FORM 10-KSB

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                  FORM 10-KSB/A


    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999


                        DOT COM ENTERTAINMENT GROUP, INC.

                 (Name of Small Business Issuer in its Charter)


           Florida                                    E.I.N. 58-2466312
State or other jurisdiction of              (I.R.S. Employer Identification No.)
incorporation or organization)

150 Randall St.
Oakville, Ontario, Canada                                 L6J 1P3
(Address of principal executive offices)                (Zip Code)

                    Issuer's telephone number: (716)853-1964

         SECURITIES REGISTERED UNDER SECTION 12(B) OF THE EXCHANGE ACT:

                                      None

          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:

                    Title of each class to be so registered
                          Class A Voting Common Stock

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

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

The issuer's revenues for the Fiscal Year ended December 31, 1999 were $579,186.

The aggregate  market value of the voting stock (which consists solely of shares
of Common  Stock)  held by  non-affiliates  of the  issuer as of March 23,  2000
computed  by  reference  to the close price as at March 23, 2000 of $2.31 of the
registrant's  Common Stock as quoted on the OTC Bulletin  Board  service on such
date, was approximately $15,013,845.

As at March 1, 2000,  there were 10,500,000  shares of the issuer's common stock
outstanding.

Transitional Small Business Disclosure Format (check one)

Yes      No  X
   -----   -----

<PAGE>

PART 1
------

Statements  contained  in  this  Annual  Report  on  Form  10-KSB  that  are not
historical facts are  forward-looking  statements as that term is defined in the
Private  Securities   Litigation  Reform  Act  of  1995.  Such   forward-looking
statements  are subject to risks and  uncertainties,  which  could cause  actual
results to differ materially from estimated  results.  Certain of such risks and
uncertainties   are  detailed  in  filings  with  the  Securities  and  Exchange
Commission  and the  Company's in Item 1.  "BUSINESS"  and Item 6  "MANAGEMENT'S
DISCUSSION AND DESCRIPTION OR PLAN OF OPERATION" below.

ITEM 1. DESCRIPTION OF BUSINESS


A.   BUSINESS DEVELOPMENT.

DOT COM ENTERTAINMENT GROUP INC.:

dot com  Entertainment  Group,  Inc.  (the  "Company"  or "dot  com"),  formerly
operating   under  the  name  of   Affiliated   Adjusters,   Inc.   (hereinafter
"Affiliated") was incorporated on December 11, 1981 in the State of Florida.  On
January  27,  1999  Affiliated  acquired  100%  of the  shares  of  the  Precyse
Corporation of Toronto, Canada (hereinafter "Precyse"). Prior to its acquisition
of Precyse,  Affiliated  conducted no business  and had only nominal  assets and
liabilities.  On  February  2,  1999,  Affiliated  changed  its  name to dot com
Entertainment Group, Inc.

dot com is an Internet software development Company specializing in the creation
and support of Internet  entertainment products and related services. The intent
of  the  Company  is  to  identify  and  commercialize   leading  edge  Internet
entertainment   technologies   and  license  these   technologies  to  licensees
throughout the world.

B.   BUSINESS OF ISSUER:

ORGANIZATIONAL STRUCTURE

---------------------------------------------------------------------------
                 DOT COM ENTERTAINMENT CORPORATE ORGANIZATIONAL CHART
---------------------------------------------------------------------------
                dot com Entertainment Group, Inc.
---------------------------------------------------------------------------
                   /                        \
dot com Antigua Inc.                       Precyse Corporation
                                              \
                                           dot com Management Inc.

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

The key milestones in the development and evolution of the Company are:

---------------------------------------------------------------------------
                     DOT COM DEVELOPMENT MILESTONES
---------------------------------------------------------------------------


1997*     Precyse Corporation  develops the CyberBingo software system,  which
          is a java-based Internet based Bingo game.

    *     Precyse Corporation develops Delphi version of the CyberBingo software
          system.

    *     Precyse  Corporation enters into license agreement with The CyberBingo
          Corporation  of St.  John's,  Antigua to license  its  Internet  Bingo
          technology.

1998*     Precyse  Corporation  assists The  CyberBingo  Corporation to launch
          CyberBingo on the Internet as a pay-as-you-play Internet Bingo game.

1999*     dot com Entertainment Group, Inc. is formed through the acquisition of
          Precyse Corporation by Affiliated and a name change.

    *     dot com  registers  its common stock with the Securities and  Exchange
          Commission (SEC) and becomes a reporting Company under the  Securities
          Exchange Act of 1934.

    *     dot com Antigua Inc. created to license turnkey Internet Bingo and
          gaming systems to independent operators in exchange for license fees
          and/or participation in the licensees' revenues.

    *     A private placement completed with 19 individual investors,  for gross
          proceeds of $249,420.

2000*     dot com lists its common stock on the Frankfurt Stock Exchange OTC
          Market

    *     dot com enters into license agreements with Azul Electrico S.A. and
          Intercontinental Cyber Ventures Limited.

    *     dot com commences private placement offering of up to $1,250,000.


OVERVIEW

dot com develops and licenses  Internet gaming  software,  and provides  related
support and  maintenance  and  management  consulting  services.  The  Company's
innovative  gaming  systems  have  been  designed  to:  (i)  offer  customers  a
user-friendly  interface  and  superior  interactive  experience;  (ii)  provide
licensees with financially attractive returns, easy site maintenance and limited
administration;  and (iii) protect customers and licensees  through  proprietary
fully integrated technology and business processes.

dot com's plan is to increase the number of Internet  gaming  licensees  who use
its  software  technology  while also  increasing  the number of Internet  games
available  to each  license.  Throughout  FY1999,  dot com focused its  software
development on the creation and improvement of Internet-based  Bingo technology.
The Company  focused on Bingo because  management  concluded that Internet Bingo
players  would be  comprised  of a different  demographic  when  compared to the
demographics of Internet casino games. The Company determined that being a first
mover in the development of technology for the emerging Internet Bingo community
would later facilitate  immediate demand within that community for other dot com
Internet games. As a result of its focus in this micro-market of Internet gaming
called  "low  denomination  Internet  games",  the Company has now been asked to
build  other  complementary  Internet  gaming  software  products  which will be
licensed to its existing and new licensees.

dot com's gaming  software is licensed  through its  wholly-owned  Antigua-based
licensing  subsidiary,  dot com Antigua Ltd.  ("Antiguaco") to a growing list of
licensees.  Antiguaco  licenses and provides to each licensee a  fully-installed
gaming system, which is developed in accordance with licensee  requirements.  In
exchange for its  technology  and support,  dot com receives a percentage of the
licensee's revenues,  in addition to a fixed license fee which is generally paid
prior to the commencement of the license term.

PRODUCTS AND SERVICES

dot com develops and provides its software  products,  support,  maintenance and
management consulting services to independent licensees. As such, the Company is
not an operator of an Internet casino.

