becomes  law,  the effect of this or similar  legislation,  on
government   regulations  in  other  jurisdictions,   and  the  impact  of  this
legislation on us, our licensor or sub-licensees,  all of which are resident in,
and operate from, jurisdictions other than the United States, is uncertain.

         Existing Canadian law prohibits Internet gaming in Canada.  While we do
not permit  transactions  to  originate  in Canada on our  websites  and thereby
comply  with all  applicable  Canadian  laws and  regulations,  there  can be no
assurance as to the possible impact of such laws on our licensor, sub-licensees,
customers or us.

         As well,  existing  legislation,  including  United States  federal and
state  statutes,  has been or could be construed to prohibit or restrict  gaming
through  the  use  of the  Internet,  and  there  is a  risk  that  governmental
authorities may view us or our sub-licensees as having violated such statutes.

         There is also a risk that  criminal  and civil  proceedings,  including
class  actions  suits  brought  by or on behalf of public  entities  or  private
individuals could be initiated against us, our licensor, sub-licensees, Internet
service  providers,  credit card  processors and others involved in the Internet
gaming  industry.  Legal  proceedings  relating to Internet gaming could involve
substantial litigation expense,  penalties, fines, diversion of the attention of
key personnel, injunctions or other prohibitions being invoked against us or our
licensor,  sub-licensees  or  others.  Such  proceedings  could  have a material
adverse  effect on our  business,  revenues,  operating  results  and  financial
condition.

         Ongoing  legislative or judicial  developments in the United States may
require  us and our  sub-licensees  to  determine  whether  it is  necessary  or
advisable to  discontinue  processing  gaming  transactions  originating  in the
United  States.  This  would  have a material  adverse  effect on our  business,
revenues,  operating results and financial  condition.  All of our licensing and
support  fees are derived  from  sub-licensees  domiciled  outside of the United
States. However, a substantial portion of our sub-licensees' revenue, from which
we earn fees, is based on the Internet gaming of United States residents.

         In any event, there can be no assurances that additional legislation or
the burdens  associated  with  complying with such  legislation or  regulations,
which could have a material adverse effect on our business,  revenues, operating
results and financial  condition,  will not be proposed and passed in the United
States  or in other  potentially  relevant  jurisdictions  to  regulate  various
aspects of the Internet or the Internet gaming industry.

Government Regulation of Internet Commerce

         As electronic commerce on the Internet develops,  it may be the subject
of  increasing  government  regulation.  In this  respect,  there is a risk that
well-established  financial  institutions and credit card companies will be able
to influence the development of regulations in a manner which  prioritizes their
interests over ours. In addition,  much of the current  legislation  relating to
commercial   transactions  pre-dates  and  may  be  incompatible  with  Internet
electronic  commerce.  There can be no assurance that regulators will not choose
to enact or enforce  legislation  in a manner that would restrict our operations
and the  operations of our  sub-licensees  and other  aspects of the  electronic
commerce market.  Any such developments  could have a material adverse effect on
our business, revenues, operating results and financial condition.

         Existing Canadian,  United States and international laws or regulations
specifically  regulate  communications or commerce;  however, the application of
such laws in the context of the Internet and  electronic  commerce is uncertain.
Further, laws and regulations that address issues such as user privacy, pricing,
online  content  regulation,  taxation  and the  characteristics  and quality of
online  products and services are under  consideration  by federal,  provincial,
state, local and foreign  governments and agencies.  Several  telecommunications
companies have petitioned the United States Federal Communications Commission to
regulate Internet service providers and online service providers.  Moreover,  it
may take years to determine the extent to which existing laws relating to issues
such as intellectual  property  ownership and  infringement,  libel and personal
privacy  are  applicable  to the  Internet.  The  United  States  Federal  Trade
Commission and  government  agencies in certain states of the United States have
been investigating  certain Internet  companies  regarding their use of personal


                                       9
<PAGE>

information. We could incur additional expenses if any new regulations regarding
the use of personal  information are introduced affecting the way in which we do
business or if these agencies choose to investigate our privacy  practices.  Any
new laws or regulations relating to the Internet, or particular  applications or
interpretations  of existing  laws,  could decrease the growth in the use of the
Internet, decrease the demand for our electronic commerce services, increase the
costs  associated  with  providing such services or  transmitting  data over the
Internet  or  otherwise  materially  adversely  affect our  business,  revenues,
operating results and financial condition.


Market Acceptance and Technological Changes

         Internet Gaming Software
         ------------------------

         We are  developing  and  expect  to sell our own  proprietary  Internet
electronic commerce and Internet software application.  Substantially all of our
revenues to date have been  derived  from the  sub-licensing  of World  Gaming's
Internet gaming products and the sale of its associated services.  Since we have
acquired  our own  Internet  gaming  software,  we expect that if we release our
software,  an  increasing  amount  of our  revenue  will be  derived  from  such
licensing  activities.  Our continued success will depend in large part upon the
success of our e-gaming  software  licensing and  sub-licensing  World  Gaming's
Internet gaming software.  Accordingly, broad market acceptance by our customers
of gaming  products  and services is critical to our future  success,  as is our
ability to design,  develop,  test and support,  on a timely basis, new products
and enhancements  that meet changing customer needs and respond to technological
changes and evolving industry standards.  The markets for these technologies for
the Internet are characterized by rapid and significant technological changes in
the  computer,  software  and  telecommunications  industries,  as well as rapid
changes in consumer preferences.  In addition, there can be no assurance that we
will not  experience  difficulties  that could delay or prevent  the  successful
development,  introduction  and  marketing  of our  software or new products and
enhancements,  or that our  software or new products  and  enhancements  will be
introduced in a timely fashion or will adequately  meet the  requirements of the
marketplace and achieve market acceptance.

         Electronic Commerce
         -------------------

         As the marketplace for electronic commerce is in the development stage,
it is  subject  to  frequent  and rapid  technological  changes.  The use of the
Internet for commercial  transactions is at an early stage of development and is
rapidly growing. As is typical for new and rapidly evolving  industries,  demand
and market acceptance for recently  introduced services and products are subject
to a high level of  uncertainty.  Global  commerce  and the on-line  exchange of
information  on the Internet and other  similar open wide area  networks are new
and  evolving  and  the  Internet  may  not  prove  to  be a  viable  commercial
marketplace because of inadequate  development of the necessary  infrastructure,
failure to develop enabling  technology or  complementary  services and products
and/or adopt  protocols and standards on a timely basis,  inadequate  commercial
support or  concerns  over fraud and  privacy and  confidentiality  issues.  The
success of our  electronic  commerce  services  will depend in large part on the
widespread adoption of the Internet for commercial transactions.

         The development of the Internet for commercial  transactions  will also
depend on acceptance of certain  technology,  including  electronic  commerce by
credit card processors and financial institutions. The success of our electronic
commerce operations will similarly depend upon acceptance of our software. There
can be no assurance that we will not experience difficulties that could delay or
prevent the successful  development,  introduction and marketing of new products
and  enhancements,  or that our new products and enhancements will be introduced
in a timely fashion or will adequately meet the  requirements of the marketplace
and achieve  market  acceptance.  The failure to achieve or maintain such market
acceptance  could  have a material  adverse  effect on our  business,  revenues,
operating  results  and  financial  condition.  In  addition,  there  can  be no
assurances  that our  involvement  in other  markets will not have a detrimental
impact on acceptance of the our products in the electronic commerce marketplace.

Dependence on the Internet

         The  Internet  has   experienced,   and  may  continue  to  experience,
significant growth in the number of users and amount of traffic. This growth has
caused and may continue to cause frequent interruptions and delays in processing
and  transmitting  data over the  Internet.  There can be no assurance  that the


                                       10
<PAGE>

Internet  infrastructure  will continue to be able to support the demands placed
on it by its  continued  growth.  In  addition,  the  Internet  could  lose  its
viability  due to delays in the  development  or adoption of new  standards  and
protocols to handle  increased  levels of Internet  activity or due to increased
governmental regulation. Moreover, critical issues concerning the commercial use
of  the  Internet  (including   security,   reliability,   cost,  ease  of  use,
accessibility  and  quality of service)  remain  unresolved  and may  negatively
affect  the  growth  of  Internet  use or the  attractiveness  of  commerce  and
communication on the Internet. Any well-publicized  compromise of security could
deter  more  people  from  using  the  Internet  or  from  using  it to  conduct
transactions   that  involve  the  transmission  of  confidential   information,
including  e-gaming  transactions.  If critical issues concerning the commercial
use of the Internet are not favorably resolved, if the necessary  infrastructure
is not  developed,  or if the Internet does not continue as a viable  commercial
marketplace,  our business,  revenues, financial condition and operating results
will be materially adversely affected.

Risks Associated With Information Disseminated Through Online Services

         The law relating to the  liability  of online  services  companies  for
information  carried on or  disseminated  through  their  services is  currently
unsettled.  It is possible  that claims  could be made against  online  services
companies under both domestic and foreign law for defamation, libel, invasion of
privacy,  negligence,  copyright or trademark  infringement,  or other  theories
based on the nature and  content of the  materials  disseminated  through  their
services.  In  addition,  legislation  has been or may be proposed  that imposes
liability for or prohibits the  transmission  over the Internet of certain types
of information.  The imposition  upon us and other online services  providers of
potential  liability for information  carried on or  disseminated  through their
services  could require us to implement  measures to reduce our exposure to such
liability,  which may  require  us to  expend  substantial  resources  and/or to
discontinue  certain service  offerings.  In addition,  the increased  attention
focused  upon  liability  issues as a result  of any  lawsuits  and  legislative
proposals  could  impact  the  growth  of  Internet  use and the  growth  of our
business.

Risks Associated With Encryption Technology

         A significant  barrier to electronic  commerce and communication is the
secure  transmission  of confidential  information  over public networks such as
customer  names,  addresses,  credit  card and  bank  accounts.  Our  electronic
commerce software uses encryption and  authentication  technology to provide the
security  and  authentication   necessary  to  effect  secure   transmission  of
confidential  information.  There can be no assurance  that advances in computer
capabilities,  new  discoveries in the field of  cryptography or other events or
developments  will not result in a compromise or breach of the algorithms we use
to protect  customer  transaction  data. If any such  compromise of our security
occur,  it could  have a  material  adverse  effect on our  business,  revenues,
operating results and financial condition.


                    RISK FACTORS RELATED TO OWNING OUR STOCK

Control By Existing Shareholders; Anti-Takeover Effects

         As of  December  31,  2002,  Michael  Donaghy,  indirectly  through his
spouse,  beneficially owned  approximately 42 % of our outstanding common shares
and  our  executive  officers  and  directors,  including  Mr.  Donaghy,  in the
aggregate  beneficially  owned  approximately  56.10% of our outstanding  common
shares. As a result,  these shareholders,  if acting together,  would be able to
exert  substantial  influence  over us and to influence  most matters  requiring
shareholder  approval,   including  the  election  of  directors,   and  thereby
permitting these shareholders to control our affairs.  The voting power of these
shareholders  under certain  circumstances  could have the effect of delaying or
preventing a change in our control, the effect of which may be to deprive you of
a control  premium  that might  otherwise  be  realized in  connection  with our
acquisition.

No Public Trading Market

         There is, at present,  no public  trading market for our common shares,
nor is there any assurance  that any such market will develop,  or if developed,
that such market will be sustained.


                                       11
<PAGE>

Possible Volatility of Stock Price

         Many factors could affect the market price of our common shares.  These
factors include but are not limited to:

         o        Variations in our operating results;
         o        Variations in industry growth rates;
         o        Actual or anticipated  announcements of technical  innovations
                  or  new  products  or  product   enhancements  by  us  or  our
                  competitors;
         o        General  economic  conditions  in the markets for our products
                  and services;
         o        Divergence   of   our   operating   results   from   analysts'
                  expectations; and
         o        Changes in earnings estimates by research analysts

         In particular, the market prices of the shares of many companies in the
technology  and  emerging  growth  sectors   recently  have   experienced   wide
fluctuations that have often been unrelated to the operating performance of such
companies.  When the market  price of a  company's  stock  drops  significantly,
shareholders  often  institute  securities  class action  lawsuits  against that
company.  A lawsuit  against us could  cause us to incur  substantial  costs and
could divert the time and attention of our management and other  resources.  Any
of these events could have a material adverse effect on our business,  financial
condition and results of operations.

         Our  common  stock  may  trade in the  over-the-counter  market  on the
so-called "pink sheets" or, if available, the "OTC Bulletin Board." As a result,
an investor  may find it more  difficult  to dispose  of, or to obtain  accurate
quotations  as to the value of, our common  stock.  Because our common  stock is
subject to federal  securities rules affecting penny stock, the market liquidity
for our common stock may be adversely affected.

         Our common  stock could become  subject to  additional  sales  practice
requirements for low priced securities. Our common stock could become subject to
Rule 15g-9 under the Securities  Exchange Act of 1934, which imposes  additional
sales practice  requirements  on  broker-dealers  that sell our shares of common
stock to persons other than established customers and "accredited  investors" or
individuals  with net worth in excess of $1,000,000 or annual incomes  exceeding
$200,000 or $300,000 together with their spouses.

         Rule  15g-9  requires  a  broker-dealer  to make a special  suitability
determination  for the  purchaser  and have  received  the  purchaser's  written
consent to the transaction prior to sale. Consequently,  the rule may affect the
ability of  broker-dealers  to sell our securities and may affect the ability of
our  shareholders  to  sell  any of our  securities  in  the  secondary  market;
generally define a "penny stock" to be any non-Nasdaq equity security that has a
market  price less than $5.00 per share or with an  exercise  price of less than
$5.00 per share,  subject  to certain  exceptions;  requires  broker  dealers to
deliver,  prior to a transaction  in a penny stock, a risk  disclosure  document
relating to the penny stock market.

         Disclosure  is also required to be made about  compensation  payable to
both the broker-dealer and the registered  representative and current quotations
for the securities.  In addition,  the rule requires that broker dealers deliver
to customers  monthly  statements that disclose recent price information for the
penny stock held in the account and  information  on the limited market in penny
stocks.


Item 4.  Information on the Company

A. History and Development of the Company

         Oxford  Software  Developers  Inc.,  formerly  International  E  Gaming
Developers Ltd., was incorporated  under the laws of Ontario,  Canada on October
13, 2000 as a holding  company.  International  E Gaming  Developers,  Inc., our
wholly-owned  subsidiary through which we operate our business, was incorporated
under the laws of Antigua and Barbuda,  British West Indies on November 3, 2000.
In  November  2001,  we  incorporated  a  subsidiary,   International  E  Gaming
Developers N.V. under the laws of Curaco, Netherlands Antilles, through which we
now have our license to conduct online e-gaming.  We were  incorporated with the
objective of capitalizing  on the growth of Internet gaming and  entertainment -
e-gaming.  In April 2001,  we acquired  the assets of Suchow  Holdings  Ltd.,  a
Bahamian-based company which provided back-end administrative software solutions
for e-commerce driven websites.  We anticipate  becoming a leader in introducing
innovative software products for the Internet gaming industry. We also intend to
expand our market share of the Internet  gambling  market and become a leader in
the Internet gaming industry.


                                       12
<PAGE>

         The Company's  registered  office and principal  executive  offices are
located in the City of Toronto,  in the  Province of  Ontario,  Canada,  at 1315
Lawrence Avenue East, Suite 520, Toronto,  Canada M3A 3R3. The registered office
and principal  executive offices of our Antigua  subsidiary are located at No. 6
Temple Street, St. John's, Antigua, at our Antigua counsel's office, without any
lease or charge. Our Curacao office is located at Landhais Joonchi,  c/o Richard
J. Beaujon z/n, P.O. Box 837, Curacao, Netherland Antilles.


B. Business Overview

         We were  incorporated  on  October  20,  2000  with  the  objective  of
capitalizing on the growth of Internet  gaming and  entertainment  e-gaming.  We
hold a license to gaming  software  issued and  operated  by World  Gaming,  Plc
(formerly,  Starnet  Communications  International  Inc.)  pursuant  to a gaming
license issued by Curacao, Netherlands Antilles. Our World Gaming license allows
us to operate a  full-service  casino and to also market  sub-licenses  of World
Gaming software. As of May 31, 2003, we had 62 sub-licensees,  managed over 1000
portals and provided advanced technology and gaming software through our license
with World Gaming.  In addition,  we own and operate our own online  casino.  We
also  provide our  sub-licensees  with other  services,  including  advertising,
marketing,  24/7  technical  and client  support,  site  maintenance  and secure
financial processing.

         In December 2000, we were approached by Victor DeLaet of  International
Gaming  Consultants Inc. with a business  opportunity to take on 17 new e-gaming
customers who were formerly the customers of CyberGaming  Entertainment  Inc. We
entered into a contract with  International  Gaming which in turn entered into a
contract  with each  customer to provide  each with a website and each  customer
received a discount on the cost of the website. We also extended credit to these
new customers for 100% of the cost of the websites. In exchange, we received the
right to  monthly  back-end  revenues  equal to 15% of the  billings  for credit
clearing,  together with 60% of the gross revenues  generated on each customer's
website,  which  would go to repaying  the credit we extended to the  individual
gaming  site.  Thereafter  we will receive an ongoing  revenue  stream of 15% of
gross revenue generated from each casino site.

         We recently  acquired our own  proprietary  software which we intend to
sell to another  vendor.  Individuals  who wish to license  an  Internet  casino
deposit funds with us using our secure electronic commerce software application.
Each  end-user  has an  electronic  commerce  account  with us and all  commerce
transactions with licensed merchants are recorded in the end-users account. On a
weekly  and/or  monthly  basis,  we  transfer  to  our   sub-licensees  the  net
transaction  revenues less licensing and support fees payable to us. We generate
revenues  through  such  licensing  fees,  fees  for  software  support  of  our
Internet-based  software and fees charged to end-users for  electronic  commerce
services.  All gaming transactions are processed through gaming services located
in the  jurisdiction  in which the  operator  is licensed to conduct an Internet
casino.