To its licensees, dot com provides:

       *       Assistance in the assessment and selection of an acceptable forum
               and/or location for the licensee's Internet business

       *       Concept development and design of virtual business "themes"

       *       Complete graphical user interface with visual and sound effects
               to create a total gaming experience

       *       Software that provides real-time Internet play

       *       Assistance in the connection of licensee's electronic commerce
               facility to dot com's management reporting systems

       *       Retention and analysis of all player data, including win/loss,
               game preferences and the ability to monitor player activities

       *       Administration and complete 24 hour, 7 days a week customer
               support services

       *       Continuing customization of websites

       *       Development of custom management and marketing systems and
               processes

       *       Customization and system integration

       *       Market consulting

DOT COM BINGO

dot com's first  Internet  Bingo  system,  CyberBingo(TM)  is one of the world's
first  Internet  Bingo  games  written  in  the  "java"  programming   language.
CyberBingo(TM)   was  created  to   capitalize   on  the   growing   demand  for
Internet-based  online gaming by offering  players a  pleasurable,  interactive,
electronic version of the classic Bingo Hall-style game. CyberBingo(TM) has been
played on the Internet since January 1997.

DOT COM TECHNOLOGY

dot com's current  Windows-based  downloadable Bingo game provides licensees and
their players with instant access to Internet Bingo featuring a full multi-media
interface including chat and dynamic graphics. All Windows-based games require a
download or installation on a player's  computer,  allowing them to play dot com
Bingo on a Windows operating system.  dot com presently offers its Windows-based
Bingo  technology,  with  several  other  Windows-based  games  projected  to be
released in FY2000.

dot com's  current  Java Bingo game  utilizes the Java  programming  language to
provide easily accessible Bingo to the Company's  licensees.  The cross-platform
nature of Java makes it  possible  to play dot com Bingo on all major  operating
systems,  online,  with  virtually no  downloading  required.  dot com presently
offers Bingo as its only java game with several  additional Java games projected
to be released in FY2000.

In FY2000 dot com plans to introduce other  technologies,  including Flash games
and other java games,  which will provide licensees with a variety of games in a
variety of technologies.

DOT COM'S INITIAL LICENSEE

The  CyberBingo  Corporation of St. John's  Antigua  (hereinafter  "TCC" was the
first Company to license dot com's Internet Bingo technology.  CyberBingo(TM) is
presently  accessed and played by entering TCC's website at  www.cyberbingo.net.
There is no affiliation between dot com and TCC.

The  information  technology  hardware system which operates  CyberBingo(TM)  is
located in the secure premises of TCC in St. John's Antigua.  The CyberBingo(TM)
hardware  system  consists of 5 Microsoft NT based Pentium class computers which
participate  together  on a local  area  network  to form  the  back  end of the
CyberBingo(TM) 3-tier architecture. The servers provide Database, Web Server and
Application  Server  functionality  in  addition to various  e-commerce  related
automation services. The hardware system is supported by a state-of-the-art tape
backup system, which provides for safe keeping of all software and data systems.
Because  this system  accesses  the Internet  through a local  Internet  service
provider  in  St.  John's,   Antigua,   temporary  service  interruptions  occur
periodically,  particularly in times when the island has a communication service
breakdown.   Similarly,   service   interruptions  can  occur  when  the  island
experiences  power  outages,  which can not be supported  by back-up  generating
systems, in place at TCC's premises.

LICENSEES

Antiguaco licenses dot com's integrated  technology systems to a growing list of
licensees.  dot com and its affiliates earn one-time  license fees for providing
an  installed  fully-integrated  operation.  The  licensee's  site is  generally
operational  within  30 - 120  days of  signing  a  license  agreement.  dot com
receives a continuing percentage of the licensee's revenues, and derives revenue
from continuing maintenance,  support and consulting services. The licensee must
obtain a gaming license from the  jurisdiction  where domiciled and dot com may,
if requested, modify the new licensee's site to more reflect its intended market
segment.

Licensees  generally  establish their marketing efforts from within their target
market.  The initial  term of the  licensing  agreement  varies from one to five
years,  renewable  on terms to be agreed  to by the  parties.  dot com  provides
continuous  support  for fees and/or a  percentage  of sales,  depending  on the
licensee's requirements. Should any licensee become delinquent in payment to dot
com,  the Company  has full legal and  technological  ability to remotely  "shut
down" the licensee's website(s).

At year end 1999, dot com had one licensee in The CyberBingo  Corporation of St.
John's Antigua; with three (3) other license arrangements  consummated in FY2000
by March 24, 2000 and other license agreements are in the negotiation stage.

It is  anticipated  that the majority of dot com's  future  revenue and earnings
growth will come from  license  fees,  support and  maintenance  fees,  business
development  and  consulting  fees, and an ongoing  participation  in licensees'
revenue  streams.  dot com  receives a percentage  interest in licensee  revenue
streams  which are  generally  based on gross  sales  which  range from  5%-50%,
depending on the demand placed on dot com's  resources.  The  Company's  primary
cost of  generating  continuing  license  income  is  software  development  and
marketing costs.

DOT COM ANTIGUA LTD.

Antiguaco is based in St. John's,  Antigua,  and is in the business of licensing
customized,  fully  integrated  Internet  gaming systems to independent  parties
wanting  to seize  upon the  online  gaming  opportunity.  Antiguaco  provides a
complete  range of services that the operator needs in order to launch an online
gaming  website  including  customized   software,   web  site  development  and
management,  custom  database  systems  to  manage  customer  accounts,  24-hour
technical support for the licensee and its customers,  and integration  services
into licensee e-commerce systems.  Antiguaco provides these services in exchange
for fees and  participation  in the licensees'  revenues,  providing it with the
opportunity to spread its gaming  development and operating costs among multiple
operators and broaden its penetration of the market.

GROWTH STRATEGY

The development of  telecommunications,  the emergence of new technology and the
international nature of the Internet have created  opportunities to develop new,
efficient and secure ways to deliver  entertainment to customers.  As one of the
first  companies  to employ  these new  technologies  on the  Internet,  dot com
intends to  capitalize on its  technological  lead in Bingo and its expertise in
the analysis of player data and  information  to become a world leader in online
gaming systems and related management consulting services.

dot com's key strategic  objectives are to: (i) to position  itself as a leading
provider of Internet gaming  technologies;  (ii) expand  geographically to other
attractive markets;  and (iii) selectively pursue  opportunities in other market
segments using its Internet and marketing technologies.

dot com intends to implement  its  business  strategy  by: (i)  maintaining  and
enhancing its  technological  lead;  (ii) seeking key strategic  alliances  and;
(iii) developing dot com into a global brand name.

The following summarizes dot com's strategic focus and operating strategy:

dot  com has  focused  its  growth  strategy  on the  development  of its  Bingo
technology,  which creates web-based "communities" or meeting rooms for licensee
players.  Because Bingo is not an odds-based  game and is often regarded to be a
more socially acceptable form of wagering when compared to odds-based  wagering,
licensees  build core groups of repeat  players  who become  loyal to their site
because of dot com's Bingo,  chat,  and various  value-added  programs.  dot com
assists  licensees to conceptualize  new programs which are developed by dot com
into  Internet  technology  and then sold to the licensee in the form of support
and  maintenance.  These programs  include  "bonus" or "comp"  strategies  where
players  benefit  from  increased  play  or  player  referral  programs.   These
enhancements to the system require changes to the technology  which is delivered
by dot com.

As the  licensee  continues  to offer  fresh  content to its  players and player
activity grows, the result is increased royalty,  support and maintenance income
for dot com. While the licensee realizes additional Bingo player activity in the
community,  other dot com games which are consistent  with the  low-denomination
nature  of Bingo  will be  introduced  to the  licensee.  This will  enable  the
licensee to leverage its Bingo  player-base,  using the technology and integrity
of the licensee's  business.  dot com intends to provide its existing and future
licensees  with new  Windows-based  and java  games in order to become a leading
technology provider to the online gaming industry.

dot com intends to capitalize on its  technological  lead in Bingo and its early
market entry to capture a significant  share of the Internet  Bingo market.  The
Company  believes it is well  positioned to achieve this goal since it possesses
the  competitive  advantage  of being  one of the  first  companies  to  license
proprietary Bingo systems.

dot com has focused on  designing  a gaming  experience  using  state-of-the-art
technology. Additionally, licensees may benefit from enhanced revenue generation
through innovative marketing systems and technical innovation which are designed
and delivered by dot com throughout the license term.

dot com has  achieved  a  technological  lead  through  the  development  of its
proprietary software and networked architecture. Furthermore, dot com has made a
strong commitment to continue research and development activities to enhance its
products and software and to develop new applications for potential markets.

SALES AND MARKETING STRATEGY

dot com's sales and marketing initiatives are developed in its Oakville, Ontario
premises. The Company has embraced the importance of marketing and maintaining a
customer-driven  organization  and is recruiting a full marketing  department to
assist in achieving its sales goals. The Company has also entered into strategic
partnerships   with   individuals   and   organizations   who  can   add   value
internationally in sales, marketing and technology development.

dot com's  marketing  strategy is built on the  development  of  real-world  and
online  advertising  campaigns.   Leveraging  existing  real  world  and  online
promotion  through related  organizations is intended to generate and capitalize
on momentum and build customer and licensee  player  relationships  and loyalty.
The Company intends to generate this awareness through several media strategies,
including traditional, online and direct response media.

Traditional media including  consumer  magazines,  industry  specific  programs,
commercial  advertising,  television and radio  coverage and related  offerings,
will be developed with the assistance of specialists in marketing and promotion,
whom the Company will retain on a contract basis on tender.  With the assistance
of our advisers, dot com plans to use page dominant advertising for its products
and  participating  licensees,  sustaining  weight  and  frequency  in  selected
publications thereafter. In addition, the Company will continue to work with its
licensees to provide  information on product  incentives,  such as free games or
large prizes.  The  data-based  nature of the business  provides the  technology
capable of truly carrying on a one-to-one  relationship  with every single user,
providing the added value features that are relevant to that particular internet
entertainment customer.

The Company will  continue to negotiate  banners and links on widely used search
engines,  both  domestically  and  internationally  and  on  sites  which  offer
strategic  advantage to the target audience.  This will not only drive awareness
and traffic to licensee sites,  but, to the extent  exclusivity can be achieved,
it will pre-empt  competitors from this vital medium. dot com intends to develop
associations with other comparable online websites,  such as those maintained by
clubs,  organizations and other international  groups. Many of these groups have
established  an on  line  presence  to  promote  and  provide  access  to  their
membership and prospects.

The Company will continue to use the direct response medium to inform  prospects
about the features and benefits of dot com's  products and those  offered by its
licensees.  Targeted  direct  response  typically  takes the form of  personally
addressed  direct  mail.  dot com plans to also develop  relationships  with top
web-sites where  advertising  listings or links to dot com or its licensee sites
will be arranged.  An  advertising  presence or the right to place  inserts,  or
"piggy-back", in direct mailing to target groups will also be used.

COMPETITIVE ENVIRONMENT

dot com experiences competition from five market segments:

1)  Traditional gaming companies;
2)  Internet gaming companies;
3)  Electronic gaming companies;
4)  Web service providers;  and
5)  Other entertainment/media companies

There are currently  several  competitors  for the licensing of Internet  gaming
software including  Microgaming,  Atlantic  International  Entertainment,  Ltd.,
Chartwell  Technology,  Inc.,  Cryptologic,  Inc., Boss Media AB and a number of
private  and public  companies.  There are  relatively  few  companies  who have
focused on the on line Internet Bingo market,  creating an advantage for dot com
in this market niche.

RESEARCH AND PRODUCT DEVELOPMENT

Present allocations to research and development comprised 46% of total revenues.
For the FY2000,  the  Company  plans to spend  approximately  20% of revenues on
development of new software products and services.

NUMBER OF EMPLOYEES

At the end of FY1999, the Company had 5 employees, 3 of which were full-time. At
March 24, 2000,  the Company has 13  employees,  12 of which are full time.  The
Company is in the process of hiring additional full-time  technical,  marketing,
administrative and operational support staff.

PATENTS TRADEMARKS

The  Company,  through its  subsidiary  Precyse,  has  applied to  register  its
CyberBingoTM trademark in the United States and Canada.

The  Company  has  received  the first  Office  Action  from the  United  States
Department of Commerce  Patent and Trademark  Office (Serial  Number  75/737372)
which found that no similar  registered  or pending mark would bar  registration
under the Trademark Act section 2(d), 15 U.S.C.  Section 1052(d). The Company is
proceeding  to address  minor  changes to the  description  of the  "wares",  is
preparing an amended drawing of the design and will be agreeing to a disclaimer.
The Company has also received  confirmation  that the  application is in process
from Canadian Intellectual Property Office, Trademarks (File Number 882381).

On December 13, 1999, the Company conducted a search of the trademark "WHERE THE
WORLD PLAYS BINGO" and has been advised by its solicitors  that the trademark is
available for registration in Canada.  The Company has instructed its solicitors
to prepare and file an  application  for the  trademark in Canada and the United
States.

GOVERNMENT REGULATION

Regulatory Environment

The Company and its licensees are subject to applicable laws in the jurisdiction
in which they operate.  While some jurisdictions  have introduced  regulation to
attempt to restrict or prohibit Internet gaming,  other  jurisdictions,  such as
several Caribbean countries and Australia, have taken the position that Internet
gaming  is  legal  and/or  have  adopted  or  are in the  process  of  reviewing
legislation to regulate Internet gaming in such jurisdictions.  As companies and
consumers  involved in Internet  gaming are located around the globe,  including
the end-users of the Company's licensees,  there is uncertainty  regarding which
government has  jurisdiction  or authority to regulate or legislate with respect
to various aspects of the industry. Furthermore, it may be difficult to identify
or differentiate  gaming-related transactions from other Internet activities and
link those  transmissions  to  specific  users,  in turn making  enforcement  of
legislation  aimed at restricting  Internet  gaming  activities  difficult.  The
uncertainty  surrounding the regulation of Internet gaming could have a material
adverse  effect on the  Company's  business,  revenues,  operating  results  and
financial condition.

Legislation  designed to restrict or prohibit  Internet gaming may be adopted in
the future in the United States or other  jurisdictions.  After previous similar
proposals  failed to pass in 1998,  on March 23,  1999,  Senator  Jon Kyl of the
United  States  Senate  introduced a revised  proposal  intended to prohibit and
criminalize  Internet  gambling.  Further,  existing and  proposed  legislation,
including  United  States and federal  statutes,  can be  construed or have been
amended to  specifically  prohibit  or  restrict  gaming  through the use of the
Internet and there is a risk  governmental  authorities  may view the  Company's
licensees or the Company as having violated such statutes.  Some Internet casino
operators  have been the  subject of  criminal  complaints  in the states of New
York,  Missouri  and  Minnesota.  See,  for  example,  Minnesota v. Granite Gate
Resorts,  Inc.,  568  N.W.2nd  715  (1997);  Missouri  V.  Interactive  Gaming &
Communications Corp., No. CV 97-7808 (Mo.Cit.Ct.  6\16\97) and New York V. World
Interactive Gaming Corporation (filed 07/13/98), among others.