         We are directing our activities  primarily  towards  Internet  software
sub-licensing. Our principal focus is the development,  licensing, sub-licensing
and support of Internet-based  software and electronic  commerce software to the
Internet  gaming  industry.  Through a  subsidiary,  we currently  license World
Gaming  software  package to Internet  casino  sub-licensees  located in various
countries. Each of our sub-licensees has represented and demonstrated to us that
it is licensed or in the process of being  licensed by the relevant  authorities
in its  jurisdiction to operate virtual casinos on the Internet.  Initially,  as
part of the issuance of a software license, the sub-licensee generally pays us a
one-time  customization  fee. This customization fee is for designing the casino
as desired by the sub-licensee. Ongoing licensing and support fees payable to us
pursuant to our licensing  agreements  with  sub-licensees  are  calculated as a
percentage of each sub-licensee's net transaction revenues.

         Our Internet-based  software and electronic  commerce software products
licensed  to us by World  Gaming are used by  sub-licensees  to create  "virtual
casinos."  Our software  package  transfers the "front end"  information  (i.e.,
playing cards, roulette wheel, dice numbers, etc.) between the user and a remote
server.  Our  software  package  utilizes  each user's  computer to generate the
graphics of the virtual  casino  while the gaming  server  performs the "dealer"
function,  generating the random numbers of playing cards,  roulette numbers and
dice numbers, as applicable.


                                       13
<PAGE>

         Among  other  things  our  software  contains  proprietary   encryption
features,  which allow secure  transmission of data. Our software generally does
not require the transmission of graphical  information over the Internet,  which
eliminates  the long waits which  users of other  software  products  experience
while graphics are redrawn as new hands are dealt. In addition,  our proprietary
Internet software package permits our sub-licensees to offer multi-player games,
a  3D  panoramic  virtual  casino  floor  and  Internet  browsing  features  and
facilitates inter-player chatting.

         Our objective is to become a leader in introducing  innovative software
products for the Internet gaming industry.

         We  also  provide   Internet-based   electronic  commerce  support  and
technology to our  sub-licensees and maintain  electronic  commerce accounts for
both  merchants of our  electronic  commerce  software and their  end-users.  We
reports  and  remit  to the  sub-licensees  their  respective  share  of the net
transaction  revenues less licensing and support fees payable to us (as outlined
in the  applicable  licensing  agreement).  Utilizing  our  electronic  commerce
software,  users can purchase  electronic  cash by credit card number,  transfer
from their bank account,  wire  transfer,  money order or personal check and can
either spend the cash with one of our third party business  merchant partners or
have the balance in their account  returned through their credit card account or
by check. Users of our electronic  commerce software product are charged nominal
fees for using this service.

         We believe that Internet  gaming is  experiencing  rapid expansion and,
according to published  reports,  will grow to over 50 million on-line  gamblers
and over  US$10  billion  by 2002.  As a result,  we intend to be a  significant
gaming  and  marketing  company  in  this  industry.  On-line  casinos  enjoy  a
significant advantage over their land-based counterparts,  in part, because real
estate, payroll and operational expenses are considerably lower.

         We  offer  a  suite  of  casino  games  from  Blackjack  and Red Dog to
country-specific  games  such as  Pachinko,  Pai  Gow  Poker  and  Chuck-A-Luck,
attaching  global  appeal to our related  gaming  sites.  We offer  multi-player
games, on-line chat, multi-language casino environments, tournament play and the
ability to  dynamically  add new games,  which assures  sub-licensees  of always
having cutting-edge software to offer their customers.

         Enhanced  technology and networks,  and a flow of both improved and new
software  products  developed  by us and/or  licensed  from  World  Gaming  will
complement a high level of marketing. This provides the gaming customer with the
widest  diversity of gaming  experiences.  Venues  offered range from  currently
available casino games,  sportsbooks and bingo, to the upcoming live horseracing
paramutual web simulcasts, international lottery ticket brokerage and other live
webcast events.  We intend to make this type of diversified  portfolio of gaming
experiences available to our affiliates and so to their customers.

         We offer both  downloadable  Windows  client-based  casino software and
no-download Java games, to help reach the maximum  customer base possible.  With
over 20  proprietary  casino  games,  we have a large  suite of  on-line  gaming
products available.

Business Strategy

         Operating   within  the  online   gaming   industry,   we  developed  a
comprehensive  business  strategy designed to utilize our strengths and create a
sustainable  competitive  advantage.  The rapid  development of the Internet has
created  opportunities  to develop  new,  efficient  and secure  ways to deliver
information and entertainment to customers. We intend to expand our market share
of the  Internet  gambling  market  and become a leader in the  Internet  gaming
industry.

Initially, we will derive our revenue from the following sources:

o        Sale of e-gaming software licenses;
o        Sale of e-gaming software sub-licenses;
o        Provision of marketing  services,  support  maintenance  and consulting
         services to sub-licensees;
o        Collection of royalty  income  produced from the net monthly  income of
         our sub-licensees; and
o        Ownership  and  operation  of  a  full  service   e-gaming   casino  --
         AlCasino.com.


                                       14
<PAGE>

Specifically, our key strategic objectives are to:

o        Expand and continually improve our proprietary e-gaming software;
o        Develop an integrated network of licensed Internet casinos;
o        Develop our role as a leading  provider of Internet gaming software and
         services;
o        Expand geographically to other markets; and
o        Selectively  pursue   opportunities  that  allow  us  to  leverage  our
         marketing and Internet competencies into other market segments.

We will employ a variety of strategies to achieve these objectives. These
strategies include:

o        Rapidly expanding our presence in Internet gaming markets;
o        Obtaining rapid license sales and increasing market penetration via the
         provision   of   casino    operation    opportunities    to   competent
         sub-licensees/operators  at a  substantial  discount from the cost of a
         stand-alone  casino license and development of a solid marketable brand
         image;
o        Promoting our brand name and driving traffic to sub-licensees' sites by
         combining  traditional offline  strategies,  including public relations
         and print, with online marketing vehicles;
o        Negotiating  strategic  partnerships with relevant web sites,  together
         with  registration  of a  proliferation  of site names  (URLs) for each
         casino site; and
o        Accessing  the  customer  base  to  generate  a  rapidly   growing  and
         potentially fertile source for marketing and promotional activities.

Marketing Overview

Casinos

         We are responsible for on-line  marketing and promotion of all Internet
casinos we license.  Michael Donaghy, our President, has over 6 years experience
in on-line  promotion and website  construction.  The core requirement to ensure
that  on-line  casinos  and  sportsbooks  will be  profitable  is to get as much
traffic  to the  sites as  possible,  in terms of the  number  of hits or unique
visitors  reaching the sites in a given day. Research and actual experience with
other  casino  sites  show a direct  relationship  between  the number of unique
visitors  to the total  amount  wagered  and to the  corresponding  net  monthly
revenue after costs. That is, profits from the casinos sites normally range from
4% to 6% of the total  amount  wagered,  which is itself a direct  result of the
total  number of unique  visitors to the sites.  The more money the casinos net,
the higher the revenue we receive.  Therefore,  we collect  monthly  advertising
amounts  from our  sub-licensees  to  ensure  that they  spend a minimum  amount
monthly on increasing traffic through the various methods described below.

         One of the most economical  methods of obtaining traffic to sites is to
have a number of websites or URLs pointed to the main casino sites that have our
software or World Gaming's software. Using this technique, we can submit all the
website  names through the search  engines and thereby get multiple  listings of
the casinos.  We recommend that each sub-licensee  purchase at least 25 names to
receive optimum exposure and successful casino operation.  Correct search engine
placement  is  generally  considered  to be of the utmost  importance  to proper
indexing and placement of a website.  According to published reports,  there are
an estimated 800 million  websites  currently  on-line,  containing  more than 6
trillion  characters.  We  currently  have over 5,000  URL's  pointed at our own
casino,  AlCasino.com.  A hit on our  corporate  website  or any one of the URLs
registered  to us or our  sub-licensees  will  result in  immediate  access to a
gaming site.

         Another  method  we  use  is to  purchase  traffic  from  other  sites.
Normally,  the cost for this traffic is around $.03 to $.05 per visitor. We will
negotiate  purchases on behalf of our  sub-licensees  to get the highest quality
traffic possible.  Sub-licensees then pay only for the number of people reaching
their sites and only for the actual cost of the advertising.

         Finally, the placement of banner advertising, though time-consuming, is
also very effective in generating traffic. Normally, website owners are paid 25%
of the net monthly revenue from advertising.


                                       15
<PAGE>

         Another  form of promotion of the casino sites will be in the form of a
newsletter.  On each  site,  visitors  will be  allowed  to leave  their  e-mail
addresses.  Then we will  occasionally  send out  news  releases  to these  past
visitors inviting them to revisit the site. They can be reminded to bet on large
sporting events such as World Cup Rugby,  Super Bowl,  Stanley Cup, or any other
major world-sporting event. Also, when new features are introduced to the sites,
newsletters can be used to launch these features and invite visitors to try them
out.

         An  unaffiliated  consulting  company  has  advised  us that there is a
large,  untapped  potential  customer  base that could be  accessed  through the
inclusion of sites/casinos capable of using various languages.  Therefore, in an
effort to reach this larger  potential client base, we have begun the process of
converting  our websites  into a variety of languages,  based on the  Internet's
usage  statistics  per country and  language,  beginning  with  Spanish.  We are
involved in a cross  banner  exchange  program and we also  utilize  traditional
advertising such as print media,  flyers,  matchbooks,  etc. on a cost effective
basis.  We keep  close  watch on our  competition  to  determine  what  they are
offering  and we also check to see where we are placed on search  engines and we
tailor our marketing plan accordingly to keep us competitive.

Sub-Licensee

         We offer packages of World Gaming's software at a substantial  discount
to the normal cost to start up a casino,  and can fund a portion of the purchase
price internally by deducting it from operating revenues.  We believe that a low
introduction price into an integrated  casino-marketing program is attractive to
investors and that  successful  casino  operations  will  contribute to sales of
further e-gaming sites. Therefore, by ensuring that a portion of available funds
is applied to a properly structured,  integrated marketing program that promotes
the relevant websites,  we will have a hand in the success of our sub-licensees'
casinos  and will not  need to  expend  funds  on  marketing  the  sub-licensees
themselves.

Operations and Technology

         Our agreement  with World Gaming permits us to utilize its software and
to market the software to  sub-licensees  who will operate under the auspices of
our gaming license with World Gaming.

         On-line  revenues  generated  by casinos are  processed  through  World
Gaming and Cybertronix which use proprietary encryption processing technology to
process credit card transactions via the Internet with ease and security.  World
Gaming then  provides  regular  transactional  reporting  to us on a  continuing
basis,  on-line.  On a monthly  basis  World  Gaming  provides a  reconciliation
report,   which  we  analyze  and  break  down  for   reporting  to   individual
sub-licensees.  At the same time, on a monthly basis we receive gaming  activity
funds and related customer service from Cybertronix, net of Cybertronix 10% fee;
we then pay World Gaming a 20% software  royalty  fee. The  remaining  funds are
divided and we pay our sub-licensees in accordance with their entitlements.  All
funds are held in a segregated trust account pending remittance.

         World Gaming also provides custom  database  systems to manage customer
accounts, marketing and consulting,  24-hour technical support for the licensees
and their sub-licensees,  and an e-commerce gateway to facilitate on-line wagers
and  financial  transactions.  These  services  are all  included  in our annual
license fees and World Gaming's 20% share of net gaming revenues.

The Industry

         The world's first virtual online casino  commenced  operation on August
15,  1995 with 18  different  casino  games and on-line  access to the  National
Indian Lottery.  Since then hundreds of gambling related sites have opened up on
the  Internet.  Most of the  companies  operating  these web  sites are  located
offshore and are largely  unregulated.  Gaming  technology is evolving  rapidly,
creating more accessible and more entertaining gaming sites.

Online Gaming

         There are many  facets to the online  gaming  industry.  These  include
Sports Books,  Lotteries,  Scratch Cards,  Casinos,  Bingo and Horse Racing. Web
sites have been  developed  around  each one of these  gaming  segments,  either
individually or in various combinations within a single site.


                                       16
<PAGE>


         While a significant  portion of gaming revenue is generated  within the
United States,  European and Pacific Rim countries in particular are anticipated
to experience the fastest growth of Internet gaming in the world.  Hong Kong and
Japan are believed to be the largest markets for certain forms of gaming such as
horse racing.  South America is also an important  market,  with a  particularly
high  level of  participation  in Bingo and  Soccer  betting.  We are  presently
exploring gaming opportunities in Thailand.

Competition

         As with any growing business,  competition  exists. With respect to the
ownership  and  operation  of   A1Casino.com,   as  well  as  the  operation  of
sub-licensee  sites, there are an estimated 650 casino sites on the Internet and
this number is continuing to expand.  Adjusting for multiple site ownership,  we
believe  that  there are at least 250  actively  managed  casinos.  However,  we
believe that  individuals  with little or no professional  marketing or branding
experience own many of these casinos.

         Many of the casino/gaming sites operated by competitors have achieved a
high level of  success.  However,  we  believe  that such  success is  generally
identified  with a single  site.  Such  sites  do not  generally  utilize  brand
marketing  strategies to co-promote  their sites with others or to help build an
integrated,  homogeneous profile that will cause gamers to develop confidence in
the  operator's  name and methods  beyond  that  confidence  resulting  from the
individual  player's  personal  experience.  We plan to address these issues and
create a level of trade name  identification that will communicate to the player
the highest possible standards of play in all our sites.

         A number of other groups market software and/or licensing opportunities
to prospective  casino/gaming site operators.  Such brand  identification as may
exist relates almost exclusively to software.  We plan to bring forward the best
available  software to our affiliates at a reasonable  cost. It is our corporate
vision to ultimately offer a number of different  software  packages that can be
properly  administrated.  We also believe that a primary  opportunity  exists in
creating a sophisticated marketing plan that focuses on providing a wide variety
of playing  opportunities  that meet a uniformly high standard of integrity that
is inextricably identified with our trade name and is available through a number
of sites.

         We offer a product  that is very price  competitive  with other  casino
site  marketers.  In addition  to the  advantages  that are offered  relating to
branding and playing  confidence,  we also provide access to an experienced  and
sophisticated  marketing  group.  This group will  actively  participate  in the
promotion of each affiliate's site.

         E-gaming  is a  marketing  business  similar to the  land-based  casino
business.  Land-based casinos are constantly developing new marketing strategies
to attract players and keep them. The majority of e-gaming sites are devoid of a
strategic marketing plan, either because of inexperience or a lack of capital.

         We have  studied the  industry and  identified  our major  competitors,
including  Global  Interactive,   Tropika  International   Limited,  GIC  Global
Entertainment  Corp.  and IGN Internet  Global  Network,  Inc.  World Gaming and
Cryptologic Inc. are also technology providers to such competitors.


C. Organizational Structure

         Not Applicable.


D. Property, Plants and Equipment

         Our registered  office and principal  executive  offices are located in
the City of Toronto, in the Province of Ontario, Canada, at 1315 Lawrence Avenue
East, Suite 520,  Toronto,  Canada M3A 3R3. The registered  office and principal
executive offices of our Antigua  subsidiary are located at No. 6 Temple Street,
St.  John's,  Antigua,  at our Antigua  counsel's  office,  without any lease or
charge.  Our  Curacao  registered  office is located at  Landhais  Joonchi,  c/o
Richard J. Beaujon z/n, P.O. Box 837 in Curacao, Netherland Antilles.


                                       17
<PAGE>


         We lease 1200 square feet of office  space at 22 King  Street,  Oshawa,
Canada  from an  unaffiliated  party.  The  office  space  provides  us with the
necessary  office and  development  space.  The term of the lease is three years
beginning  April 1,  2000,  with  rent of  $1,000  per  month.  This  lease  was
terminated in May 2002.

         We occupy the office space at No. 6 Temple Street,  St. John's Antigua,
without lease or charge, from our Antigua counsel.  The office space provides us
with the necessary office and development space.

Item 5. Operating and Financial Review and Prospects

         A.  Operating Results

         You  should  read the  following  discussion  in  conjunction  with our
consolidated financial statements and the accompanying notes appearing elsewhere
in this annual report.

Overview

         We were  incorporated  with the objective of capitalizing on the growth
of Internet gaming and entertainment - e-gaming.  In April 2001, we acquired the
assets of Suchow Holdings Ltd., a Bahamian-based  company that provided back-end
administrative  software solutions for e-commerce driven websites. We anticipate
becoming a leader in introducing  innovative  software products for the Internet
gaming  industry.  We also  intend to expand  our market  share of the  Internet
gambling market and become a leader in the Internet gaming industry.

         The period from  inception  on October 20, 2000 to December 31, 2000 is
not  comparable to the fiscal year ended  December 31, 2001 because we were just
starting to engage in the operation and  management of internet  gaming sites in
2000.

         Our consolidated  financial  statements are prepared in accordance U.S.
generally  accepted  accounting  principles.  Our  functional  currency  is  the
Canadian dollar and our operating  subsidiary's is the United States dollar. Our
financial statements are reported in United States dollars.

Sources of Revenue

         Our product revenue  consists of license and  sub-license  fees and web
site  customization  fees. Our services  revenue  include  amounts  derived from
hosting  fees,   royalties  and  revenue  sharing   arrangements  on  e-commerce
transactions.

Revenue Recognition

         Our  licensing  agreements  contain  multiple fee elements  such as web
customization,  web hosting, licensing and marketing fees. Fees are allocated to
the various components based on objective evidence of fair value, which includes
the price charged as if the element was sold  separately.  We recognize  revenue
when  there  is  persuasive  evidence  of an  arrangement,  such as a  licensing
agreement, when delivery has occurred, when there is a fixed or determinable fee
and when  collectibility is probable.  When the fee is not fixed or determinable
or when collectibility is not assured,  the revenue is recognized when received.
As amounts are  collected,  the  appropriate  revenue is recognized and deferred
revenue is recorded for the annual amortizable portion as described below.

         Pursuant to our agreement  with World Gaming,  we are required to pay a
monthly royalty fee of 20% based on net monthly revenues.

         We are subject to a 10% rolling  reserve  holdback on our revenue for a
rolling six-month period by our credit card clearing company, Cybertronix. A 10%
six-month rolling reserve is a standard procedure in the e-gaming  industry.  As
of December 31, 2002, we have received payments through June 2002.



                                       18
<PAGE>

Current Sources Of Revenue

         License Fees

         Our  sub-licensees  pay us  up-front  software  licensing  fees for the
purchase of a web site.  Licensing  fees for e-gaming web sites are deferred and
recognized throughout the first year of a sub-licensee's operation. Revenue from
the sale of software  sub-licenses  to our related  reseller is recognized  upon
sell-through to the unrelated third parties.

         Web Site Customization Fees and Hosting Fees

         Our existing  customers  require us, and our  potential  customers  may
require us to customize,  host and manage the server infrastructure and software
platform as part of the purchase of an e-gaming web site. Revenues from web site
customization  fees are recognized as sold to third parties.  We provide hosting
service for a monthly fee. The web hosting fees are deferred and recognized over
a twelve month  period.  Revenue from the sale of software  sub-licenses  to our
related reseller is recognized upon sell through to the unrelated third parties.

         Royalties/Marketing

         We  earn  monthly   royalties  and  advertising   revenue  from  casino
operations.  Revenue  from  casino  operations,   marketing  and  royalties  are
recognized monthly as earned.

         A.  Operating Results

         The  following  is  management's  discussion  and  analysis  of the our
financial  condition and results of its operations from the date of inception on
October 13, 2000 to December  31, 2000 and for the fiscal  years ended  December
31, 2001 and 2002.  Because we are an emerging  company the comparisons  between
our  financial  statements  may not be  meaningful  and may not  necessarily  be
indicative of our future results of operation.

Fiscal Year Ended December  31, 2002
------------------------------------

         Revenues
         --------

         For the fiscal year ended  December 31, 2002, we reported a net loss of
$748,796 or $0.04 per share.  Revenues  amounted to $298,550,  of which $171,551
was from the sale of software licenses and casino operations,  $112,776 was from
advertising   and  marketing  and  $8,223  was  from   royalties  from  e-gaming
activities.

         Cost of Revenues
         ----------------

         Cost of revenues  amounted to $70,752 for the same period and consisted
principally of casino operations ($62,850) and gaming license expenses ($7,902).

         Selling, General and Administrative Expense
         -------------------------------------------

         Selling,  general  and  administrative  expense  ("SG&A")  amounted  to
$641,249 and consisted  principally of consulting fees ($152,413),  professional
fees (comprised of accounting,  audit and legal) ($191,743) other administrative
and communication expenses ($297,093).

         SG&A expenses were due to our increased  corporate  activity,  business
development,  sub-licensee  acquisition,  promotion and marketing.  Professional
accounting and legal expenses were  attributable to our efforts to register as a
public company with the Securities & Exchange Commission.

         Financial Condition, Liquidity and Capital Resources
         ----------------------------------------------------

         At December 31, 2002,  the Company had total current  assets of $48,246
consisting  principally  of cash and cash  equivalents  of $637,  receivables of
$15,793 and prepaid license fees of 30,949.


                                       19
<PAGE>

         Operations  used $185,653 for the fiscal year ended  December 31, 2002.
Funds used in operations  primarily  relate to  professional  fees regarding the
registering of the company with the Securities and Exchange Commission.

         Investing activities used $3,617 for the fiscal year ended December 31,
2002, funds used in investing activities consisted of purchases of equipment.

         Financing  activities  provided  $188,300  for the  fiscal  year  ended
December 31, 2002.  Funds provided by financing  activities were from loans made
to the Company from related parties and from the sale of 17,000 shares of common
stock.

         We had no long-term debt at December 31, 2002.


Fiscal Year Ended December  31, 2001
------------------------------------

         Revenues
         --------

         For the fiscal year ended  December 31, 2001, we reported a net loss of
($2,117,900)  or ($0.12)  per share.  Revenues  amounted to  $401,793,  of which
$239,283 was from the sale of software licenses and casino  operations,  $95,475
was from  advertising,  $50,352 was from royalties from e-gaming  activities and
$16,683 was from the sale of domain names.

         Cost of Revenues
         ----------------

         Cost of revenues amounted to $502,740 for the same period and consisted
principally of casino operations  ($241,718) software  amortization and expenses
($55,785), commissions ($109,904) and gaming license amortization ($95,333).

         Selling, General and Administrative Expense
         -------------------------------------------

         Selling,  general  and  administrative  expense  ("SG&A")  amounted  to
$2,016,953   and  consisted   principally  of  consulting   fees   ($1,626,767),
professional  fees (comprised of accounting,  audit and legal)  ($187,725) other
administrative and communication expenses ($202,461).

         SG&A expenses were due to our increased  corporate  activity,  business
development,  sub-licensee  acquisition,  promotion and marketing.  Professional
accounting and legal expenses were  attributable to our efforts to register as a
public company with the Securities & Exchange Commission.

         Financial Condition, Liquidity and Capital Resources
         ----------------------------------------------------

         At December 31, 2001,  the Company had total current assets of $107,879
consisting  principally  of cash and cash  equivalents  of $508,  receivables of
$76,639 and prepaid license fees of $35,732.

         Operations  used $125,802 for the fiscal year ended  December 31, 2001.
Funds used in operations  primarily  relate to  professional  fees regarding the
registering of the company with the Securities and Exchange Commission.

         Investing  activities  used $73,494 for the fiscal year ended  December
31, 2001, funds used in investing  activities consisted of purchases of software
licenses to support operations.

         Financing  activities  provided  $280,149  for the  fiscal  year  ended
December 31, 2001. Funds provided by financing  activities were from the sale of
1,724,666 shares of our common stock.

         We had no long-term debt at December 31, 2001.


Inception October 20, 2000 to the Fiscal Year ended December 31, 2000
---------------------------------------------------------------------


                                       20
<PAGE>

         Revenues
         --------

         For the fiscal year ended  December 31, 2000, we reported a net loss of
($100,896) or $0.01 per share.  Revenues amounted to $112,172,  of which $75,138
was from the sale of software licenses, $29,416 was from advertising, $1,052 was
from royalties  from e-gaming  activities and $2,074 was from the sale of domain
names.

         Cost of Revenues
         ----------------

         Cost of revenues  amounted to $89,324 for the same period and consisted
principally of casino operations  ($34,092),  software amortization and expenses
($22,903), commissions ($23,481) and gaming license amortization ($8,848).

         Selling, General and Administrative Expense
         -------------------------------------------

         Selling,  general  and  administrative  expense  ("SG&A")  amounted  to
$128,703 and consisted  principally  of  advertising  and  marketing  ($34,208),
consulting  ($51,649),  professional  fees  (comprised of accounting,  audit and
legal)   ($28,587),   communications,   ($6,903),   travel  ($2,598)  and  other
administrative expenses ($4,758).

         SG&A expenses were due to our increased  corporate  activity,  business
development,   affiliate  acquisition,  promotion  and  marketing.  Professional
accounting and legal expenses were  attributable to our efforts to register as a
public company with the Securities and Exchange Commission.

         Financial Condition, Liquidity and Capital Resources
         ----------------------------------------------------

         At  December  31,  2000 we had no cash or  cash  equivalent  and  total
current assets of $121,880 consisting  principally of receivables of $18,429 and
prepaid license fee of $103,451.  See "Certain  Transactions." In addition,  our
e-commerce  transactions  are settled  within 30 days following the month-end of
the month of the transactions and outstanding fees remaining from  sub-licensees
for front-end design of casino web sites pursuant to sub-licensee agreements.

         Operations  used $1,903 of cash for the fiscal year ended  December 31,
2000. Funds used in operations  primarily relate to increases in receivables and
prepaid  license,  which were  partially  offset by increases in payables and by
various non-cash charges to earnings.

         Investing  activities  used $67,634 for the fiscal year ended  December
31, 2000. Funds used in investing  activities consisted of purchases of software
license and equipment to support operations.

         Financing  activities  provided  $69,430  for  the  fiscal  year  ended
December 31, 2000. Funds provided by financing  activities were from the sale of
2,100,000 shares of our common stock.

         We had no long-term debt at December 31, 2000.

         B.  Liquidity and Capital Resources

         The Company will require additional  liquidity over the next 12 months.
Thus far,  the Company has  possessed  both  internal  and  external  sources of
liquidity.  From time to time in the past, Michael Dohaghy, the President of the
Company,  personally advanced  non-interest-bearing loans to the Company for the
day-to-day operations of the Company.



                                       21
<PAGE>

         C. Research and development, patents and licenses, etc.

On January 25, 2001,  the Company  entered into a software  licensing  agreement
with  Starnet  (now World  Gaming) and also paid  Starnet  (now World  Gaming) a
one-time,  non-refundable  software  development fee for its own virtual casino.
Pursuant  to the  agreement  with  Starnet  (now World  Gaming),  the Company is
required  to pay a monthly  royalty  fee of 20% based on net  monthly  revenues.
According to the agreement, 15% of the net monthly casino revenues must be spent
on advertising and marketing per month. The term of the license agreement is for
one year with automatic one-year  extensions.  The license allows the Company to
assign sub-licenses.

         The Company is subject to a 10% rolling reserve holdback on our revenue
for a rolling six-month period by our credit card clearing company, Cybertronix.
A 10%  six-month  rolling  reserve  is a  standard  procedure  in  the  e-gaming
industry. As of December 31, 2002 we received payments through June 2002.

         On November 20, 2000,  the Company,  through a  subsidiary,  acquired a
one-year  gaming  license from the Antigua and Barbuda Free Trade and Processing
Zone.  On November 20, 2001,  through a subsidiary,  in an agreement  with World
Gaming,  we acquired a three-year  gaming  license  from the Curacao  Chamber of
Commerce and Industry.

         D.  Trend Information

The Internet

         The Internet continues to grow at a high rate in terms of the number of
users online,  the total revenue being  generated  online and the speed at which
communications  can be carried.  All of these  factors  contribute to a parallel
growth in the number and value of online gaming transactions globally.

         According to published reports,  the popularity of the Internet and the
continuing  increase in the on-line  population has established it as one of the
fastest  growing  communications  mediums in history,  reaching an  estimated 50
million users worldwide within only 5 years since its establishment for business
and personal use. Comparably, radio did not reach the same level of exposure for
38 years, television for 13 years and cable for 10 years.

         The intense  increase in Internet  penetration  is due to several major
factors,  the  first  and  foremost  relating  to PC  penetration.  Most PCs are
equipped with some form of Internet access, and most homes have telephone lines.
Once a PC is inside a home,  the Internet is a natural part of its use.  Second,
technology  advances in personal  computers for the home and office,  as well as
those  that help  connection  speed,  encourage  the use of the  Internet.  Most
product developments,  such as computers that offer Internet access by the touch
of a  button,  make the  Internet  experience  more  enjoyable  and,  therefore,
consumers   are  drawn  to  it.   Lastly,   the  content  on  the   Internet  is
self-enforcing.  Advertising  on the  Internet  directs  consumers  go to  other
websites,  thus  extending  the average time that users spend on the web.  North
America has dominated the  development of the Internet,  but the greatest growth
potential is outside that region.

         We  expect  these  growth  trends  will have a  positive  impact on the
Company's sales and revenues. See "Forward Looking Information," below.

The Economy

         We  believe  that  significant  opportunities  exist for  e-gaming  and
Internet  entertainment  activities.  Specifically,  we  believe  that  e-gaming
purchases and activity will continue to increase as we focus on providing a wide
variety of gaming opportunities.  We expect such increases to occur primarily as
a result of a marketing plan and the development of  relationships  with various
sub-licensees.

         G.  Safe harbor (Forward Looking Information)

We are projecting positive cash flow.


                                       22
<PAGE>

         We are projecting positive cash flow for the fiscal year ending
December 31, 2003, but anticipate increased expenses. It is expected that these
expenses will be caused primarily by:

o Cost to start-up and operate new lines of business o marketing costs o costs
for software and related applications o startup, including personnel and office
costs o sub-licensee acquisition costs o legal and accounting costs

We are in the emerging stage.

         We have a  limited  operating  history  since our  operations  began in
November 2000.  Consistent with other software  development and e-gaming related
companies,   expenditures   are  heavily  weighted  in  favor  of  our  software
development,   marketing,  customer  acquisition  and  sub-licensee  acquisition
efforts.  We realize that these  expenditures  are necessary in order to compete
for customers more  effectively  and to develop a profitable  Internet  e-gaming
company capable of surviving and prospering well into the future.

         We expect to continue  developing  our  sub-licensee  relationships  by
adding new  sub-licensees  to our network of online  casino sites and  improving
functionalities based on customer needs, requests and requirements. In the event
that we target an  appropriate  acquisition  or  licensing  candidate,  which we
currently  have not,  we may require  additional  funding to  consummate  such a
relationship.

         We do not currently  have  sufficient  financial  resources to meet the
funding  requirements  referenced above.  Accordingly,  we are currently seeking
funding from outside  sources.  At the date hereof,  we have no firm commitments
from anyone to provide additional funding.  The Company has filed a registration
statement on Form F-1 to sell up to 2,000,000  shares of its common  stock.  The
registration  statement was declared  effective by the  Securities  and Exchange
Commission  on June 21,  2002.  The Company  sold 17,000  shares of common stock
pursuant to the  effective  registration  statement.  The offering was closed on
June 21, 2003.


Item 6. Directors, Senior Management and Employees

A. Directors and senior management.  Set forth below are particulars  respecting
our current  directors  and officers as of December  31, 2002,  and the business
experience of each such person:

 Name                    Business Address           Position
 ----                    ----------------           --------
 Michael Donaghy         1315 Lawrence Ave. East    Chief Executive Officer,
                         Suite 520                  President and Director
                         Toronto, Ontario
                         Canada M3A 3R3


 Victor DeLaet           250-480 Broad Street       Vice-President and Director
                         Regina, Saskatchewan
                         S4R IX3

 Praful Parikh, B.Sc.,   1315 Lawrence Ave. East    Director
 M. Sc., BMA             Suite 520
                         Toronto, Ontario
                         Canada M3A 3R3




                                       23
<PAGE>

Michael Donaghy,  President. Mr. Donaghy, age 42, has been our President,  since
inception.  From February 2000 to October 2000 he served as Interim President of
Zaurak Capital Corp.,  an e-gaming  holding  company.  In 1999 he formed and was
named  President  and Chief  Executive  Officer of  CyberGaming  Inc., a company
engaged in the business of Internet e-gaming sub-licensing, website creation and
hosting.  Mr.  Donaghy  resigned as  President  and CEO of  CyberGaming  Inc. in
September  2000,  just prior to joining  us. Mr.  Donaghy is also  President  of
Citywebsites.com, a website design company, since March 1995.

Victor DeLaet,  Vice President.  Mr. DeLaet, age 48, has been our Vice President
and Director  since  inception.  He has been the  President of DeLaet  Financial
Services from April 1990 to present. From May 2000 to September 2000, Mr. DeLaet
was a consultant to International  Gaming  Consultants,  Inc., for marketing and
selling on-line casinos.


Praful Parikh, B.Sc., M. Sc., BMA. Mr. Parikh, age 56, has been a director since
August,  2002.  Prior to that he was an  Assistant  Vice-President  of Trans Gas
Ltd., the Gas Utility  Company run by the Province of  Saskatchewan  since 1995.
Mr. Parikh has used his expertise in Marketing  and  International  Distribution
since  immigrating  to Canada in 1977.  Prior to that he had owned a  successful
manufacturing  plant  in  India  for 10  years.  He has also  served  in  senior
management  and  advisory  positions  including  The  Saskatchewan  Liquor Board
(Director of Human  Resources),  The National Parole Board of Canada  (Advisor),
and the Saskatchewan Liquor Board Bargaining Team (Chairperson).


Mr. Parikh 's curriculum  vitae  includes  diplomas in Human  Behavior and Adult
Psychology and he also sits on a number of private and public company boards.

         B.  Compensation.  Mr.  Donaghy  received a salary of $6,800 during the
fiscal  period  ended  December  31,  2000,  $78,500  for the fiscal  year ended
December 31, 2001 and $125,000 for the fiscal year ended  December 31, 2002,  as
the Company's  President and Chief  Executive  Officer.  Mr. DeLaet  received no
salary during the fiscal period ended December 31, 2000,  $93,894 for the fiscal
year ended  December  31, 2001 and no salary for the fiscal year ended  December
31, 2002, as the Company's Vice President. No other compensation was paid to our
executive officers.

         We do not presently pay any cash  compensation to directors for serving
on our board,  but we do  reimburse  directors  for  out-of-pocket  expenses for
attending board meetings.

         C. Board Practices. While not required, each of the Company's directors
is a resident  of Canada  and holds  office  until the  Company's  first  annual
meeting or until his  successor  is duly  elected  or  appointed.  Officers  are
appointed annually by the Board of Directors to serve at the Board's will.

         D.  Employees.  As of  December  31,  2002,  we had a total of five (5)
full-time  employees in Toronto,  Ontario.  None of our employees are covered by
any  collective  bargaining  agreement.  We  believe  that  relations  with  our
employees are good.

         E. Share Ownership. The following table sets forth information relating
to the  beneficial  ownership  of the our  common  stock  as of the date of this
annual report by those persons who  beneficially  own more than 5% of our common
stock and by all of our directors and executive  officers as a group,  as of May
31, 2002.