There is a risk that criminal and civil  proceedings  could be initiated in such
jurisdictions   against  the  Company's   licensees  or  the  Company  and  such
proceedings could involve  substantial  litigation  expense,  penalties,  fines,
diversion of the attention of key executives,  injunctions or other prohibitions
being invoked against the Company's  licensees or the Company.  Such proceedings
could  have a  material  adverse  effect on the  Company's  business,  revenues,
operating results and financial condition.

In addition,  as electronic  commerce further develops,  it may generally be the
subject of government  regulation.  As well, current laws, which pre-date or are
incompatible with Internet  electronic commerce may be enforced in a manner that
restricts the electronic  commerce market.  Any such  developments  could have a
material adverse effect on the Company's business,  revenues,  operating results
and financial condition.

ITEM 2. DESCRIPTION OF PROPERTY

At  December  31,  1999,  the Company  maintained  its  executive  office at 345
Lakeshore Blvd. W. in Oakville,  Ontario where it leased premises  consisting of
approximately 840 square feet. Effective on March 1, 2000, the Company moved its
executive offices to 150 Randall Street,  Suite 203 in Oakville,  Ontario.  This
premise is shared with its wholly-owned subsidiary, The Precyse Corporation. The
premises  is leased  pursuant  to a lease  agreement  valid for five (5)  years,
ending in April,  2005,  with a five (5) year  renewal  option.  The total lease
obligation  is  approximately  $23,000 per annum,  increasing  to  approximately
$27,000 in year five.

The Company's  interim  United States  offices are located at 300 Delaware Ave.,
Buffalo,  NY  14203.  The  Company  has  use  of  this  space  through  a  lease
arrangement, which lease is for one (1) year ending in December, 2000. This is a
shared  office  facility  with  the  total  lease  obligation  of  approximately
USD$5,000.

There are  currently no proposed  programs for the  renovation,  improvement  or
development of the properties currently leased by the Company.

ITEM 3. LEGAL PROCEEDINGS

The Company is not party to any litigation.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There  were no matters  submitted  to a vote of  security  holders  through  the
solicitation  of proxies or  otherwise  during the fourth  quarter of the fiscal
year covered by this report.

PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
        MARKET INFORMATION

The  Company's  common stock is reported by the NASD  Over-The-Counter  Bulletin
Board under the symbol  "DCEG" and on the Third Market  Segment of the Frankfurt
Stock Exchange under the symbol "DOZ".

The following  table sets forth the range of high and low bid quotations for the
Company's common stock for each of the periods indicated as reported by the NASD
Over-The-Counter  Bulletin Board. Bid quotations  reflect  inter-dealer  prices,
without retail markup,  markdown or commission and may not necessarily represent
actual transactions.

Quarter Ended                 High          Low
-------------                 ----          ---
March 31, 1999(1)            $5.25          $3.75
June 30, 1999                $5.375         $3.75
September 30, 1999           $3.25          $1.00
December 31, 1999            $2.125         $0.50

(1)  This was not a full  quarter  as the  Company  was  called  for  trading in
     February of 1999.

On January 27, 1999,  the date when  Affiliated  acquired  100% of the shares of
Precyse,  the  Company  issued  9,420,000  shares of common  stock at a price of
$0.001 per share for total  proceeds of $9,420 to 19 investors,  13 of whom were
accredited  investors,  in  an  offering  exempt  from  registration  under  the
Securities  Act of 1933  pursuant  to Rule 504.  No broker  was  engaged in such
offering.  On February 2, 1999, the Company issued 80,000 shares of common stock
at a price of $3.00 per share for total  proceeds of $240,000 to one  accredited
investor in an offering  exempt from  registration  under the  Securities Act of
1933 pursuant to Rule 504. No broker was engaged in such offering.

As at December  31,  1999,  the Company  has  granted  options to 13  employees,
officers,  directors and consultants to purchase up to 1,520,000 shares,  all at
an exercise price of $3.00 per share.  Such options were granted  pursuant to an
exemption  from  registration  under the Securities Act of 1933 pursuant to Rule
701.

Subsequent  to the  year-end  the  Company  announced  that it was raising up to
$1,250,000 through a private equity financing to investors outside of the United
States.  A maximum  of  500,000  units will be sold at a price of $2.50 per unit
with each unit consisting of one common share and one non-transferable  warrant.
The warrant  will entitle the holder to purchase one common share in the Company
at a price of $4.00 per share for a term of two years  from the  closing  of the
offering.  At March 24, 2000,  200,000 units had been sold for gross proceeds of
$500,000 less  associated  costs of $40,000.  The offer and sale of the Units is
exempt from Regulation S of the Securities Act of 1933.

          SECURITY HOLDERS

The  approximate  number of record  holders of shares of the common stock of the
Company outstanding as of December 31, 1999 was 32.

          DIVIDENDS

No dividends have been declared or paid on the Company's common stock.

ITEM 6.   MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

RESULTS OF OPERATIONS
---------------------

GENERAL

dot  com  is an  Internet  software  development  Company,  specializing  in the
creation and support of Internet  entertainment  products and related  services.
The Company derives its revenues from several sources,  including its assessment
of license fees and royalties  from the use of its software.  Additionally,  dot
com provides licensees with technical support,  maintenance,  software upgrades,
information  and systems  consulting  services,  and marketing  and  promotional
initiatives and services geared toward generating goodwill and brand awareness.

dot com is not an  Internet  gaming  Company,  in that it does not  directly  or
indirectly  accept wagers used to play games of chance on the Internet.  Rather,
it  develops  and  licenses  the use of its  commercial  software  products  and
trademarks,  such as its  CyberBingo(TM)  software system,  to independent third
parties  located in  jurisdictions  that permit  Internet gaming as a legitimate
business enterprise.

The Company  operated  without revenue until May 1998.  Since that time, dot com
has experienced continual revenue growth through the assessment of royalties and
support and  maintenance.  To the end of  December  1999 the Company has had one
licensee, TCC, located in St. John's, Antigua.

The year ended  1998  comparative  income  statements  and cash flow  statements
contained in this report have been prepared  presenting  only the  operations of
The  Precyse  Corporation,  which  was  acquired  by dot com in  January,  1999.
Precyse's  operations are presented  since the acquisition of Precyse by dot com
has  been  accounted  for  showing  Precyse  as the  accounting  acquirer  since
substantially  all of the previous  owners of Precyse now  comprise  most of the
directors and officers of Dot Com, and they have effective  operating control of
the combined Company, and per SAB 2:A:2 of SEC guidelines.

The  following  tables set forth  selected  information  from the  statements of
operations for the years ended December 31, 1999 and 1998 and the balance sheets
as at December 31, 1999 and 1998.


SELECTED STATEMENT OF OPERATIONS INFORMATION


                                                         Year Ended
                                                         ----------
                                                       At December 31,
                                                     1999          1998
                                                     ----          ----
Revenues                                           $579,186      $121,535
Operating expenses                                1,386,986       101,589
Net income (loss)                                  (484,800)       16,546

Selected Balance Sheet Information

                                                       At December 31,
                                                    1999           1998
                                                    ----           ----
Current assets                                     $382,638      $ 15,686
Current liabilities                                 231,217         5,885
Shareholders' equity                                474,421         9,801


Revenues  increased  to  $579,186  for the year  ended  December  31,  1999 from
$121,535 for the year ended  December 31, 1998.  The growth in revenues  results
from higher royalties and support and maintenance charges.  Further contributing
to the increase in revenue is that the fiscal 1998 results only represent  eight
months of revenue since revenue-generating activities only began in May of 1998.
The  royalty  revenue  increased  to  $368,443  in 1999  from  $121,535  in 1998
reflecting the increased activity of the Company's licensee in Antigua.  Support
and  maintenance  revenue  was  $210,000  for the year ended  December  31, 1999
resulting from significant  upgrades being made to the  CyberBingo(TM)  software
and  providing  ongoing  maintenance  to the Antiguan  licensee,  including  the
development  and delivery of marketing and promotional  programs.  In 1998 there
was no support and maintenance revenue.

Although the Company had one licensee at December 31, 1999,  it has entered into
a number of  agreements  that will  diversify  the  Company's  concentration  of
revenue  beginning  in fiscal year 2000.  The new  licensees  will also  provide
licensing revenue in addition to royalties and support and maintenance  revenue.
The Company  earned $743 of  advertising  revenue during fiscal 1999 compared to
nil in 1998.  The Company plans to increase its  advertising  revenue for fiscal
2000 and the future.

Operating  expenses increased to $1,386,986 for the year ended December 31, 1999
from $101,589 for the year ended 1998. The increased  operating expenses reflect
the significantly  higher level of activity at the Company.  During fiscal 1998,
the Company had limited  operations,  resulting in  significantly  lower expense
levels.  Marketing  expenses  were  $183,971 for fiscal 1999 compared to nil for
fiscal  1998.  In 1999 the  Company  hired a  marketing  manager,  and  incurred
expenses in promoting the Company and its products where, in 1998, there were no
marketing initiatives undertaken.  Development expenses grew to $269,044 in 1999
from  $73,856 in 1998.  The  primary  reason  for the  increase  in  development
expenses came from the hiring of software  developers and consultants to improve
the  Company's  products  and  services.  General  and  administrative  expenses
increased to $232,971 for the year ended  December 31, 1999 from $27,733 for the
similar  period in the prior year.  The  increase  resulted  partially  from the
Company  becoming a public  corporation  in February 1999 and the  incurrence of
associated  professional  and  regulatory  expenses,  which were not incurred in
fiscal 1998. The Company also began to remunerate some of its senior  management
in the second half of the year,  leased  office  space and  incurred the related
expenses  associated with the higher level of activity of the Company which were
expenses  not  incurred  during  1998.   There  was  $701,000  of  stock  option
compensation  expense in fiscal 1999  related to 760,000  non-qualified  options
issued to consultants.  These options were recorded as  compensation  expense in
accordance  with the  provisions of SFAS No. 123,  utilizing  the  Black-Scholes
option-pricing model. There was no stock option compensation in fiscal 1998.

The Company incurred a net loss of $484,800 for the year ended December 31, 1999
compared to a profit of $16,546 in 1998 as a result of expenses  increasing more
than  revenues as the Company  invested in further  developing  its products and
services.  As the Company  increases the number of its licensees and  introduces
new products it is anticipated that the growth of the revenues will outpace that
of the  expenses  in the  future.  There was a  $323,000  deferred  tax  benefit
recorded  for fiscal 1999 due to the loss the  Company  incurred.  In 1998,  tax
expense was $3,400 on $19,946 of pre-tax profit.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 1999 the Company had cash of $51,707 as compared  with $3,419 at
December 31, 1998.

At December 31, 1999 the Company had working capital of  approximately  $150,000
as compared  with  approximately  $10,000 at December  31,  1998.  The  increase
reflects  primarily  the net  increase in  receivables  balances  over  accounts
payable,  both of which are higher than at December  1998 due to the  heightened
level of activity of the Company.

At December  31,  1999,  total  assets  increased  to $705,638  from  $15,686 at
December 31, 1998. The increase is due primarily to higher  accounts  receivable
of $254,471  and other  receivables  of $76,460 at  December,  1999  compared to
$12,267  and nil  respectively  at  December,  1998.  The  increase  in accounts
receivable  represents  the  heightened  level  of  activity  of  the  Company's
licensee,  resulting  from higher royalty and support  revenues.  The balance in
other receivables  represents payments made by dot com on behalf of its licensee
and other  amounts for which Dot Com will be repaid.  Also  contributing  to the
increase  in assets is the  deferred  tax asset of $323,000  resulting  from the
available net operating loss  carryforwards and timing  differences  relating to
the  deductibility  of  consulting   expenses  recorded  upon  the  issuance  of
non-qualified stock options.

Total  liabilities  increased  to $231,217  at December  31, 1999 from $5,885 at
December  31, 1998.  This  increase is due to the  heightened  level of business
activity of dot com in the current year compared to that leading to the year-end
December 1998.

In February 1999 dot com raised an aggregate of $249,420 in capital  through the
sale of shares pursuant to a private  placement made in accordance with Rule 504
under the  Securities  Act.  These funds  allowed  the  Company to increase  its
marketing and  development  efforts.  The  consolidated  income  statements  and
statements  of cash flows for the year  ended  December  31,  1999  reflect  the
results of these higher expenditures.  Although there has been a significant use
of cash during the year ended  December 31, 1999  resulting  from an increase in
working  capital and expenses  associated  therewith,  management  believes that
through continued revenue improvements, the collection of accounts receivable in
the ordinary  course of business and by continuing  to match  expenses with cash
resources, the Company has sufficient cash-flow to meet its ongoing obligations.
Most of the Company's  marketing  expenditures during fiscal 1999 were made on a
discretionary  basis, with no ongoing  commitments,  based on the cash resources
available.  These marketing efforts and other discretionary expenditures will be
reduced, if necessary, to reflect the cash resources on hand from time to time.

The Company will also pursue other  financing  activities such as further equity
offerings and obtaining a line of credit to support its continued  investment in
activities to generate increased revenues.

There are presently no material commitments for capital expenditures. Due to the
nature of its  business,  the Company does not require  significant  outlays for
capital  expenditures and, as a result, is not planning for any material capital
expenditures for the foreseeable future,  unless and until additional  financing
is realized.

IMPACT OF INFLATION

The  Company  believes  that  inflation  has not had a  material  effect  on its
business.

RISKS AND UNCERTAINTIES

The Company has identified  that there is uncertainty in North America  relating
to the lawfulness of Internet gaming. As such, notwithstanding the fact that the
CyberBingo  (TM) game system is licensed by TCC,  which  operates  from Antigua,
where such business is lawful if licensed,  governments elsewhere, including the
federal,  state or any  local  governments  in the  United  States  may take the
position that Cyber Bingo(TM) is being played unlawfully in their  jurisdiction.
Accordingly,  the  Company  may  face  criminal  prosecution  in any  number  of
jurisdictions,  either for operating an illegal gaming  operation,  or as aiding
and abetting  others,  such as its  licensees,  in  operating an illegal  gaming
operation.  The  Company  has  not  devoted  any of  its  limited  resources  to
investigating the legal climate in which it operates.  Many of the issues facing
the  Company are the same as those  facing all other  e-commerce  providers,  as
current  laws  are not  clear  as to  who,  if  anyone,  has  jurisdiction  over
Internet-based commerce. A number of proposals have been presented in the United
States  congress  to  expressly  ban  Internet  gaming,  although  none of these
proposals  have yet been  enacted.  Although the Company  intends to do business
worldwide,  any  enforceable  ban on Internet  gaming in the United States would
have a material adverse effect on the Company's business and both its short-term
and long-term liquidity and its revenues from operations.