                                       24
<PAGE>

Name and Address of    Position with the           Number of Shares
Beneficial Owner (1)   Company                     Owned                 Percent
--------------------   -------                     -----                 -------

Michael Donaghy (2)    Chief Executive Officer      8,300,000            42.0%


Victor DeLaet (3)      Vice President and           2,251,833            11.40%
                       Director

Praful Parikh          Director                       675,000            3.41%

MTJ Holdings Ltd.      N/A                          1,700,000            8.6%
Ste.#4 Temple Bldg.
Main & Prince William
Nevis, West Indies

Phillip Head, Trustee  N/A                          1,000,000            5.06%
Casino Gold
PHP International Ltd
Galveston, TX  77550

All Officers and                                   11,091,833            56.10%
Directors as a Group
(3 Persons)


(1)      All officer and director addresses are c/o the Company at 1315 Lawrence
         Avenue East, Suite 520, Toronto, Canada M3A 3R3.
(2)      Mr.  Donaghy  beneficially  owns these  shares  indirectly  through his
         spouse.
(3)      Mr. DeLaet beneficially owns 462,333 shares indirectly as a controlling
         shareholder  of  International  Gaming  Consultants,  Inc.  and 500,000
         indirectly through his spouse. (4) Less than 1%.


Item 7. Major Shareholders and Related Party Transactions

         A.  Major  shareholders.  The  Company  is not aware of any  beneficial
owners of 5% or more of the Company's common stock other than those disclosed in
Item 6.E. above.

         B. Related party  transactions.  We have a sub-licensee  agreement with
International Gaming Consultants, Inc., a company owned and controlled by Victor
DeLaet,  an  officer  and  director.  Pursuant  to our  sub-licensee  agreement,
International  Gaming has in turn entered into  sub-license  agreements  with 17
third  parties   unaffiliated   with  us.  The  sub-license   agreement  between
International Gaming and us are on the same terms as the sub-license  agreements
between unaffiliated third parties and us.

         International  Gaming  does not own or operate a gaming  web site.  The
cost per site for each of the sites  referred to us by  International  Gaming is
approximately  $45,000,  which the  sub-licensees  are paying to us on a monthly
basis from revenues generated by the websites. In addition, we have the right to
receive  recurring revenue of 15% of the revenue generated from each such casino
site on a monthly basis. See "Business-The Company."

         Full disclosure of this  transaction was made to World Gaming and World
Gaming consented to this sub-licensing arrangement.

         As of May 31, 2002,  we owed Messrs.  Donaghy and DeLaet  approximately
$520,000 and $62,964,  respectively for consulting services,  for funds advanced
to us and for other expenses paid on behalf of the Company.

         During  November  2000, we issued to Mr.  Donaghy  8,400,000  shares of
common  stock at  $0.0009  per share in  exchange  for office  equipment  with a
historical  cost of $3,472 and expenses valued at $3,992,  which  represents his
historical cost.

         During  November 2000, we issued to Victor DeLaet  2,100,000  shares of
common stock at $0.0331 per share for $69,430 cash.


                                       25
<PAGE>

Item 8. Financial Information

         A. Consolidated Statements and Other Financial Information. This annual
report on Form 20-F contains the financial information set forth under Item 18.

         B.  Significant   Changes.  In  May  2003,  the  Company  entered  into
initiatives   to  further   diversify  the  it's  interests  in  the  lifestyles
consumables  market. The first initiative is the distribution of private labeled
bottled spring water and the second  initiative is the distribution of a private
line of UV-free tanning products and booths.

         In April 2001, the Company acquired the assets of Suchow Holdings,  Ltd
for $150,000 and 1,000,000  shares of its common stock.  This  acquisition  will
allow the Company to provide  back-end  administrative  software  solutions  for
e-commerce  driven websites.  The Company will use its proprietary  e-gaming and
management software acquired from Suchow to license its own software to Internet
gaming website operators.

Legal Proceedings

         The  Company is not a party to any  pending or ongoing  material  legal
proceeding  nor is the company  aware of any  threatened  or  anticipated  legal
proceeding against it.

Dividend Policy

         The Company has not paid and does not plan to pay any cash dividends on
its capital stock. The Company  currently  intends to retain any future earnings
to fund growth,  and therefore  does not expect to pay any cash dividends in the
foreseeable future.

Item 9. The Offer and Listing

         As of December 31, 2002,  no active market within or outside the United
States exist for our common  stock.  As of the date of this report,  there is no
active trading market within or outside the United States for our common stock.

Item 10. Additional Information

A.  Share Capital.

         Not Applicable

B. Memorandum and articles of incorporation.

         Incorporated by reference from the Company's  registration statement on
Form 20-F filed on December 19, 2001.

C. Material contracts.

         On January 25,  2001,  the Company  entered  into a software  licensing
agreement   with  World   Gaming  and  also  paid  World   Gaming  a   one-time,
non-refundable  software development fee of $100,000 for its own virtual casino.
Pursuant to the agreement  with World  Gaming,  the Company is required to pay a
monthly  royalty  fee of 20% based on net  monthly  revenues.  According  to the
agreement,  a minimum of 15% of the previous month's net monthly casino revenues
must be spent on  advertising  and marketing per month.  The term of the license
agreement is for one year with automatic  indefinite  one-year  extensions.  The
World Gaming license allows the Company to assign sub-licenses.

         On November 20, 2001, through a subsidiary,  in an agreement with World
Gaming,  we acquired a three-year  gaming  license  from the Curacao  Chamber of
Commerce and Industry.


                                       26
<PAGE>

         The Company is subject to a 10% rolling reserve holdback on its revenue
for a rolling  six-month  period by its  credit  card  clearing  company,  World
Gaming. A 10% six-month rolling reserve is a standard  procedure in the e-gaming
industry.  To date,  the Company has received  payment from World Gaming through
June 2002.

         The Company  has  employment  agreements  with its  president  and vice
president, as discussed more fully below.

         The  Company  entered  into a three  -year  employment  agreement  with
Michael  Donaghy  dated July 1, 2001 to serve as our  President  and also as the
general manager of our wholly-owned subsidiary International E Gaming Developers
Inc.  Mr.  Donaghy is  entitled  to receive an annual  salary of  $125,000  plus
customary   vacation,   medical,   dental  and  life   insurance   benefits  and
reimbursement  of certain  business  expenses.  We may terminate the  employment
agreement for "cause" which includes,  (i) failure by Mr. Donaghy to perform his
duties  in  accordance  with  the  employment  agreement;   (ii)  Mr.  Donaghy's
conviction for a criminal offense involving fraud,  misappropriation  of monies,
property  or  rights  of the  Company  or an act of moral  turpitude;  (iii) Mr.
Donaghy's  willful  malfeasance  or willful gross  misconduct;  (iv) a breach of
certain provisions of the employment agreement; and (v) for any reason permitted
by law that would allow the Company to terminate the agreement without notice or
for payment in lieu of notice.

         The Company may also  terminate the employment  agreement  prior to the
end  of the  term  by  payment  to  Mr.  Donaghy  of a  lump  sum  equal  to his
compensation and benefits payable under the remaining term of the agreement.

         The Company entered into a three-year  employment agreement with Victor
DeLaet dated July 1, 2001 to serve as our Vice President. Mr. DeLaet is entitled
to receive an annual  salary of $100,000  (Canadian)  plus  customary  vacation,
medical,  dental  and life  insurance  benefits  and  reimbursement  of  certain
business expenses.  We may terminate the employment  agreement for "cause" which
includes, (i) failure by Mr. DeLaet to perform his duties in accordance with the
employment  agreement;  (ii) Mr.  DeLaet's  conviction  for a  criminal  offense
involving fraud,  misappropriation of monies,  property or rights of the Company
or an act of moral turpitude;  (iii) Mr. DeLaet's willful malfeasance or willful
gross  misconduct;  (iv) a  breach  of  certain  provisions  of  the  employment
agreement;  and (v) for any reason permitted by law that would allow the Company
to terminate the agreement without notice or for payment in lieu of notice.

         We may also terminate the employment  agreement prior to the end of the
term by  payment  to Mr.  DeLaet  of a lump sum  equal to his  compensation  and
benefits payable under the remaining term of the agreement.

D. Exchange controls.

         The Company is an Ontario corporation. Canada has no system of exchange
controls.  There are no Canadian  restrictions on the repatriation of capital or
earnings of a Canadian  public company to non-resident  investors.  There are no
laws in Canada or exchange  restrictions  affecting the remittance of dividends,
profits,  royalties and other payments to  non-resident  holders of the Canadian
securities.

         There are no limitations under the laws of Canada or in the controlling
documents of the Company on the right of foreigners to hold or vote securities
of the Company, except that the Investment Canada Act may require review and
approval by the Minister of Industry (Canada) of certain acquisitions of
"control" of the Company by a "non-Canadian". The threshold for acquisitions of
control is generally defined as being one-third or more of the voting shares of
the Company. "Non-Canadian" generally means an individual who is not a Canadian
citizen, or a corporation, partnership, trust or joint venture that is
ultimately controlled by non-Canadians.

E.  Taxation.

Canadian Federal Income Tax Consequences

         The  following  is a brief  summary of some of the  principal  Canadian
federal  income tax  consequences  to a U.S.  Holder (as  defined  below) of the
Company's  common  shares who deals at arm's  length with and is not  affiliated


                                       27
<PAGE>

with the Company, holds the shares as capital property and who, for the purposes
of the  Income  Tax  Act  (Canada)  and  the  Canada-United  States  Income  Tax
Convention,  is at all relevant  times  resident or deemed to be resident in the
United  States  and is not nor is deemed  to be in Canada  and does not carry on
business in Canada.

         This summary is of a general  nature only and is not, and should not be
interpreted  as,  legal or tax  advice  to any  particular  U.S.  Holder  and no
representation  is made with respect to the Canadian income tax  consequences to
any particular  person.  Accordingly,  U.S. Holders are advised to consult their
own tax advisers with respect to their particular circumstances.

         Under the Income Tax Act  (Canada)  and  pursuant to the  Canada-United
States Income Tax Convention,  a U.S. Holder of common shares will be subject to
a 15 percent  withholding  tax on  dividends  paid or  credited or deemed by the
Income  Tax Act  (Canada)  to have been paid or  credited  on such  shares.  The
withholding tax rate is 5 percent for 1999, 2000 and 2001, where the U.S. Holder
is a corporation that beneficially owns at least 10 percent of the voting shares
of the Company.

         In general, a U.S. Holder will not be subject to Canadian income tax on
capital gains arising on the disposition of the Company common shares unless (i)
at any time in the five-year period  immediately  preceding the disposition,  25
percent or more of the shares of any class or series of the capital stock of the
Company  were owned (or were under  option or subject to an interest  in) by the
U.S.  Holder,  by persons with whom the U.S. Holder did not deal at arm's length
and (ii) the  value  of the  common  shares  of the  Company  at the time of the
disposition   derives   principally  from  real  property  (as  defined  in  the
Canada-United States Income Tax Convention) situated in Canada.

United States Federal Income Tax Consequences

         The following is a general  discussion of certain possible U.S. federal
income tax  consequences,  under  current law,  generally  applicable  to a U.S.
Holder of common shares of the Company.  This  discussion is of a general nature
only and does not take into account the particular facts and circumstances, with
respect to U.S. federal income tax issues,  of any particular U.S. Holder.  This
discussion  does not cover any state,  local or foreign tax  consequences.  (See
"Taxation-- Canadian Federal Income Tax Consequences", above).

         The  following  discussion  is based upon the  sections of the Internal
Revenue Code of 1986, as amended (the "Code"),  Treasury Regulations,  published
Internal Revenue Service ("IRS") rulings,  published administrative positions of
the IRS and court decisions that are currently  applicable,  any or all of which
could be materially and adversely  changed,  possibly on a retroactive basis, at
any time and which are subject to  differing  interpretations.  This  discussion
does not consider the potential  effects,  both adverse and  beneficial,  of any
proposed  legislation  which,  if  enacted,  could  be  applied,  possibly  on a
retroactive basis, at any time.

         This discussion is for general  information only and it is not intended
to be, nor should it be construed to be, legal or tax advice to any U.S.  Holder
or prospective  U.S.  Holder of common shares of the Company,  and no opinion or
representation  with respect to the U.S.  federal income tax consequences to any
such U.S. Holder or prospective U.S. Holder is made.  Accordingly,  U.S. Holders
and  prospective  U.S.  Holders of common shares of the Company  should  consult
their own financial  advisor,  legal  counsel or  accountant  regarding the U.S.
federal,  state,  local and foreign tax  consequences of purchasing,  owning and
disposing of common shares of the Company.

U.S. Holders
------------

         As used herein, a "U.S.  Holder" means a holder of common shares of the
Company  who is (i) a  citizen  or  individual  resident  of  the  U.S.,  (ii) a
corporation or partnership created or organized in or under the laws of the U.S.
or of any political subdivision thereof, (iii) an estate whose income is taxable
in the U.S.  irrespective  of  source  or (iv) a trust  subject  to the  primary
supervision  of a court  within  the U.S.  and  control of a U.S.  fiduciary  as
described Section 7701(a)(30) of the Code.

Persons Not Covered
-------------------

         This summary does not address the U.S.  federal income tax consequences
to  persons  (including  persons  who  are  U.S.  Holders)  subject  to  special
provisions  of  U.S.   federal   income  tax  law,   including  (i)   tax-exempt
organizations,  (ii) qualified  retirement  plans,  (iii) individual  retirement


                                       28
<PAGE>

accounts and other  tax-deferred  accounts,  (iv)  financial  institutions,  (v)
insurance  companies,  (vi)  real  estate  investment  trusts,  (vii)  regulated
investment companies, (viii) broker-dealers,  (ix) persons or entities that have
a "functional  currency" other than the U.S. dollar,  (x) persons subject to the
alternative minimum tax, (xi) persons who own their common shares of the Company
as part of a straddle,  hedging,  conversion  transaction,  constructive sale or
other arrangement  involving more than one position,  (xii) persons who acquired
their  common  shares of the  Company  through the  exercise  of employee  stock
options or otherwise as  compensation  for services,  (xiii) persons that own an
interest in an entity that owns common shares of the Company,  (xiv) persons who
own,  exercise or dispose of any  options,  warrants or other  rights to acquire
common shares of the Company, or (xv) persons who own their common shares of the
Company  other than as a capital asset within the meaning of Section 1221 of the
Code.

Distribution on Common Shares of the Company
--------------------------------------------

         U.S.   Holders   receiving   distributions    (including   constructive
distributions)  with  respect to common  shares of the Company  are  required to
include in gross income for U.S. federal income tax purposes the gross amount of
such distributions,  equal to the U.S. dollar value of such distributions on the
date of receipt  (based on the exchange  rate on such date),  to the extent that
the Company has current or accumulated  earnings and profits,  without reduction
for any Canadian income tax withheld from such distributions.  Such Canadian tax
withheld  may be  credited,  subject to certain  limitations,  against  the U.S.
Holder's U.S. federal income tax liability or, alternatively, may be deducted in
computing the U.S.  Holder's U.S.  federal  taxable  income by those who itemize
deductions. (See more detailed discussion at "Foreign Tax Credit" below). To the
extent  that  distributions  from the  Company  exceed  current  or  accumulated
earnings and profits of the Company, such distributions will be treated first as
a return of capital,  to the extent of the U.S.  Holder's  adjusted basis in the
common  shares,  and  thereafter as gain from the sale or exchange of the common
shares of the Company.  (See more detailed  discussion at "Disposition of Common
Shares of the Company" below)

         In the case of foreign currency  received as a distribution that is not
converted  by the  recipient  into U.S.  dollars on the date of receipt,  a U.S.
Holder will have a tax basis in the foreign  currency  equal to its U.S.  dollar
value on the date of  receipt.  Generally  any  gain or loss  recognized  upon a
subsequent  sale or other  disposition  of the foreign  currency,  including the
exchange  for  U.S.  dollars,  will be  ordinary  income  or loss.  However,  an
individual  whose  realized  gain does not exceed $200 will not  recognize  that
gain, to the extent that there are no expenses  associated  with the transaction
that meet the  requirements  for  deductibility  as a trade or business  expense
(other than travel expenses in connection with a business trip) or as an expense
for the production of income.

         Dividends  paid on the common shares of the Company  generally will not
be  eligible  for  the  "dividends  received  deduction"  allowed  to  corporate
shareholders receiving dividends from certain U.S.  corporations.  Under certain
circumstances,  a U.S.  Holder  that  is a  corporation  and  that  owns  shares
representing  at least 10% of the total  voting power and the total value of the
Company's  outstanding  shares may be entitled to a 70%  deduction  of the "U.S.
source"  portion of  dividends  received  from the  Company  (unless the Company
qualifies  as  a  "Foreign  Personal  Holding  Company"  or a  "Passive  Foreign
Investment  Company"  as  defined  below).  The  availability  of the  dividends
received  deduction is subject to several complex  limitations  which are beyond
the scope of this  discussion,  and U.S. Holders of common shares of the Company
should  consult  their  own  financial  advisor,  legal  counsel  or  accountant
regarding the dividends received deduction.

         Certain  information  reporting and backup  withholding rules may apply
with respect to certain  payments  related to the Company's  common  shares.  In
particular,  a payor or middleman  within the U.S.,  or in certain cases outside
the U.S., will be required to withhold 30% (which rate is scheduled for periodic
adjustment) of any payments to a U.S.  Holder of the Company's  common shares of
dividends  on, or proceeds from the sale of, such common shares within the U.S.,
if a U.S. Holder fails to furnish its correct taxpayer  identification number or
otherwise  fails to comply with,  or establish  an  exemption  from,  the backup
withholding  tax  requirements.  Any  amounts  withheld  under  the U.S.  backup
withholding  tax rules will be allowed as a refund or a credit  against the U.S.
Holder's U.S. federal income tax liability, provided the required information is
furnished to the IRS. U.S.  Holders should consult their own financial  advisor,
legal  counsel or  accountant  regarding  the  information  reporting and backup
withholding rules applicable to the Company's common shares.