YEAR 2000 RISKS

In FY1999,  the potential existed and dot com was exposed to a risk that certain
of its systems or those of licensees would fail or suffer impairment as a result
of the Year 2000 issue (hereinafter  "Y2K"). Y2K relates to the rollover date of
programming  defaulting  to 01/01/1900  rather than  01/01/2000  (the  "Rollover
Date").  Although  there was no impact on the  Company or its  licensees  on the
Rollover Date and management believes that all hardware is Y2K compliant,  there
may still be a risk that the  Company's  reliance on certain  hardware  systems,
software and related  services could result in a complete  system failure to its
software  and/or  hardware  systems  and/or any related  information  technology
system including communication systems.

Although the Company relies on systems developed using current technology and on
systems  designed  to be Y2K  compliant,  we may  have to  replace,  upgrade  or
re-engineer or program certain systems to ensure that all technology will be Y2K
compliant  when operating  together.  Management  does not anticipate  having to
incur any major  operating  or capital  expenditures  that would have a material
impact on our financial condition.  While management believes that the Company's
hardware  and  software  systems  are and will  continue  to  operate  after the
Rollover  Date,  there  can be no  assurance  that  all  systems  will  function
adequately.

ITEM 7. FINANCIAL STATEMENTS

Information  with respect to this item is contained in the financial  statements
appearing at Item 13 of this Report.

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

In March 2000, Rosenswig Carere McRae, LLP of Toronto,  Ontario, the independent
Chartered  Accountants  previously engaged as the principal  accountant to audit
the 1998 and prior financial  statements of Precyse  Corporation (the accounting
predecessor  to the  Company),  resigned.  As noted  earlier in ITEM 6, the year
ended 1998 comparative  income statements and cash flow statements  contained in
this  report  have been  prepared  presenting  only the  operations  of  Precyse
Corporation.  The resignation  resulted from the Company  becoming a U.S. public
company and the  conclusion  that the Company would be better served through the
engagement of a U.S.  Certified  Public  Accounting firm. The Company elected to
utilize the services of Freed Maxick Sachs & Murphy, PC of Buffalo, New York.

The audit report of Rosenswig Carere McRae,  LLP on the financial  statements of
the  Company as of December  31,  1998 did not  contain  any adverse  opinion or
disclaimer of opinion,  nor were they qualified or modified as to audit scope or
accounting  principles.  The decision to change  accountants was approved by the
Board of  Directors of the Company.  There have been no  disagreements  with the
former accountant on any matter of accounting principles or practices, financial
statement disclosure,  or auditing scope or procedure,  which disagreements,  if
not resolved to the satisfaction of the former accountant,  would have caused it
to make reference to the subject matter of the  disagreements in connection with
its report.  The Company has  provided a copy of this  disclosure  to its former
accountants,  and the Company requested that the former accountants furnish them
with letters addressed to the Securities and Exchange Commission stating whether
they agree with the statements made by the registrant,  and, if not, stating the
respects in which they do not agree. A copy of the former accountant's responses
indicating agreement is included as an Exhibit to this report.

PART III.
---------

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

          DIRECTORS AND EXECUTIVE OFFICERS

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

Name               Age      Position                   Period Served
----               ---      --------                   -------------
Ken Lusk           50       Director                   02/1999 to Present
                            and Chairman
Scott White        37       Director                   02/1999 to Present
                            President & CEO
George White       66       Director                   02/1999 to Present
Perry Malone       37       Director                   02/1999 to Present
                            And VP Technology
Ted Colivas        39       VP Operations
Andre Kern         37       Controller
Glenn Scott        33       Director of
                            Business Development
Howard Rubinoff    42       Secretary
                            and General Counsel
John Reilly        40       Director                   02/1999 to Present

Kenneth R. Lusk,  Director and Chairman:  Mr. Lusk is a  Professional  Chartered
Accountant  in the  Province  of Ontario  and  possesses  a bachelor of commerce
degree from Queens University in Kingston.  Since 1991, Mr. Lusk has worked as a
Management Consultant with major North American real estate developers and major
Federal Crown corporations  including the Canadian Broadcasting  Corporation and
Canada Post. Prior to his self-employment, from 1981 to 1991, Mr. Lusk served as
an Executive Vice President with Bramalea  Limited,  where his  responsibilities
included  overseeing  the  property  development  activities  in both the United
States and Canada, and a variety of financial, treasury management and corporate
planning functions.

Scott White,  Director,  President and CEO: Mr. White is a lawyer, called to the
bar in the Province of Ontario in 1989. He is a graduate from the  University of
Toronto  with a bachelor of arts  degree and the  University  of Windsor  with a
bachelor of laws degree.  Mr. White has provided  legal  services to his clients
several  areas  of  law,  including  corporate/commercial,   administrative  and
business  acquisitions.  He has acquired business  management  experience as the
managing  partner of Bush,  Frankel & White,  Barristers &  Solicitors  and as a
Company director with Vista International  Petroleums Ltd.  (1993-1996) and as a
corporate secretary with Nova Continental Development Corporation (1994-1997).

George  S.  White,  Director:  Mr.  White  has  acquired  more  than 30 years of
experience as a senior officer,  director and management consultant with Fortune
500 companies.  From 1974 to 1994, Mr. White occupied several senior  management
positions  including  Vice President and General  Manager with United  Westburne
Inc., which is North America's largest distributor of electronic, electrical and
plumbing  supplies.  In addition to his  experience  with Fortune 500 companies,
over the past 30 years,  Mr.  White has provided  consulting  advice on mergers,
acquisitions,  marketing and public  relations for a variety of public small-cap
companies in Canada and the United States.  He presently serves as a director of
Holmer  Gold Mines  Ltd.,  which is a Company  listed for trading on the Toronto
Stock Exchange.

Perry Malone, Director and Vice President Technology:  Mr. Malone graduated from
Ryerson  University in Toronto with a bachelor degree in Engineering in 1985. He
has acquired extensive  experience as a computer systems architect and engineer,
providing  consulting  services to some of Canada's leading  corporations.  From
February  1988 to January  1999,  through his  wholly-owned  consulting  Company
Pericom Systems  Corporation,  Mr. Malone  provided IT consulting  services as a
Senior Systems Analyst to Canadian Pacific Limited,  Bell Canada, IBM Canada and
Toronto  Dominion  Securities.  Mr.  Malone  has  served as the  Company's  Vice
President of  Technology  since  February  1999,  in which  position he is still
incumbent.

Ted  Colivas,  Vice  President  Operations:   Mr.  Colivas  graduated  from  the
University of Toronto in 1987 with a bachelor of science  degree in Physics.  He
has acquired  extensive  experience as a computer  systems  specialist in a wide
variety of enterprise  wide IT/IS  operations  and  management.  Mr. Colivas has
served as a Senior Business Applications Consultant with Ericsson Communications
Canada (May  1997-January  1999) and a Computer  Operations  Manager and Systems
Performance  Engineer with Canadian Pacific Limited (August 1990- October 1996).
Mr.  Colivas has served as the  Company's  Vice  President of  Operations  since
February 1999, in which position he is still incumbent.