                                       29
<PAGE>

Foreign Tax Credit
------------------

         A U.S. Holder who pays (or has withheld from distributions) Canadian or
other  foreign  income tax with respect to the ownership of common shares of the
Company may be entitled,  at the option of the U.S. Holder,  to either receive a
deduction or a tax credit for U.S.  federal  income tax purposes with respect to
such foreign tax paid or withheld.  Generally,  it will be more  advantageous to
claim a  credit  because  a  credit  reduces  U.S.  federal  income  taxes  on a
dollar-for-dollar  basis, while a deduction merely reduces the taxpayer's income
subject to U.S.  federal  income tax.  This  election is made on a  year-by-year
basis and applies to all foreign taxes paid by (or withheld  from  distributions
to) the U.S. Holder during that year.

         There are significant and complex limitations that apply to the foreign
tax credit,  among which is the general limitation that the credit cannot exceed
the proportionate  share of the U.S. Holder's U.S. income tax liability that the
U.S.  Holder's  "foreign  source"  income bears to his or its worldwide  taxable
income.  In applying this limitation,  the various items of income and deduction
must be classified as either "foreign  source" or "U.S.  source."  Complex rules
govern this classification  process. In addition,  this limitation is calculated
separately with respect to specific classes of income such as "passive  income,"
"high withholding tax interest," "financial services income," "shipping income,"
and  certain  other  classifications  of income.  Dividends  distributed  by the
Company  will  generally   constitute  "foreign  source"  income,  and  will  be
classified  as  "passive  income"  or,  in the  case of  certain  U.S.  Holders,
"financial services income" for these purposes.

         In addition,  U.S.  Holders that are  corporations  and that own 10% or
more of the voting stock of the Company may be entitled to an "indirect" foreign
tax  credit  under  Section  902 of the Code  with  respect  to the  payment  of
dividends  by the Company  under  certain  circumstances  and subject to complex
rules and  limitations.  The  availability  of the  foreign  tax  credit and the
application of the  limitations  with respect to the foreign tax credit are fact
specific,  and each U.S.  Holder of common shares of the Company  should consult
their own financial advisor,  legal counsel or accountant  regarding the foreign
tax credit rules.

Disposition of Common Shares of the Company
-------------------------------------------

         A U.S.  Holder  will  recognize  gain or loss  upon  the  sale or other
taxable disposition of common shares of the Company equal to the difference,  if
any,  between (i) the amount of cash plus the fair market  value of any property
received,  and (ii) the  shareholder's  tax  basis in the  common  shares of the
Company. This gain or loss will be capital gain or loss if the common shares are
a capital asset in the hands of the U.S. Holder, which will be long-term capital
gain or loss if the  common  shares  of the  Company  are held for more than one
year.

         Preferential tax rates apply to long-term capital gains of U.S. Holders
that are individuals,  estates or trusts.  Deductions for net capital losses are
subject to significant limitations.  For U.S. Holders that are not corporations,
any unused  portion of such net capital  loss may be carried  over to be used in
later tax years  until  such net  capital  loss is thereby  exhausted.  For U.S.
Holders that are corporations  (other than corporations  subject to Subchapter S
of the Code),  an unused net  capital  loss may be carried  back three years and
carried forward five years from the loss year to be offset against capital gains
until such net capital loss is thereby exhausted.

Other Considerations for U.S. Holders
-------------------------------------

         In the following  circumstances,  the above sections of this discussion
may not  describe  the U.S.  federal  income tax  consequences  to U.S.  Holders
resulting from the ownership and disposition of common shares of the Company:



                                       30
<PAGE>

Foreign Personal Holding Company
--------------------------------

         If at any time  during a  taxable  year (i) more  than 50% of the total
voting power or the total value of the  Company's  outstanding  shares is owned,
directly  or  indirectly,  by five or  fewer  individuals  who are  citizens  or
residents  of the U.S.  and (ii) 60% (or 50% in  certain  cases)  or more of the
Company's  gross  income  for such year is  "foreign  personal  holding  company
income"  as  defined  in Section  553 of the Code  (e.g.,  dividends,  interest,
royalties,  certain  gains from the sale of stock and  securities,  and  certain
gains from commodities  transactions),  the Company may be treated as a "Foreign
Personal Holding Company"  ("FPHC") In that event, U.S. Holders of common shares
of the Company  would be required to include in gross income for such year their
allocable  portions of such "foreign  personal  holding  company  income" to the
extent the Company does not actually distribute such income.

         The Company  does not believe  that it  currently  qualifies as a FPHC.
However,  there can be no assurance  that the Company  will not be  considered a
FPHC for the current or any future taxable year.

Foreign Investment Company
--------------------------

         If (i) 50% or more of the total voting power or the total value of the
Company's outstanding shares is owned, directly or indirectly, by citizens or
residents of the U.S., U.S. partnerships or corporations, or U.S. estates or
trusts (as defined by the Code Section 7701(a)(30)), and (ii) the Company is
found to be engaged primarily in the business of investing, reinvesting, or
trading in securities, commodities, or any interest therein, the Company may be
treated as a "Foreign Investment Company" ("FIC") as defined in Section 1246 of
the Code, causing all or part of any gain realized by a U.S. Holder selling or
exchanging common shares of the Company to be treated as ordinary income rather
than capital gain.

         The Company  does not believe  that it  currently  qualifies  as a FIC.
However, there can be no assurance that the Company will not be considered a FIC
for the current or any future taxable year.

Controlled Foreign Corporation
------------------------------

         If more than 50% of the total  voting  power or the total  value of the
Company's  outstanding shares is owned,  directly or indirectly,  by citizens or
residents of the U.S., U.S.  partnerships or  corporations,  or U.S.  estates or
trusts (as defined by the Code Section 7701(a)(30)), each of which own, directly
or  indirectly,  10% or  more  of  the  total  voting  power  of  the  Company's
outstanding shares (each a "10% Shareholder"), the Company could be treated as a
"Controlled Foreign Corporation" ("CFC") under Section 957 of the Code.

         The  classification  of the Company as a CFC would  effect many complex
results,  including that 10%  Shareholders of the Company would generally (i) be
treated as having received a current  distribution  of the Company's  "Subpart F
income"  and (ii) would also be subject to current  U.S.  federal  income tax on
their pro rata shares of the Company's earnings invested in "U.S. property." The
foreign tax credit may reduce the U.S.  federal  income tax on these amounts for
such 10%  Shareholders  (See more  detailed  discussion  at "Foreign Tax Credit"
above). In addition, under Section 1248 of the Code, gain from the sale or other
taxable  disposition of common shares of the Company by a U.S. Holder that is or
was a 10%  Shareholder  at any time during the five-year  period ending with the
sale is treated as ordinary  income to the extent of earnings and profits of the
Company attributable to the common shares sold or exchanged.

         If the  Company  is  classified  as both a Passive  Foreign  Investment
Company as described below and a CFC, the Company  generally will not be treated
as a Passive Foreign Investment  Company with respect to 10% Shareholders.  This
rule generally will be effective for taxable years of 10% Shareholders beginning
after 1997 and for  taxable  years of the  Company  ending  with or within  such
taxable years of 10% Shareholders.

         The Company  does not believe  that it  currently  qualifies  as a CFC.
However, there can be no assurance that the Company will not be considered a CFC
for the current or any future taxable year. The CFC rules are very  complicated,
and U.S.  Holders should consult their own financial  advisor,  legal counsel or
accountant  regarding  the CFC rules and how these  rules may impact  their U.S.
federal income tax situation.

Passive Foreign Investment Company
----------------------------------

         The  Code  contains  rules  governing   "Passive   Foreign   Investment
Companies"  ("PFIC") which can have  significant tax effects on U.S.  Holders of
foreign  corporations.  Section 1297 of the Code defines a PFIC as a corporation
that is not formed in the U.S. and, for any taxable year, either (i) 75% or more
of its gross income is "passive income" or (ii) the average percentage,  by fair
market  value (or, if the  corporation  is not  publicly  traded and either is a
controlled foreign corporation or makes an election,  by adjusted tax basis), of
its assets that produce or are held for the  production  of "passive  income" is
50% or more.  "Passive  income"  includes,  for  example,  dividends,  interest,
certain  rents  and  royalties,  certain  gains  from  the  sale  of  stock  and
securities,  and certain gains from  commodities  transactions.  However,  gains
resulting  from  commodities   transactions  are  generally  excluded  from  the
definition of passive income if "substantially all" of a merchant's,  producer's
or  handler's  business  is as an active  merchant,  producer or handler of such
commodities.


                                       31
<PAGE>

         For purposes of the PFIC income test and the assets test,  if a foreign
corporation  owns (directly or indirectly) at least 25% by value of the stock of
another corporation, such foreign corporation shall be treated as if it (a) held
a proportionate share of the assets of such other corporation,  and (b) received
directly its proportionate share of the income of such other corporation.  Also,
for purposes of such PFIC tests,  passive  income does not include any interest,
dividends,  rents or  royalties  that are  received or accrued  from a "related"
person to the extent  such amount is  properly  allocable  to the income of such
related  person which is not passive  income.  For these  purposes,  a person is
related  with respect to a foreign  corporation  if such person  "controls"  the
foreign  corporation or is controlled by the foreign  corporation or by the same
persons  that control the foreign  corporation.  For these  purposes,  "control"
means  ownership,  directly or indirectly,  of stock possessing more than 50% of
the total voting power of all classes of stock  entitled to vote or of the total
value of stock of a corporation.

         U.S.  Holders owning common shares of a PFIC are subject to the highest
rate of tax on ordinary income in effect for the applicable  taxable year and to
an interest  charge based on the value of deferral of tax for the period  during
which the common  shares of the PFIC are owned with  respect to certain  "excess
distributions" on and dispositions of PFIC stock under Section 1291 of the Code.
However,  if the  U.S.  Holder  makes a  timely  election  to  treat a PFIC as a
qualified  electing  fund ("QEF") with  respect to such  shareholder's  interest
therein,  the  above-described  rules  generally  will not apply.  Instead,  the
electing  U.S.  Holder would  include  annually in his gross income his pro rata
share of the PFIC's ordinary earnings and net capital gain regardless of whether
such  income  or gain was  actually  distributed.  A U.S.  Holder  of a QEF can,
however,  elect to defer the payment of U.S.  federal  income tax on such income
inclusions.  In addition,  subject to certain limitations,  U.S. Holders owning,
actually or constructively, marketable (as specifically defined) stock in a PFIC
will be permitted to elect to mark that stock to market annually, rather than be
subject to the tax regime of Section  1291 of Code as described  above.  Amounts
included in or deducted from income under this alternative (and actual gains and
losses  realized  upon  disposition,  subject  to certain  limitations)  will be
treated as ordinary gains or losses.

         The Company  believes  that it was not a PFIC for its fiscal year ended
December  31,  2002 and does not  believe  that it will be a PFIC for the fiscal
year ending  December 31, 2003.  There can be no  assurance  that the  Company's
determination  concerning  its PFIC status will not be challenged by the IRS, or
that it will be able to satisfy record keeping requirements that will be imposed
on QEFs in the event that it qualifies as a PFIC.

         The PFIC rules are very  complicated,  and U.S.  Holders should consult
their own financial  advisor,  legal  counsel or  accountant  regarding the PFIC
rules and how these rules may impact their U.S. federal income tax situation.

F. Dividends and paying agents.

         Not Applicable.

G. Statements by experts.

         Not Applicable

H. Documents on display.

Documents filed as exhibits to this annual report are described in Item 18(b).

Item 11. Quantitative and Qualitative Disclosures About Market Risk

         Not Applicable.

Item 12. Description of Securities Other Than Equity Securities

         Not Applicable.


                                       32
<PAGE>

                                     PART II

Item 13. Defaults, Dividends Arrearages and Delinquencies

         Not Applicable.

Item 14.  Material  Modifications  to the Rights of Security  Holders and Use of
Proceeds

         Not Applicable.

Item 15. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

         Based  on the  evaluation  of the  Company's  disclosure  controls  and
procedures in the 90 days prior to the date of this report,  the Company's chief
executive officer/ chief financial officer has determined that such controls and
procedures were reasonably  designed to ensure that  information  required to be
disclosed  by the Company in reports it files or submits  under the Exchange Act
is  recorded,  processed,  summarized  and  reported  within  the  time  periods
specified in the rules and forms of the Securities and Exchange Commission.

         There are inherent  limitations to the  effectiveness  of any system of
disclosure controls and procedures, including the possibility of human error and
the  circumvention  or overriding of such controls and procedures.  Accordingly,
even effective  disclosure  controls and procedures can only provide  reasonable
assurance of achieving their control objectives.

Changes in Internal Controls

         No significant  change has occurred in the Company's  internal controls
or in other factors since the date of the  evaluation  that could  significantly
affect these controls, nor have there been any corrective actions with regard to
significant  deficiencies  and material  weaknesses  in the  Company's  internal
controls.

Item 16A. Audit Committee Financial Expert

         Not yet Applicable.

Item 16B. Code of Ethics

         Not yet Applicable.

Item 16C. Principal Accountant Fees and Services

         Not yet Applicable.













                                       33
<PAGE>



                                                     PART III

Item 17. Financial Statements

Financial  Statements.  Thze consolidated  financial  statements set forth under
Item 18 are included as part of this annual report.


Item 18.. Financial Statements

The  following  auditors'  reports and  consolidated  financial  statements  are
included in this Form 20-F:

Oxford Software Developers Inc.                                      Sequential
Consolidated Financial Statements                                    Page Number
---------------------------------                                    -----------
                  .........
Auditors' Report      ...................................................F-1
Consolidated Balance Sheet as at December 31, 2000 and
  December 31, 2001 .....................................................F-2
Consolidated Statements of Operations for the period from
  October 31, 2000 to December 31, 2000 and December 31, 2001............F-3
Statement of Stockholders Equity
  for the year ended December 31, 2000 and December 31, 2001.............F-4
Consolidated Statements of Cash Flows for the year ended
  December 31, 2000 and December 31, 2001 ...............................F-5
Notes to Consolidated Financial Statements...............................F-6


























                                       34
<PAGE>

Item 19.               Exhibits

Exhibits and Exhibit Index. The following Exhibits are filed as part of this
Annual Report and incorporated herein by reference to the extent applicable.

                                                    Exhibit Index

Exhibit No.     Description                                          Page Number

   1.1          Articles of Incorporation.................................*
   1.2          Bylaws....................................................*
   2.1          Specimen Stock Certificate................................*
   4.1          Agreement with Starnet Systems International  Inc., dated
                January 25, 2001..........................................*
   4.2          Specimen Affiliate Sub-License Agreement..................*
   4.3          Asset Purchase Agreement with Suchow Holdings Ltd.
                   dated April 26, 2001...................................*
   4.4           Exhibits to Agreement with Starnet Systems International
                   Inc., dated January 25, 2001...........................*
   4.5           Mutual Release with CCPC Biotech Inc. dated March 1,
                   2001...................................................*
   4.6           Sub-License Agreement between Starnet Systems N.V. and
                   International E-Gaming Developers N.V. dated
                   November 20, 2001......................................*
   4.7           Employment Agreement between Oxford Software Developers
                   Inc. and Michael Donaghy dated July 1, 2001............*
   4.8           Employment Agreement between Oxford Software Developers
                   Inc. and Victor DeLaet dated July 1, 2001..............*
   4.9           Agreement between Oxford Software Developers Inc. and
                   West America Securities Corp. dated March 7, 2002......*
   8.1           List of Subsidiaries.....................................*
  23.1           Consent of Williams & Webster, P.S., Certified Public
                   Accountants............................................39
  99.1           Certificate of Chief Executive Officer pursuant to
                   Section 906 of the Sarbanes-Oxley Act of 2002..........40
  99.2           Certificate of Chief Financial Officer pursuant to
                   Section 906 of the Sarbanes-Oxley Act of 2002..........41


     * Incorporated  by reference from the Company's  annual report on Form 20-F
filed on June 28, 2002.


     Financial Statement Schedules

     None.
















                                       35
<PAGE>

                                   Signatures

The registrant hereby certifies that it meets all of the requirements for filing
on Form 20-F and that it has duly caused and authorized the  undersigned to sign
this annual report on its behalf.

                                               OXFORD SOFTWARE DEVELOPERS
                                               INC.


 Date: June 27, 2003                           By: /S/Michael Donaghy
                                                  ------------------------------
                                               Michael Donaghy, President/ Chief
                                               Executive Officer


























                                       36
<PAGE>

     Certification by Chief Executive Officer Pursuant to Section 302 of the
                           Sarbanes-Oxley Act of 2002


I, Michael Donaghy, certify that:

1.   I have  reviewed  this  Annual  Report  on  Form  20-F of  Oxford  Software
     Developers Inc. (the "Registrant");

2.   Based on my  knowledge,  this  Annual  Report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this Annual Report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this Annual Report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the Registrant as of, and for, the periods presented in this Annual Report;

4.   The  Registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to the a  Registrant,  including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this Annual Report
          is being prepared;

     b)   evaluated the  effectiveness of the Registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this Annual Report (the "Evaluation Date"); and

     c)   presented   in  this   Annual   Report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The Registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  Registrant's  auditors  and the audit
     committee of  Registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls which could  adversely a affect the  Registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  Registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  Registrant's  internal
          controls; and

6.   The  Registrant's  other  certifying  officers and I have indicated in this
     Annual  Report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.


By:   /S/  Michael Donaghy
   -----------------------------
           Michael Donaghy
       Chief Executive Officer

Date: June 27, 2003



                                       37
<PAGE>

     Certification by Chief Financial Officer Pursuant to Section 302 of the
                           Sarbanes-Oxley Act of 2002


I, Michael Donaghy, certify that:

1.   I have  reviewed  this  Annual  Report  on  Form  20-F of  Oxford  Software
     Developers Inc. (the "Registrant");

2.   Based on my  knowledge,  this  Annual  Report  does not  contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this Annual Report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information included in this Annual Report,  fairly present in all material
     respects the financial  condition,  results of operations and cash flows of
     the Registrant as of, and for, the periods presented in this Annual Report;

4.   The  Registrant's  other  certifying  officers  and I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to the a  Registrant,  including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during the period in which this Annual Report
          is being prepared;

     b)   evaluated the  effectiveness of the Registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this Annual Report (the "Evaluation Date"); and

     c)   presented   in  this   Annual   Report  our   conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The Registrant's other certifying  officers and I have disclosed,  based on
     our most recent  evaluation,  to the  Registrant's  auditors  and the audit
     committee of  Registrant's  board of directors (or persons  performing  the
     equivalent function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls which could  adversely a affect the  Registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  Registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  Registrant's  internal
          controls; and

6.   The  Registrant's  other  certifying  officers and I have indicated in this
     Annual  Report  whether or not there were  significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.



By:   /S/  Michael Donaghy
   ------------------------------
           Michael Donaghy
       Chief Financial Officer

Date:  June 27, 2003



                                       38

<PAGE>







================================================================================















                         OXFORD SOFTWARE DEVELOPERS INC.
                (Formerly International E Gaming Developers Ltd.)

                        CONSOLIDATED FINANCIAL STATEMENTS


                                December 31, 2002
























                            Williams & Webster, P.S.
                          Certified Public Accountants
                        Bank of America Financial Center
                          W. 601 Riverside, Suite 1940
                                Spokane, WA 99201
                                 (509) 838-5111



================================================================================


<PAGE>

                         OXFORD SOFTWARE DEVELOPERS INC.
                (Formerly International E Gaming Developers Ltd.)
                                December 31, 2002

                                TABLE OF CONTENTS





INDEPENDENT AUDITOR'S REPORT                                                 F-1

CONSOLIDATED FINANCIAL STATEMENTS

         Balance Sheets                                                      F-2

         Statement of Operations                                             F-3

         Statement of Stockholders' Equity (Deficit)                         F-4

         Statement of Cash Flows                                             F-5

NOTES TO THE FINANCIAL STATEMENTS                                            F-6







<PAGE>

Board of Directors
Oxford Software Developers Inc.
North York, Ontario
CANADA

                          INDEPENDENT AUDITOR'S REPORT
                          ----------------------------


We have audited the accompanying  consolidated balance sheets of Oxford Software
Developers Inc. formerly International  E-Gaming,  Inc. (an Ontario corporation)
as of December  31, 2002 and 2001,  and the related  statements  of  operations,
stockholders'  equity  (deficit) and cash flows for the years then ended.  These
financial  statements are the  responsibility of the Company's  management.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Oxford  Software  Developers
Inc.,  as of  December  31,  2002  and  2001,  and  the  related  statements  of
operations,  stockholders'  equity  (deficit)  and cash flows for the years then
ended, in conformity with accounting principles generally accepted in the United
States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 2 to the
financial  statements,  the Company has generated  insufficient revenue to cover
expenses and therefore has suffered  recurring losses from operations  resulting
in an accumulated deficit of $2,967,592,  at December 31, 2002. These conditions
raise  substantial  doubt  about the  Company's  ability to  continue as a going
concern.  Management's  plans regarding this issue are also discussed in Note 2.
The financial  statements do not include any adjustments  that might result from
the outcome of this uncertainty.



Williams & Webster, P.S.
Certified Public Accountants
Spokane, Washington
June 23, 2003













                                      F-1
<PAGE>
<TABLE>
<CAPTION>

                         OXFORD SOFTWARE DEVELOPERS INC.
                (Formerly International E Gaming Developers Ltd.)
                           CONSOLIDATED BALANCE SHEETS

                                                                                December 31,    December 31,
                                                                                    2002            2001
                                                                                ------------    ------------
<S>                                                                             <C>             <C>
ASSETS

      CURRENT ASSETS
          Cash                                                                  $        637    $        508
          Accounts receivable                                                         15,793          68,904
          Loan receivable, related party                                                 867           2,735
          Prepaid expenses                                                            30,949          35,732
                                                                                ------------    ------------
               Total Current Assets                                                   48,246         107,879
                                                                                ------------    ------------

      PROPERTY, PLANT AND EQUIPMENT
          Office equipment                                                            18,615          14,998
          Accumulated depreciation                                                   (10,692)         (4,731)
                                                                                ------------    ------------
               Total Property, Plant and Equipment                                     7,923          10,267
                                                                                ------------    ------------

      OTHER ASSETS
          Software license, net of amortization                                         --              --
          Software                                                                       952         405,342
                                                                                ------------    ------------
               Total Other Assets                                                        952         405,342
                                                                                ------------    ------------

TOTAL ASSETS                                                                    $     57,121    $    523,488
                                                                                ============    ============


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

      CURRENT LIABILITIES
          Accounts payable                                                      $    289,191    $    228,411
          Payroll liabilities                                                         47,813            --
          Checks written in excess of bank funds                                       8,478           3,673
          Deferred revenue                                                             3,130          13,312
          Customer deposits                                                             --            53,760
          Note payable                                                                15,860          15,718
          Loans payable, related party                                               415,894         210,900
                                                                                ------------    ------------
               Total Current Liabilities                                             780,366         525,774
                                                                                ------------    ------------

      COMMITMENTS AND CONTINGENCIES                                                     --              --
                                                                                ------------    ------------

      STOCKHOLDERS' EQUITY (DEFICIT)
          Common stock, no par value; unlimited shares authorized, 19,770,100
               and 19,753,100 shares issued and outstanding, respectively          2,321,614       2,304,614
          Subscriptions receivable                                                      --            (7,759)
          Accumulated deficit                                                     (2,967,592)     (2,218,796)
          Accumulated other comprehensive loss                                       (77,267)        (80,345)
                                                                                ------------    ------------
               Total Stockholders' Equity (Deficit)                                 (723,245)         (2,286)
                                                                                ------------    ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)                            $     57,121    $    523,488
                                                                                ============    ============
</TABLE>


   The accompanying notes are an integral part of these financial statements.
                                       F-2
<PAGE>

                         OXFORD SOFTWARE DEVELOPERS INC.
                (Formerly International E Gaming Developers Ltd.)
                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                   Year Ended      Year Ended
                                                  December 31,    December 31,
                                                      2002            2001
                                                  ------------    ------------
REVENUES
   Revenues
       Licenses                                   $    177,551    $     76,773
       Services                                        120,999         255,970
                                                  ------------    ------------
          Total Revenues                               298,550         332,743

   Revenues from related party
       Services                                           --            69,050
                                                  ------------    ------------
          Total revenues from related party               --            69,050
                                                  ------------    ------------
      Total Revenues                                   298,550         401,793
                                                  ------------    ------------

COST OF REVENUES
       Licenses                                         42,077         105,298
       Services                                         28,675         397,442
                                                  ------------    ------------
          Total Cost of Revenues                        70,752         502,740
                                                  ------------    ------------

GROSS PROFIT (LOSS)                                    227,798        (100,947)
                                                  ------------    ------------

SELLING EXPENSES
   Advertising and marketing                            16,642          29,104
   Consulting                                            9,765         128,480
   Communications                                       16,111          20,578
   Travel                                                4,245          13,713
                                                  ------------    ------------
      Total Selling Expenses                            46,763         191,875
                                                  ------------    ------------

GENERAL AND ADMINISTRATIVE EXPENSES
   Bad Debt                                             40,033
   Consulting                                          152,413       1,498,287
   Depreciation                                          5,945           4,548
   Rent                                                 15,217          12,205
   Office expenses                                      12,669          17,947
   Legal fees                                          159,066         153,225
   Payroll                                             131,276          67,744
   Taxes                                                36,716          24,761
   Other administrative                                  8,474          11,861
   Professional expense                                 32,677          34,500
                                                  ------------    ------------
      Total General and Administrative Expenses        594,486       1,825,078
                                                  ------------    ------------

LOSS FROM OPERATIONS                                  (413,451)     (2,117,900)

OTHER INCOME (EXPENSES)
   Interest                                             (5,433)           --
   Loss on impairment of software                     (409,886)           --
   Debt forgiveness                                     79,974            --
                                                  ------------    ------------
       Total Other Income (Expenses)                  (335,345)           --
                                                  ------------    ------------

LOSS BEFORE INCOME TAXES                              (748,796)     (2,117,900)

PROVISION FOR INCOME TAXES                                --              --
                                                  ------------    ------------

NET LOSS                                              (748,796)     (2,117,900)

OTHER COMPREHENSIVE GAIN (LOSS)
   Foreign currency translation gain (loss)              3,078         (80,345)
                                                  ------------    ------------

COMPREHENSIVE LOSS                                $   (745,718)   $ (2,198,245)
                                                  ============    ============

BASIC AND DILUTED NET LOSS
   PER COMMON SHARE                               $      (0.04)   $      (0.12)
                                                  ============    ============

WEIGHTED AVERAGE NUMBER OF BASIC AND
   DILUTED COMMON SHARES OUTSTANDING                19,756,999      17,152,915
                                                  ============    ============

   The accompanying notes are an integral part of these financial statements.
                                       F-3
<PAGE>
<TABLE>
<CAPTION>

                         OXFORD SOFTWARE DEVELOPERS INC.
                (Formerly International E Gaming Developers Ltd.)
            CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)



                                                    Common Stock                         Accumulated
                                              -------------------------                     Other
                                                 Number                  Subscriptions  Comprehensive   Accumulated
                                               of Shares       Amount      Receivable    Income/Loss     (Deficit)        Total
                                              -----------   -----------   -----------    -----------    -----------    -----------
<S>                                           <C>           <C>           <C>            <C>            <C>            <C>
Balance, January 1, 2001                       13,300,000       111,609          --             --         (100,896)        10,713

Stock issued in May 2001 for cash and
    subscription receivable at an average
    price of $0.1622 per share                  1,724,666       279,744       (97,759)          --             --          181,985

Stock issued in May 2001 in payment of
    expenses at an average price of
    $0.42 per share                             3,728,434     1,552,665          --             --             --        1,552,665

Stock issued in May 2001 in exchange for
    assets at an average price of $0.34
    per share                                   1,000,000       336,596          --             --             --          336,596

Payment of subscriptions receivable                  --            --          70,000           --             --           70,000

Payment of subscriptions receivable via
    customers' deposits at a price of $0.50
    per share                                        --            --          20,000           --             --           20,000

Transfer of shares by an officer directly
    to a third party for conversion of an
    outstanding liability at a price of
    $0.50 per share                                  --          24,000          --             --             --           24,000

Other comprehensive loss                             --            --            --          (80,345)          --          (80,345)

Net loss for the year ending
    December 31, 2001                                --            --            --             --       (2,117,900)    (2,117,900)
                                              -----------   -----------   -----------    -----------    -----------    -----------

Balance, December 31, 2001                     19,753,100     2,304,614        (7,759)       (80,345)    (2,218,796)        (2,286)

Stock issued for $1.00 per share                   17,000        17,000          --             --             --           17,000

Payment of subscriptions receivable                  --            --           7,759           --             --            7,759

Other comprehensive gain                             --            --            --            3,078           --            3,078

Net loss for the year ending
     December 31, 2002                               --            --            --             --         (748,796)      (748,796)
                                              -----------   -----------   -----------    -----------    -----------    -----------

Balance, December 31, 2002                     19,770,100   $ 2,321,614   $      --      $   (77,267)   $(2,967,592)   $  (723,245)
                                              ===========   ===========   ===========    ===========    ===========    ===========
</TABLE>

   The accompanying notes are an integral part of these financial statements.
                                       F-4
<PAGE>
<TABLE>
<CAPTION>

                         OXFORD SOFTWARE DEVELOPERS INC.
                (Formerly International E Gaming Developers Ltd.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS




                                                           Year Ended      Year Ended
                                                          December 31,    December 31,
                                                              2001            2001
                                                          ------------    ------------
<S>                                                       <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                             $   (748,796)   $ (2,117,900)
     Adjustments to reconcile net loss to net cash used
         by operating activities:
        Depreciation and amortization expense                    5,945          60,179
        Loss on impairment of software                         409,886            --
        Debt forgiveness                                       (79,974)           --
        Stock issued in payment of expenses                       --         1,552,665
        Conversion of a liability to equity
          due to transfer of shares from an officer               --            24,000
        Stock issued in payment of expenses                       --            20,000
     Change in assets and liabilities:
        Accounts receivable                                     53,111         (52,558)
        Related party loan                                       1,868            (652)
        Prepaid license                                          4,783          67,719
        Accounts payable                                       140,754         185,095
        Payroll liabilities                                     47,813            --
        Notes payable                                              142         (40,506)
        Payable to related party                                37,952         135,149
        Deferred revenue                                       (10,182)         (9,147)
        Checks written in excess of bank funds                   4,805          (3,606)
        Customer deposits                                      (53,760)         53,760
                                                          ------------    ------------
              Net cash used by operating activities           (185,653)       (125,802)
                                                          ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Purchase of equipment                                      (3,617)         (1,588)
     Purchase of software                                         --           (71,906)
                                                          ------------    ------------
        Net cash used by investing activities                   (3,617)        (73,494)
                                                          ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from sales of common stock                        17,000         181,985
     Proceeds from stock subscriptions                           7,759          70,000
     Proceeds from related party loans                         198,524         118,051
     Payments on related party loans                           (34,983)        (89,887)
                                                          ------------    ------------
        Net cash provided by financing activities              188,300         280,149
                                                          ------------    ------------

     Net decrease in cash and cash equivalents                    (970)         80,853

     Foreign currency translation gain (loss)                    1,099         (80,345)

     Cash and cash equivalents beginning of period                 508            --
                                                          ------------    ------------

     Cash and cash equivalents at end of period           $        637    $        508
                                                          ============    ============


SUPPLEMENTAL CASH FLOW DISCLOSURES:
     Income taxes paid                                    $       --      $       --
                                                          ============    ============
     Interest paid                                        $       --      $      5,169
                                                          ============    ============
NON-CASH INVESTING AND FINANCING ACTIVITIES:
     Stock issued in exchange for assets                  $       --      $    336,596
     Stock issued in payment of expenses                  $       --      $  1,552,665
     Stock subscriptions paid by customer deposits        $       --      $     20,000
     Stock issued for subscriptions                       $       --      $     97,759
</TABLE>





   The accompanying notes are an integral part of these financial statements.
                                       F-5
<PAGE>

                         OXFORD SOFTWARE DEVELOPERS INC.
                (Formerly International E Gaming Developers Ltd.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2002


NOTE 1 - ORGANIZATION AND DESCRIPTION OF BUSINESS

International  E  Gaming   Developers  Ltd.   (hereinafter  "the  Company")  was
originally  incorporated  October  13,  2000 under the laws of the  Province  of
Ontario,  Canada.  On May 17,  2001,  the  Company  changed  its name to  Oxford
Software   Developers  Inc.  The  Company  and  its  wholly  owned   subsidiary,
International  E-Gaming Developers Inc., intend to develop software applications
in the future. The Company's fiscal year-end is December 31.

On  November 3, 2000,  the Company  incorporated  its wholly  owned  subsidiary,
International  E-Gaming Developers Inc. (hereinafter  "E-Gaming Inc.") under the
laws of Antigua and Barbuda.  E-Gaming is primarily engaged in the operation and
marketing of internet gaming sites.

On  November  8, 2001,  the  Company  incorporated  a wholly  owned  subsidiary,
International  E-Gaming  Developers  NV  (hereinafter  "E-Gaming  NV), a limited
liability company, under the laws of Curacao,  Netherlands Antilles to engage in
the operation of games of chance on the international market via service lines.


NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

This summary of significant  accounting  policies of Oxford Software  Developers
Inc. is presented to assist in understanding the Company's financial statements.
The  financial  statements  and  notes  are  representations  of  the  Company's
management,  which is responsible  for their  integrity and  objectivity.  These
accounting policies conform to accounting  principles  generally accepted in the
United States of America,  and have been consistently applied in the preparation
of the financial statements.

Principles of Consolidation
---------------------------
The consolidated  financial  statements  include the accounts of the Company and
its subsidiaries.  All significant inter-company  transactions and balances have
been eliminated in consolidation. See Note 3.

Accounting Method
-----------------
The Company's  financial  statements  are prepared  using the accrual  method of
accounting.

Cash and Cash Equivalents
-------------------------
For purposes of its  statement  of cash flows,  the Company  considers  all bank
accounts,  certificates  of deposit,  money market  accounts and short-term debt
securities  purchased  with a  maturity  of  three  months  or  less  to be cash
equivalents.

Advertising and Marketing Expenses
----------------------------------
Advertising  and marketing  fees are charged to operations in the year incurred.
Advertising  and  marketing  expenses  were $16,642 for year ended  December 31,
2002.


                                       F-6
<PAGE>

                         OXFORD SOFTWARE DEVELOPERS INC.
                (Formerly International E Gaming Developers Ltd.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2002

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Use of Estimates
----------------
The process of preparing  financial  statements  in conformity  with  accounting
principles  generally  accepted in the United States of America requires the use
of estimates and  assumptions  regarding  certain types of assets,  liabilities,
revenues,   and  expenses.   Such  estimates   primarily   relate  to  unsettled
transactions and events as of the date of the financial statements. Accordingly,
upon settlement, actual results may differ from estimated amounts.

Going Concern
-------------
The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern.

As shown in the accompanying  financial  statements,  the Company incurred a net
loss of $748,796 for the year ended  December 31, 2002 and has recurring  losses
from  operations.  The Company is currently  putting  licenses and technology in
place that will, if successful,  mitigate  these factors that raise  substantial
doubt about the Company's ability to continue as a going concern.  The financial
statements do not include any  adjustments  relating to the  recoverability  and
classification  of  recorded  assets,  or  the  amounts  and  classification  of
liabilities  that might be necessary in the event the Company cannot continue in
existence.

Management plans to seek new capital from new equity  securities  issuances that
will provide funds needed to increase liquidity,  fund internal growth and fully
implement its business plan.

Management also believes that new  opportunities  in the lifestyles  consumables
market for bottled  water an UV-free  tanning  booths and supplies  will provide
positive cash flow in the future. See note 15.