Andre Kern,  Controller:  Mr. Kern is a Professional Chartered Accountant in the
Province of Ontario and graduated  from the  University of Toronto in 1985.  Mr.
Kern was appointed to the position of  Controller  in January 1999.  Since 1996,
Mr. Kern has served as Corporate  Controller for Devtek Corporation,  a Canadian
public Company, listed on the Toronto Stock Exchange. At Devtek and other public
companies that Mr. Kern has worked for he has provided  expertise in finance and
treasury,  public Company  affairs,  acquisitions  and  disposals,  and business
operations.

Glenn  Scott,  Director  of  Business  Development:  Mr.  Scott is a graduate of
Ryerson  University in Toronto with a bachelor of commerce degree in 1992. Since
1992,  Mr. Scott has worked  extensively in the area of sales and marketing with
experience  on both the agency and client sides of the  business.  Mr. Scott has
served as a Brands  Manager with MacLaren  Lintas in Toronto,  Canada and Versus
Technologies,  where he was  instrumental in the marketing of the E*trade Canada
brand in on and offline  media.  Mr.  Scott has also served as a Brands  Manager
with Gee Jeffery & Partners in Toronto.  Mr. Scott brings  business  development
skills to dot com along with a comprehensive understanding in the development of
various business/marketing strategies for long term growth.

Howard  Rubinoff,  Secretary:  Mr. Rubinoff  graduated with a bachelor degree in
arts from York  University  and a bachelor of laws degree from the University of
Windsor.  He also attended the Detroit  College of Law for one semester and took
courses at the University of Detroit.  Mr. Rubinoff  practices  primarily in the
area of  corporate/commercial  law with emphasis on mergers and acquisitions and
financing.  In the last few  years,  he has been  involved  in a number of major
restructurings of public companies.

John F.  Reilly,  Director:  Since 1998,  Mr.  Reilly has served as the Managing
Director for State Street Brokerage  Services  (Canada) Inc. State Street is one
of the world's largest financial  institutions  specializing in custody,  trust,
investment management and brokerage.  Prior to joining State Street, in 1992 Mr.
Reilly  became  the  CEO of  Versus  Brokerage  Services,  President  of  Versus
Brokerage  Services (US), and Managing Director CEO of Versus  Technologies.  He
was primarily  responsible for bringing E*Trade, the Internet securities dealer,
to Canada and launching it under Versus Brokerage Services. Prior to co-founding
Versus,  Mr.  Reilly  was Vice  President  Electronic  Trading  at RBC  Dominion
Securities.  Mr. Reilly obtained a Bachelor of Business Administration,  Finance
from Wilfred Laurier in 1981 and has taken numerous industry-related courses and
qualifications including the Partners, Officer and Directors Exam.

All directors are elected annually.

          FAMILY RELATIONSHIPS.

George S. White and Scott F.  White are  father-son.  There are no other  family
relationships among the Company's directors, executive officers or other persons
nominated or chosen by the Company to become officers or executive officers.

          INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS.

The  Company  is not  aware of any  material  legal  proceedings  involving  any
director,  director  nominee,  promoter  or control  person  including  criminal
convictions,  pending criminal matters,  pending or concluded  administrative or
civil  proceedings  limiting  one's  participation  in the securities or banking
industries, or findings of securities or commodities law violations.

          SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE.

Section  16(a) of the  Securities  Exchange Act of 1934  requires the  Company's
officers  and  directors,  and  persons  who own  more  than  ten  percent  of a
registered  class  of the  Company's  equity  securities,  to  file  reports  of
ownership and changes in ownership with the  Securities and Exchange  Commission
(the "SEC").  Officers,  directors and greater than ten percent shareholders are
required by SEC  regulation  to furnish  the Company  with copies of all Section
16(a) forms they file.

Based  solely on its  review  of the  copies of such  forms  received  by it, or
written  representations  from certain reporting  persons,  the Company believes
that,  during the fiscal year ended December 31, 1999,  all filing  requirements
applicable  to its officers,  directors and greater than ten percent  beneficial
owners were complied with.

ITEM 10. EXECUTIVE COMPENSATION.

          SUMMARY COMPENSATION TABLE

The following  table  summarizes the total  compensation  of the Chief Executive
Officer and the other most highly compensated executive officers  (collectively,
the "Named Executive Officers") of the Company earning in excess of $100,000 for
the year ended December 31, 1999, as well as the total compensation paid to each
such individual for the Company's three previous fiscal years:

                                     Long Term Compensation
                                     ----------------------
-------------------------------------------------------------------------
         Annual Compensation                         Awards
-------------------------------------------------------------------------
                                              Securities
                                              Underlying

Name and                                      Options/       All Other
Principal             Year       Salary       Stock SARs    Compensation
Position               ($)         ($)        ----------       (US$)
--------              ----       ------                     ------------
Scott White           1999       $5,000        100,000     $37,500(1)
President and
Chief Executive
Officer
                      1998           -0-            -0-         -0-

                      1997           -0-            -0-         -0-


(1)  The compensation consists of a one time bonus which had not been paid as at
     March 24,2000.

          OPTION/SAR GRANTS IN LAST FISCAL YEAR
          (INDIVIDUAL GRANTS)

      (a)           (b)            (c)              (d)          (e)
                               % of Total
                  Number of      Options/
                 Securities        SARs
                 Underlying      Granted to      Exercise
                Options/SARs     Employees        or Base
    Name         Granted (#)  in Fiscal Year   Price ($/Sh)  Expiration Date
    ----         -----------  --------------   ------------  ---------------
Scott White       100,000         13.34             $3.00      Feb 2, 2004

For the above granted options, the options have fully vested.

          AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FY-END
          OPTION/SAR VALUES

                                            Number of
                                            Securities
                                            Underlying      Value of
                                            Unexercised     In-the-Money
                                            Options/SARs    Options/SARs
                                            At Fy-End(#)    at FY-End($)
                  Shares
                Acquired on     Value       Exercisable/   Exercisable/
     Name       Exercise (#)  Realized($)   Unexercisable  Unexercisable
     ----       ------------  -----------   -------------  -------------
  Scott White       -0-          -0-           100,000/0        0/0

          COMPENSATION OF DIRECTORS

A.   Standard Arrangements.

The  members of the  Company's  Board of  Directors  are  reimbursed  for actual
expenses incurred in attending Board meetings.

B.   Other Arrangements.

Not applicable

     EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT, AND CHANGE-IN-CONTROL
     ARRANGEMENTS

As at December 31, 1999, there were no written  contracts or agreements  between
the Company and its employees.  Employee  salaries are set by the members of the
Board of Directors.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table below sets forth information, as of December 31, 1999, with respect to
beneficial  ownership of the Company's  Common Stock by each person known by the
Company to be the  beneficial  owner of more than 5% of its  outstanding  Common
Stock, by each director of the Company,  by each Named Executive  Officer and by
all officers and directors of the Company as a group.  Unless  otherwise  noted,
each shareholder has sole investment and voting power over the shares owned.

Name And Address               Amount and Nature        Percent Of Class
Beneficial Owner(1)            of Ownership

Ken Lusk                        1,078,000(2)(3)              9.0%
Scott White                     1,012,000(2)(3)              8.4%
Perry Malone                    1,012,000(2)(3)              8.4%
Ted Colivas                     1,012,000(2)(3)              8.4%
Glenn Scott                       100,000(4)                 0.8%
Howard Rubinoff                   100,000(4)                 2.8%
George White                       50,000(4)                 0.4%
John Reilly                        50,000(4)                 0.4%
Andre Kern                        100,000(4)                 0.8%
Marie Rose Holdings Ltd.          650,000(5)                 6.2%

All officers and
directors as a group
nine persons)                   4,750,000                  39.52%


(1)  All persons have an address c/o the Company; 300 Delaware Ave., Buffalo, NY
     14202 except Marie Rose  Holdings  Limited  which  maintains its address at
     P.O. Box 588, St. Peter Port,  Guernsey,  C.I..