Provision for Doubtful Accounts and Bad Debt Expense
----------------------------------------------------
Provision for losses on trade accounts receivable is made in amounts required to
maintain  an  adequate  allowance  to  cover  anticipated  bad  debts.  Accounts
receivable  are  charged  against the  allowance  when it is  determined  by the
Company  that  payment  will not be  received.  Receivables  are shown net of an
allowance for bad debts as of December 31, 2002 and 2001.

During  the year  ended  December  31,  2002,  the  Company  determined  that an
impairment of accounts  receivable  had occurred and therefore  recognized a bad
debt expense of $40,033 in the accompanying financial statements.



                                       F-7
<PAGE>

                         OXFORD SOFTWARE DEVELOPERS INC.
                (Formerly International E Gaming Developers Ltd.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2002



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Provision for Taxes
-------------------
Income taxes are provided based upon the liability method of accounting pursuant
to SFAS No. 109  "Accounting  for Income Taxes." Under this  approach,  deferred
income  taxes are  recorded to reflect the tax  consequences  on future years of
differences  between the tax basis of assets and liabilities and their financial
reporting  amounts at each year-end.  A valuation  allowance is recorded against
deferred tax assets if management does not believe the Company has met the "more
likely than not" standard  imposed by SFAS No. 109 to allow  recognition of such
an asset.

At December 31, 2002,  the Company had net deferred tax assets of  approximately
$600,000,   principally  arising  from  net  operating  loss  carryforwards  and
non-deductible  expenses for tax  purposes.  The expected  combined tax rates in
Canada for federal and provincial income taxes are  approximately  44%, which is
used in the calculation of the deferred tax assets. As management of the Company
cannot  determine  that it is more likely than not that the Company will realize
the benefit of the net deferred tax asset,  a valuation  allowance  equal to the
net deferred tax asset has been established at December 31, 2002.

At December 31,  2002,  the Company has a net  operating  loss  carryforward  of
approximately  $1,460,000.  The Company had approximately $1,458,000 of services
and professional  fees paid through the issuance of common stock,  which are not
deductible in Canada for tax purposes.

Impaired Asset Policy
---------------------
In complying with the Financial  Accounting  Standards  Board  Statement  titled
"Accounting  for  Impairment  of  Long-lived  Assets,"  the Company  reviews its
long-lived   assets   quarterly  to  determine  if  any  events  or  changes  in
circumstances  have  transpired  which  indicate that the carrying  value of its
assets may not be recoverable.  The Company  determines  impairment by comparing
the  undiscounted  future cash flows  estimated to be generated by its assets to
their respective carrying amounts.  During the year ended December 31, 2002, the
Company determined its software,  which had a book value of $405,342,  was fully
impaired.

Compensated Absences
--------------------
Employees  of the Company are  entitled to paid  vacation.  The  vacation pay is
equal to 4% of an  employees  gross  payroll.  The  Company's  policy will be to
recognize  the costs of  compensated  absences  when actually paid to employees.
This departure from generally accepted accounting policies is deemed immaterial.

Fair Value of Financial Instruments
-----------------------------------
The carrying amounts for cash,  prepaid  expenses,  receivables,  payables,  and
notes payable approximate their fair value.




                                       F-8
<PAGE>

                         OXFORD SOFTWARE DEVELOPERS INC.
                (Formerly International E Gaming Developers Ltd.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2002



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue Recognition and Deferred Revenue
----------------------------------------
Revenue is recognized when there is persuasive evidence of an arrangement,  when
delivery  has  occurred,  when  there  is a fixed or  determinable  fee and when
collectiblility  is probable.  When the fee is not fixed or determinable or when
collectibility  is not assured,  the revenue is  recognized  when  received.  As
amounts are  collected,  the  appropriate  revenue is  recognized  and  deferred
revenue is recorded for the annual amortizable portion as described below.

When contracts  contain multiple  elements,  the fee is allocated to the various
components based on objective  evidence of fair value,  which includes the price
charged  as if the  element  was sold  separately.  Accordingly,  contracts  may
contain  customization,  web hosting,  licensing and marketing fees as described
and valued below.

One of the Company's  original  contracts was a premium  contract which included
$25,000  for  annual  marketing  and  support  offered to the  original  premium
holders.  That amount is considered by the Company to be a deferred  revenue and
was recorded as such and the amount will be amortized over the service period of
one year. This level of service is no longer available.

Revenues from the  customization  fees,  less $1,400,  are recognized as sold to
third parties. The $1,400 web hosting and annual licensing fees are deferred and
recognized  throughout  the first year of  operation.  Revenue  from the sale of
software  sub-licenses to the Company's related reseller is recognized upon sell
through  to  the  unrelated  third  parties.  Revenue  from  casino  operations,
advertising and royalties is recognized monthly as earned.

At December 31, 2001, the Company had contracts in place totaling  approximately
$827,000  which  are not  reflected  in the  financial  statements  because  the
contract fee was not  considered  fixed and  determinable  due to payment  terms
based  on  revenue  generated  by the  customer.  A total of  $497,000  of these
contracts in place are attributable to a related party. See Note 7. Contracts in
place represent affiliate sub-license contracts with payment terms linked to the
activity  generated on the virtual  casinos.  As these  contracts are collected,
revenue will be reflected in the financial statements.

During the year ended December 31, 2002, the majority of the casinos  related to
these  contracts were no longer  operating or had been taken over by the Company
and are available for resale and have no balance owing to the Company.

Functional Currency/Reporting Currency
--------------------------------------
Although the parent company's  functional  currency is the Canadian dollar,  the
Company's  operating  subsidiary  conducts  business in United  States  dollars.
Therefore, the Company's reporting currency is the United States dollar.



                                       F-9
<PAGE>

                         OXFORD SOFTWARE DEVELOPERS INC.
                (Formerly International E Gaming Developers Ltd.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2002



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Foreign Currency Translation Policy
-----------------------------------
All  transactions  in currencies  other than the United States dollar during the
year are translated at average  exchange rates for the period.  Monetary  assets
and  liabilities  denominated  in a  foreign  currency  are  translated  at  the
prevailing year-end rates of exchange.  Exchange gains or losses are included in
the consolidated statements of income (loss) and retained earnings.

For  foreign  subsidiaries  whose  functional  currency  is  the  local  foreign
currency,  balance sheet  accounts are translated at exchange rates in effect at
the end of the period and income  statement  accounts are  translated at average
exchange  rates for the  period.  Translation  gains and losses are  included in
accumulated  other  comprehensive  income (loss),  a component of  stockholders'
equity.

Accounting Pronouncements
-------------------------
In December 2002, the Financial  Accounting  Standards Board issued Statement of
Financial Accounting Standards No. 148, "Accounting for Stock-Based Compensation
- Transition and Disclosure"  (hereinafter  "SFAS No. 148"). SFAS No. 148 amends
SFAS No. 123, "Accounting for Stock-Based  Compensation," to provide alternative
methods of transition  for a voluntary  change to the fair value based method of
accounting for stock-based  employee  compensation.  In addition,  the statement
amends  the  disclosure  requirements  of  SFAS  No.  123 to  require  prominent
disclosure in both annual and interim  financial  statements about the method of
accounting for stock-based  employee  compensation  and the effect of the method
used on reported  results.  The  provisions  of the  statement are effective for
financial  statements  for fiscal  years ending  after  December  15, 2002.  The
Company currently reports stock issued to employees under the rules of SFAS 123.
Accordingly there is no change is disclosure requirements due to SFAS 148.

In June 2002,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards No. 146,  "Accounting for Costs Associated with
Exit or  Disposal  Activities"  (hereinafter  "SFAS  No.  146").  SFAS  No.  146
addresses  significant  issues  regarding  the  recognition,   measurement,  and
reporting  of costs  associated  with exit and  disposal  activities,  including
restructuring  activities.  SFAS No. 146 also  addresses  recognition of certain
costs related to  terminating a contract that is not a capital  lease,  costs to
consolidate facilities or relocate employees,  and termination benefits provided
to employees  that are  involuntarily  terminated  under the terms of a one-time
benefit  arrangement that is not an ongoing benefit arrangement or an individual
deferred-compensation  contract.  SFAS No.  146 was  issued  in June 2002 and is
effective for activities  after  December 31, 2002.  There has been no impact on
the Company's financial position or results of operations from adopting SFAS No.
146.



                                      F-10
<PAGE>

                         OXFORD SOFTWARE DEVELOPERS INC.
                (Formerly International E Gaming Developers Ltd.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2002



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Accounting Pronouncements (continued)
-------------------------------------
In April 2002,  the Financial  Accounting  Standards  Board issued  Statement of
Financial Accounting Standards No. 145, "Rescission of FASB Statements No. 4, 44
and  64,  Amendment  of  FASB  Statement  No.  13,  and  Technical  Corrections"
(hereinafter "SFAS No. 145"), which updates,  clarifies and simplifies  existing
accounting pronouncements.  FASB No. 4, which required all gains and losses from
the  extinguishment of debt to be aggregated and, if material,  classified as an
extraordinary  item, net of related tax effect was rescinded.  As a result, FASB
No. 64, which amended FASB No. 4, was rescinded,  as it was no longer necessary.
FASB No. 44, Accounting for Intangible Assets of Motor Carriers, established the
accounting  requirements  for the effects of transition to the provisions of the
Motor Carrier Act of 1980. Since the transition has been completed,  FASB No. 44
is no longer necessary and has been rescinded.  SFAS No. 145 amended FASB No. 13
to eliminate an inconsistency between the required accounting for sale-leaseback
transactions and the required  accounting for certain lease  modifications  that
have  economic  effects  that are similar to  sale-leaseback  transactions.  The
Company  adopted SFAS No. 145 and does not believe that the adoption will have a
material effect on the financial statements of the Company at December 31, 2002.

In August 2001, the Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards  No. 144,  "Accounting  for the  Impairment  or
Disposal  of  Long-Lived  Assets"  (hereinafter  "SFAS No.  144").  SFAS No. 144
replaces SFAS No. 121,  "Accounting for the Impairment of Long-Lived  Assets and
for  Long-Lived  Assets to Be Disposed Of." This  standard  establishes a single
accounting  model for  long-lived  assets to be disposed  of by sale,  including
discontinued  operations.  SFAS No. 144 requires that these long-lived assets be
measured  at the  lower of  carrying  amount  or fair  value  less cost to sell,
whether  reported in continuing  operations  or  discontinued  operations.  This
statement is effective  beginning for fiscal years after December 15, 2001, with
earlier  application  encouraged.  The Company's adoption of SFAS No. 144 caused
the  Company  to  write  down the  remaining  value  of its  software,  totaling
$409,886. See note 5.


In June 2001,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards  No.  143,  "Accounting  for  Asset  Retirement
Obligations"  (hereinafter "SFAS No. 143"). SFAS No. 143 establishes  guidelines
related to the retirement of tangible  long-lived  assets of the Company and the
associated  retirement costs.  This statement  requires that the fair value of a
liability  for an asset  retirement  obligation  be  recognized in the period in
which it is incurred  if a  reasonable  estimate of fair value can be made.  The
associated asset retirement costs are capitalized as part of the carrying amount
of the long-lived assets.  This statement is effective for financial  statements
issued for the fiscal  years  beginning  after  June 15,  2002 and with  earlier
application  encouraged.  The Company  adopted SFAS No. 143 and does not believe
that the adoption will have a material impact on the financial statements of the
Company at December 31, 2002.


                                      F-11
<PAGE>

                         OXFORD SOFTWARE DEVELOPERS INC.
                (Formerly International E Gaming Developers Ltd.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2002

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Accounting Pronouncements (continued)
-------------------------------------
In June 2001,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards No. 141, "Business  Combinations"  (hereinafter
"SFAS No.  141")  and  Statement  of  Financial  Accounting  Standard  No.  142,
"Goodwill and Other Intangible  Assets"  (hereinafter  "SFAS No. 142"). SFAS No.
141  provides  for  the  elimination  of  the  pooling-of-interests   method  of
accounting for business combinations with an acquisition date of July 1, 2001 or
later.  SFAS No. 142 prohibits the amortization of goodwill and other intangible
assets  with  indefinite  lives  and  requires  periodic   reassessment  of  the
underlying  value of such assets for  impairment.  SFAS No. 142 is effective for
fiscal years  beginning  after  December 15, 2001. An early  adoption  provision
exists for  companies  with fiscal  years  beginning  after March 15,  2001.  On
January  1,  2002,  the  Company  adopted  SFAS  No.  142.  Application  of  the
nonamortization  provision of SFAS No. 142 is expected to result in no change to
the Company's  results of  operations,  as the Company does not have assets with
indeterminate lives.

In September 2000, the Financial  Accounting Standards Board issued Statement of
Financial Accounting Standard No. 140 "Accounting for Transfers and Servicing of
Financial  Assets and  Extinguishment  of  Liabilities"  (hereinafter  "SFAS No.
140"). This statement provides  accounting and reporting standards for transfers
and servicing of financial  assets and  extinguishment  of liabilities  and also
provides consistent  standards for distinguishing  transfers of financial assets
that are sales  from  transfers  that are  secured  borrowings.  SFAS No. 140 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,  and is  effective  for  transfers  and  servicing of
financial assets and  extinguishments  of liabilities  occurring after March 31,
2001.  The Company  believes  that the adoption of this standard will not have a
material effect on the Company's results of operations or financial position.

In  November  2002,  the  Financial   Accounting  Standards  Board  issued  FASB
Interpretation  No. 45 "Guarantor's  Accounting and Disclosure  Requirements for
Guarantees,   including   Indirect   Guarantees  of   Indebtedness   of  Others"
(hereinafter  "FIN 45").  FIN 45  requires  a  company,  at the time it issues a
guarantee,  to recognize an initial  liability for the fair value of obligations
assumed under the guarantee and elaborates on existing  disclosure  requirements
related to guarantees and warranties.  The initial  recognition  requirements of
FIN 45 are effective for  guarantees  issued or modified after December 31, 2002
and do not have an  impact  on the  financial  statements  of the  Company.  The
Company does not anticipate issuing any guarantees which would be required to be
recognized  as a  liability  under  the  provisions  of FIN 45 and thus does not
expect the adoption of this  interpretation  to have an impact on its results of
operations or financial position.





                                      F-12
<PAGE>

                         OXFORD SOFTWARE DEVELOPERS INC.
                (Formerly International E Gaming Developers Ltd.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2002



NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Derivative Instruments
----------------------
The  Financial   Accounting   Standards  Board  issued  Statement  of  Financial
Accounting  Standards ("SFAS") No. 133,  "Accounting for Derivative  Instruments
and Hedging  Activities," as amended by SFAS No. 137, "Accounting for Derivative
Instruments and Hedging  Activities - Deferral of the Effective Date of FASB No.
133",  and SFAS No. 138,  "Accounting  for Certain  Derivative  Instruments  and
Certain Hedging Activities", which is effective for the Company as of January 1,
2001.  These  standards  establishe   accounting  and  reporting  standards  for
derivative  instruments,  including certain derivative  instruments  embedded in
other  contracts,  and for  hedging  activities.  They  require  that an  entity
recognize all  derivatives as either assets or  liabilities in the  consolidated
balance sheet and measure those instruments at fair value.

If certain conditions are met, a derivative may be specifically  designated as a
hedge, the objective of which is to match the timing of gain or loss recognition
on the hedging  derivative  with the  recognition of (i) the changes in the fair
value of the hedged asset or liability that are  attributable to the hedged risk
or  (ii)  the  earnings  effect  of the  hedged  forecasted  transaction.  For a
derivative  not  designated  as a  hedging  instrument,  the  gain  or  loss  is
recognized in income in the period of change.

Historically,  the Company has not entered into  derivatives  contracts to hedge
existing risks or for speculative purposes.

December 31, 2002, the Company has not engaged in any transactions that would be
considered derivative instruments or hedging activities.

Segment Information
-------------------
The  Company  adopted  Statement  of  Financial  Accounting  Standards  No. 131,
"Disclosures  about Segments of an Enterprise and Related  Information,"  ("SFAS
No.  131") during the fiscal year ended  December  31,  2000.  SFAS No. 131 also
requires  disclosures  about products and services,  geographic  areas and major
customers.  The adoption of SFAS No. 131 did not affect the Company's results of
operations  or  financial  position,  but did affect the  disclosure  of segment
information as illustrated in Note 14.

As described in Note 3, the  Company's  subsidiaries  have turned over all their
operations  to Oxford  Software  Developers  Inc.  and are no longer  operating,
making segment reporting unnecessary.




                                      F-13
<PAGE>

                         OXFORD SOFTWARE DEVELOPERS INC.
                (Formerly International E Gaming Developers Ltd.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2002



NOTE 3 - SUBSIDIARIES

International E-Gaming Developers Inc.
--------------------------------------
On  November  3, 2000,  the  Company  incorporated  a wholly  owned  subsidiary,
International E-Gaming Developers, Inc. under the laws of Antigua and Barbuda as
an International Business Corporation.  E-Gaming Inc. was incorporated to engage
in Internet gaming,  including international betting, gaming, sports betting and
bookmaking  activities along with wagers on sporting events taking place outside
the Caribbean Community region from residents of countries outside the Caribbean
Community  region.  E-Gaming  Inc. was  primarily  engaged in the  operation and
marketing of Internet gaming sites.

During the year ended December 31, 2002, the Company took over all operations of
E-Gaming, Inc.

International E-Gaming Developers NV
------------------------------------
On  November  8, 2001,  the  Company  incorporated  a wholly  owned  subsidiary,
International  E-Gaming  Developers NV, a limited liability  company,  under the
laws of Curacao, Netherlands Antilles. E-Gaming NV was incorporated to engage in
the operation of games of chance on the international  market via service lines.
E-Gaming NV is  primarily  engaged in the  operation  and  marketing of Internet
gaming sites.  During the year ended December 31. 2002 the Company took over all
operations of International E-Gaming Developers NV.


NOTE 4 - OFFICE EQUIPMENT

Office  equipment  is  stated  at  cost.  Depreciation  is  provided  using  the
straight-line  method over the estimated useful lives of the assets ranging from
three to five years.

The following is a summary of office  equipment and accumulated  depreciation at
December 31, 2002:

                                                         Accumulated
                                            Cost         Depreciation
                                        ------------     ------------
               Office equipment         $     18,465     $     10,692
                                        ============     ============

Depreciation expense for the year ended December 31, 2002 was $5,945.


NOTE 5 - INTANGIBLE ASSETS

During the year ended  December 31, 2002 the Company  reached an agreement  with
World  Gaming to  discontinue  their  relationship  and seek other  avenues  for
processing the casino revenues and payments.  As a result,  outstanding  amounts


                                      F-14
<PAGE>

                         OXFORD SOFTWARE DEVELOPERS INC.
                (Formerly International E Gaming Developers Ltd.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2002

NOTE 5 - INTANGIBLE ASSETS (continued)

owing to or from World  Gaming were  written  off with a residual  $12,688 to be
paid to World Gaming in monthly installments.  At December 31, 2002, the Company
had not  begun  payments.  The  amount  owing to World  Gaming is  including  in
accounts  payable in the  financial  statements.  The net amount  owing to World
Gaming that was written off as a forgiveness  of debt is $28,995 and is included
in other income and expenses in the financial statements.

Gaming License
--------------
On  November  20,  2001,  the  Company's  subsidiary,  E-Gaming  NV,  acquired a
five-year  sublicense  from World Gaming to engage in the  operation of games of
chance  in the  international  market  via  service  lines in the  territory  of
Curacao. The first year fee of $40,000 was paid in 2001 and will be amortized at
a rate of  approximately  $667 per month as a cost of revenues  over the life of
the sublicense.

Software License
----------------
On January 1, 2001,  E-Gaming Inc. entered into a software  licensing  agreement
with Starnet  Systems  International  Inc.  ("Starnet").  E-Gaming  Inc.  paid a
one-time,  non-refundable  software  development fee for its own virtual casino.
E-Gaming Inc. is also required to pay a decreasing  monthly royalty fee based on
net monthly revenues.  According to the agreement, 15% of the net monthly casino
revenues must be spent on advertising and marketing per month. In addition,  the
Company is  required to pay other  operating  charges.  The  license  allows for
E-Gaming Inc. to assign sub-licenses,  given certain provisions. The term of the
license agreement is one year with automatic one-year  extensions.  This license
is included in Other Assets on the financial  statement  and is being  amortized
over one year.  Amortization  for the year ended  December 31, 2001  amounted to
$55,785 and is included in cost of revenues.

During the year ended  December  31,  2002,  the  Company  and Suchow came to an
agreement  Starnet  reserves 10% of the total  winning  payout on all games as a
rolling  reserve for a total of six  months.  This  rolling  reserve is used for
charge backs when necessary.  At December 31, 2002, the rolling reserve amounted
to $29,416 and is included in the accounts  receivable  as an amount  receivable
from Starnet.  Additionally, it is included in the accounts payable as an amount
due to affiliates.

Software
--------
On April 26, 2001,  the Company  entered into an asset  purchase  agreement with
Suchow Holdings,  Ltd., a Bahamian-based company.  According to the terms of the
agreement,  the Company  agreed to pay a total of $103,000  over five months and
issued  1,000,000  shares of common stock.  In return,  the Company  acquired an
Internet gaming and management  software  program and copyright,  hardware,  and
several existing casino  contracts.  The Company expects to customize the gaming
and management software and sell it to another vendor. The total value of



                                      F-15
<PAGE>

                         OXFORD SOFTWARE DEVELOPERS INC.
                (Formerly International E Gaming Developers Ltd.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2002



NOTE 5 - INTANGIBLE ASSETS (continued)

Software (continued)
--------------------
the assets,  which amounted to $405,342,  were deemed to be impaired and written
off during 2002.  Also during the year ended  December 31, 2002 the remaining un
paid balance of $54,490 was  forgiven  and is included in the "Other  Income and
Expense" section of the Statements of Operations.


NOTE 6 - NOTES AND LOANS PAYABLE

On  November  29,  2000,  the  Company's  subsidiary,  E-Gaming  Inc.,  signed a
short-term note to purchase an Antiguan gaming license. The non-interest bearing
note was paid in full during the three months ending June 30, 2001.

On December 11,  2000,  the Company  signed a  promissory  note in the amount of
$25,000  (CDN) in connection  with a letter of intent.  See Note 11. The note is
non-interest bearing,  uncollateralized and is due on demand. As of December 31,
2002 and 2001, this loan was recorded at $15,860 and $15,718, respectively.

For information on the related party debt, see Note 7.


NOTE 7 - RELATED PARTY TRANSACTIONS

On December 31, 2002,  the Company owed  officers,  directors  and  stockholders
$415,027 for cash advances,  consulting  fees and expenses paid on behalf of the
Company.  These related aprty lonas are  uncollateralized,  non-interest bearing
and due on demand.

Approximately  33% of the  Company's  customers are  represented  by one entity,
which is owned and operated by a  stockholder  of the Company.  See Note 8. This
related party currently has no accounts  receivables included in these financial
statements  but had  $497,000 of the  contracts in place in 2001.  In 2002,  the
majority of the casino  websites  were closed down or taken over by the Company.
See Note 2.

On  December  31,  2002,  a  stockholder  owed the  Company  $867.  This loan is
non-interest bearing, uncollateralized and due on demand.




                                      F-16
<PAGE>

                         OXFORD SOFTWARE DEVELOPERS INC.
                (Formerly International E Gaming Developers Ltd.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2002


NOTE 8 - CONCENTRATIONS

Bank Accounts
-------------
The Company  maintains two cash accounts at a Canadian bank and one cash account
in Antigua.  The Canadian  dollar account is insured up to a maximum of $60,000,
and the United States dollar  account and the Antiguan  account are not insured.
At December 31, 2002, approximately $600 was exposed to risk.

Customers
---------
Approximately 33% of the Company's sublicense  agreements are represented by one
entity,  which, in turn, resold the agreements to unrelated third parties.  This
entity is owned and operated by a stockholder of the Company. See Note 7.


NOTE 9 - COMMON STOCK

The  Company  is  authorized  to issue an  unlimited  number  of  common  shares
according  to its  original  charter.  The  Company's  shares have no stated par
value.  Each share of common stock is entitled to one vote at the  shareholders'
meetings.  Shares may be  transferred  with the  consent  of a  majority  of the
directors or the shareholders  through resolution or by a signed instrument.  In
its  original  articles  of  incorporation,  the  Company  limited the number of
shareholders to not more than fifty non-employee  individuals and any invitation
to the  public to  subscribe  for or  purchase  securities  of the  Company  was
prohibited.  On  September  13,  2001,  the  Company  amended  its  articles  of
incorporation to lift the shareholder and invitation restrictions.

During  October 2000,  the Company  issued  8,400,000  shares of common stock at
$0.0009 per share in exchange for office  equipment  with a  historical  cost of
$3,472, and expenses valued at $3,992, which represents the historical cost. The
Company  also issued  2,800,000  shares of common  stock at $0.0124 per share in
settlement of $34,715 of expenses paid on behalf of the Company by its chairman.
The  Company  also issued to certain  foreign  individuals  2,100,000  shares of
common stock at $0.0331 per share for $69,430 cash.

During the year ended December 31, 2001, the Company issued  1,724,666 shares of
common  stock for $279,744 in cash and  subscriptions,  at an average of $0.1622
per share and issued  48,000  shares of common stock for cash at $0.50 per share
for a total of $24,000. The Company also issued 3,728,434 shares of common stock
in  exchange  for  consulting  expenses  valued at  $1,552,665  or an average of
$0.4164 per share. In addition,  the Company issued  1,000,000  shares of common
stock in exchange for assets valued at $336,596,  or $0.3366 per share. See Note
13.

During the year ended  December 31, 2002,  the Company  issued $17,000 shares of
stock for cash for $1.00 per share.

Subsequent to 2002, during May 2003, the Company issued 108,000 shares of common
stock  at  $1.00   Canadian  per  share  ($0.64  U.S.)  for  $108,000   Canadian
(approximately $64,000 U.S.)



                                      F-17
<PAGE>

                         OXFORD SOFTWARE DEVELOPERS INC.
                (Formerly International E Gaming Developers Ltd.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2002


NOTE 10 - INCOME (LOSS) PER SHARE

Basic earnings (loss) per share is computed by dividing the net income (loss) by
the  weighted  average  number of shares  outstanding  during  the  period.  The
weighted  average  number of shares is calculated by taking the number of shares
outstanding and weighting them by the amount of time that they were outstanding.
Diluted  earnings  per share is  computed  by  dividing  the net  income  (loss)
adjusted for interest expense on convertible debt by the weighted average number
of basic  shares  outstanding  increased  by the number of shares  that would be
outstanding assuming conversion of any stock options,  warrants, and convertible
debt. Diluted net income (loss) per share is the same as basic net income (loss)
per share as there are no common stock equivalents outstanding.


NOTE 11 - LETTER OF INTENT

On December 4, 2000, the Company signed a letter of intent with a company listed
on the Canadian  Exchange.  As a result of this agreement,  the Company received
$25,000 Canadian ($15,860 U.S.) and issued an uncollateralized demand promissory
note for the sum received. While the companies mutually withdrew from the letter
of intent  during March 2001,  the related  note remains  unpaid at December 31,
2002. See Note 6.


NOTE 12 - COMMITMENTS AND CONTINGENCIES

Potential Lawsuit
-----------------
During the year ended  December 31 ,2002 the Company took over the operations of
one of the Casinos due to failure to pay fee owing.  The casino in question  has
begun proceedings regarding breach of agreement against the Company. At December
31, 2002 there was no financial  impact and no potential  financial impact could
be determined.

Uncertainty as to the Legal Status of Internet Gaming
-----------------------------------------------------
The  Company,  its  software  licensees  and its  sub-licensees  are  subject to
applicable  laws  in  the  jurisdictions  in  which  they  operate.  Due  to the
relatively  recent  development  of casino gaming over the  Internet,  there are
limited  direct  regulations  that  deal  with  this  application  and  there is
uncertainty in certain  jurisdictions  as to the legal status of gaming over the
Internet. Currently, the United States does not have federal legislation against
Internet gambling, however, there have been several bills introduced to prohibit
or restrict  Internet  gaming.  There can be no assurance  whether any such bill
will become law in the future, the effects of which are uncertain.




                                      F-18
<PAGE>

                         OXFORD SOFTWARE DEVELOPERS INC.
                (Formerly International E Gaming Developers Ltd.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2002



NOTE 12 - COMMITMENTS AND CONTINGENCIES (continued)

Uncertainty as to the Legal Status of Internet Gaming (continued)
-----------------------------------------------------------------
Subsequent  to December  31,  2002 the United  States  House of  Representatives
Financial  Services  committee  introduced two  resolutions  regarding  Internet
gambling  and the Unites  States  Senate  Banking,  Housing,  and Urban  Affairs
committee  introduce one bill of the same nature.  One of the House  resolutions
and  the  Senate  bill  both  call  for  the  prohibition  of  monetary  banking
transactions  over the internet to gaming sites. This would make any payments to
an online casino that take place  through  wires,  credit cards,  or debit cards
illegal  in the  United  States.  The  second  House  resolution  calls  for the
formation of commission to study Internet gambling licensing and regulation.  As
of the date of these financial statements, none of the proposals has come out of
committee and it is uncertain as to the date of any voting on the matter.

Computer Security
-----------------
The Company  operates in an industry,  which is  vulnerable  to attacks upon its
computer  operating  security.   The  risks  to  the  Company's  operations  are
significant and will require continued monitoring to minimize the effects of any
possible attacks from outside.

Foreign Operations
------------------
The accompanying balance sheet includes $57,000 relating to the Company's assets
in Canada and Antigua.  Although these countries are considered  politically and
economically  stable, it is always possible that unanticipated events in foreign
countries could disrupt the Company's operations.

Dependence on Key Licensor and Licensees
----------------------------------------
The Company's license to gaming software is issued by World Gaming pursuant to a
gaming license  issued by Antigua during 2001 and Curacao  beginning in November
2001. World Gaming is one of the few primary  developers and operators of casino
and other gaming software in the world. During the year ended December 31, 2002,
100% of the Company's  revenue from Internet gaming software was attributable to
the World Gaming  relationship.  As part of the licensing  agreement  with World
Gaming,  the Company has the right to  sublicense  its  software.  Because World
Gaming is the Company's sole licensor, the loss of the World Gaming relationship
could  have a  material  adverse  effect on the  Company's  revenues,  operating
results and financial condition. Although the Company expects to diversify risks
associated  with dependence on World Gaming by entering into  arrangements  with
additional  licensors or  developing  and  licensing its own software to various
licensees,  there  can  be  no  assurance  that  such  diversification  will  be
successful or that the Company will be able to reduce its dependence on one or a
small group of licensors.



                                      F-19
<PAGE>

                         OXFORD SOFTWARE DEVELOPERS INC.
                (Formerly International E Gaming Developers Ltd.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2002



NOTE 12 - COMMITMENTS AND CONTINGENCIES (continued)


Dependence On Key Licensor And Licensees (continued)
----------------------------------------------------

The original term of the Company's  license  agreement with World Gaming was for
one year. In November  2001, the Company  signed a five-year  license  agreement
with World Gaming. The terms of the underlying license or sublicense  agreements
vary,  although  averaging  ten-year  terms and providing for automatic  renewal
periods of ten years.  There is a risk that the Company's license agreement with
World  Gaming  or the  license  or  sublicense  agreements  with  licensees  (or
sub-licensees,  as the case may be) will not be  renewed  or will  otherwise  be
terminated in accordance with the terms of such agreements.  In addition, in the
event that a licensee or  sub-licensee  chooses to operate a  different  casino,
there can be no  assurances  that such new  casino  will be  operated  using the
Company's software.

The trademarks or trade names under which all of the Company's licensees operate
are the property of the respective licensees.  Although the Company is generally
entitled  to  continued  operation  of a casino on  termination  of a license or
sublicense  agreement,  in certain  cases  this  entitlement  is limited  and it
generally  does not include the operation of the casino under the existing name.
A  change  in the name of the  casino  may  lead to a loss of  goodwill  various
methods needed to direct a customer to the new site cannot be completely  relied
upon.

Office Lease
------------
The Company signed a lease for office space in Calgary,  Alberta.  This one-year
lease is in effect from April 1, 2001 through  March 31,  2002.  The lease calls
for minimum monthly rent payments of  approximately  $560 Candian with a deposit
of $560 Canadian.

During the year ended December 31, 2001, the Company assumed a three-year office
lease in Oshawa,  Ontario.  The lease runs through  December 31, 2003. The lease
calls for a minimum  monthly  rent  payment of  approximately  $1,040  Canadian.
During the year ended December 31, 2002 the Company  decided to close the Oshawa
office  as it had no need  for the  additional  space  and the  Company  was not
satisfied that the rental  corporation  was upholding the lease  agreement.  The
rental corporation has not approached the Company for breaking the lease.

The  company  has rented  new space in  Toronto,  Ontario  with a month to month
agreement for rent for $3,500 Canadian (approximately $2,200 U.S.)




                                      F-20
<PAGE>

                         OXFORD SOFTWARE DEVELOPERS INC.
                (Formerly International E Gaming Developers Ltd.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2002





NOTE 13 - PURCHASE OF SOFTWARE AND OTHER ASSETS

On April 26, 2001,  the Company  entered into an asset  purchase  agreement with
Suchow Holdings, Ltd., a Bahzamian-based company.  According to the terms of the
agreement,  the Company will pay a total of $103,000 and issue 1,000,000  shares
of common  stock.  In  return,  the  Company  acquired  an  Internet  gaming and
management software program and copyright, hardware, and several existing casino
contracts.  The Company expects to fully market,  license and operate the gaming
software. The total value of the assets amounted to $405,342.

During the year ended  December  31, 2002 the Company  reviewed the software and
determined  that it would not utilized in the near future.  The Company  further
determined  that the  remaining  value of the  software  was  impaired  and that
impairment was included in operations during 2002 of $409,886.


NOTE 14 - SEGMENT INFORMATION

As  described  in Note 2, the  Company  adopted  SFAS No. 131 in its fiscal year
2000.  The Company's  operations  are  classified  into two principal  reporting
segments that provide  different  products or services.  Separate  management of
each  section is required  because  each  business  unit is subject to different
marketing, production, and technology strategies.

During 2002, the Company  determined  the  marketing,  production and technology
strategies were no longer  different and  consolidated the management of the two
segments into one.


NOTE 15 - SUBSEQUENT EVENTS

New Business Activities
-----------------------
Subsequent to 2002 the Company decided to diversify the Company's interests into
the lifestyles consumables market and entered into the following two agreements:

In May 2003 the  Company  entered a letter of intent  with  Andalusian  Artesian
Springs, Ltd., a spring water bottler to acquire the right to distribute bottled
spring  water and the option to acquire up to 49% of  Andalusian  common  stock.
Management  intends to approach corporate and retail entities who wish to insert
their  own  label  and  use  the  water  as  promotional  or  marketing   tools.
Additionally, the Company intends to market its own line of bottled spring water
to sell at concerts,  sporting events, and other venues. The Company has created
a subsidiary, Ontario Private Water Labelling Limited, to operate this business.

The  Company  has  also  acquired  the  rights  to be  the  authorized  Canadian
distributor  for sales of MegaSun spay tanning  booths.  These stand-up  tanning
booths spray a mist of sunless  tanning  spray.  In addition to the booths,  the
Company  intends on  marketing  its own line of UV-free  tanning  products.  The
Company has created a subsidiary, Celebrity Tan, Inc., to operate this business.

Common Stock Issuances
----------------------
During May 2003,  the  Company  sold  108,000  shares of common  stock for $1.00
Canadian per share ($0.64 U.S.) for  $108,000  Canadian  (approximately  $64,000
U.S.) See Note 9.






                                      F-21