(2)  Includes  shares of common stock currently owned and any shares as to which
     the holder may become the owner within 60 days,  such as by the exercise of
     options.

(2)  Includes  options  granted in 1999 to  purchase  common  stock at $3.00 per
     share of 50,000 for Mr. Lusk, 100,000 for each of Messrs.  Scott White, Ted
     Colivas and Perry  Malone.

(3)  Consists  solely of options  granted in 1999 to  purchase  common  stock at
     $3.00 per share.

(4)  Consists  solely of common stock.  The ultimate  beneficial  owner of these
     securities is Michael A. Fielding.


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Nothing reportable.


ITEM 13. INDEX TO EXHIBITS

(a)  Financial Statements (included in Part II of this Report):

     Reports of Independent Accountants

     Consolidated Balance Sheet - December 31, 1999

     Consolidated Statements of Income (Loss) and Retained Earnings
     (Deficit) - December 31, 1999

     Consolidated Statements of Shareholders' Equity (Deficiency) -
     December 31, 1999

     Consolidated Statements of Cash Flows - December 31, 1999

     Notes to Consolidated Financial Statements - December 31, 1999


1.1   Memorandum of Agreement among Affiliated Adjusters, Inc. and the
      stockholders of The Precyse Corporation dated January 27, 1999*

3.1   Articles of Incorporation, as amended*

3.2   Bylaws*

10.1  Technology License and Maintenance Agreement between The Precyse
      Corporation and The CyberBingo Corporation dated December 4, 1997*

10.2  Consulting Agreement between registrant and Colivas Enterprises Ltd.
      dated March 16, 1999*

10.3  Consulting Agreement between registrant and Pericom Systems Corp.,
      undated*

10.4  Transaction Processing Agreement between PreCyse Corporation and First
      Atlantic Commerce Ltd. dated January 29, 1999*

16.1  Letter of Rosenswig Carere McRae, LLP

21.1  Subsidiaries of Registrant

23.1  Consent of Independent Chartered Accountants

27.1  Financial Data Schedule

*     Previously filed

(b)  REPORTS ON FORM 8-K

No reports on Form 8-K were filed during the last quarter of the period  covered
by this Report.
<PAGE>

                        CONSOLIDATED FINANCIAL STATEMENTS

                        dot com ENTERTAINMENT GROUP, INC.
                                AND SUBSIDIARIES
                      (FORMERLY AFFILIATED ADJUSTERS, INC.)

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

                           December 31, 1999 and 1998
                                      with
                          INDEPENDENT AUDITOR'S REPORTS

<PAGE>
                                    CONTENTS

                                                                   Page
                                                                   ----

Independent Auditor's Reports                                    1 - 2

Consolidated Financial Statements:

         Balance Sheets                                              3

         Statements of Operations                                    4

         Statements of Changes in Stockholders' Equity               5

         Statements of Cash Flows                                    6

Notes to the Consolidated Financial Statements                  7 - 11

<PAGE>

                        dot com ENTERTAINMENT GROUP, INC.
                                AND SUBSIDIARIES
                      (FORMERLY AFFILIATED ADJUSTERS, INC.)


                          INDEPENDENT AUDITOR'S REPORT


To the Shareholders of
dot com Entertainment Group, Inc. and Subsidiaries
(Formerly Affiliated Adjusters, Inc.)


     We have audited the  consolidated  balance  sheet of dot com  Entertainment
Group,  Inc.  and  Subsidiaries  (formerly  Affiliated  Adjusters,  Inc.)  as at
December 31, 1999 and the consolidated  statements of operations,  stockholders'
equity  and cash flows for the year then  ended.  These  consolidated  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. The consolidated financial statements of dot com Entertainment Group,
Inc.  and  Subsidiaries  as of and for the year  ended  December  31,  1998 were
audited by other  auditors  whose  report  dated  August 12, 1999  expressed  an
unqualified opinion on those statements.

     We conducted  our audit in  accordance  with  generally  accepted  auditing
standards.  Those standards  require that we plan and perform an audit to obtain
reasonable  assurance whether the consolidated  financial statements are free of
material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting  the amounts and  disclosures in the 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,  these consolidated financial statements present fairly, in
all material respects,  the consolidated financial position of the company as at
December 31, 1999 and the consolidated  results of its operations and changes in
its cash flows for the year then ended in  accordance  with  generally  accepted
accounting principles.

                                    FREED MAXICK SACHS & MURPHY, P.C.


Buffalo, New York
March 20, 2000


<PAGE>
                                AUDITOR'S REPORT

To the shareholders of
dot com Entertainment Group, Inc.
(Formerly Precyse Corporation)

We  have  audited  the  balance  sheet  of dot  com  Entertainment  Group , Inc.
(formerly  Precyse  Corporation)  as at December 31, 1998 and the  statements of
income and retained  earnings,  and changes in  financial  position for the year
then  ended.  Precyse  Corporation  was  the  accounting  acquirer  of  dot  com
Entertainment  Group,  Inc. in January 1999. 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 generally accepted auditing standards.
Those standards  require that we plan and perform an audit to obtain  reasonable
assurance 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.

In our opinion,  these  financial  statements  present  fairly,  in all material
respects,  the financial position of the company as at December 31, 1998 and the
results of its  operations  and changes in its  financial  position for the year
then ended in accordance with generally accepted accounting principles.

                                               s/Rosenswig Carere McRae LLP


                                               Chartered Accountants

Toronto, Canada
August 12, 1999

                                       2

<PAGE>
                        dot com ENTERTAINMENT GROUP, INC.
                                AND SUBSIDIARIES
                      (FORMERLY AFFILIATED ADJUSTERS, INC.)

                           CONSOLIDATED BALANCE SHEETS

                                  December 31,

ASSETS                                                 1999          1998
                                                       ----          -----
Current assets:

 Cash ..........................................  $    51,707   $    3,419
 Accounts receivable:
  Trade ........................................      254,471       12,267
  Other ........................................       76,460            -
                                                   ----------    ---------
   Total current assets ........................      382,638       15,686

Deferred tax asset .............................      323,000            -
                                                   ----------    ---------
                                                  $   705,638  $    15,686
                                                   ==========   ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Accounts payable and accrued expenses ......... $   164,401  $          -
 Accounts payable - officers ...................      63,416             -
 Income taxes payable ..........................       3,400         3,400
 Shareholder's loan ............................           -         2,485
                                                   ---------    ----------
  Total current liabilities ....................     231,217         5,885
                                                   ---------    ----------
Stockholders' equity:
 Common stock, $.001 par value, 50,000,000
 shares authorized, 10,500,000 shares issued
 and outstanding (4,000,000 - 1998) ............     10,500         4,000
 Additional paid in capital:
  Common stock .................................    238,050        (3,870)
  Stock options ................................    701,000             -
 Retained earnings (accumulated deficit) .......   (475,129)        9,671
                                                  ---------     ---------
                                                    474,421         9,801
                                                  ---------     ---------
                                                 $  705,638    $   15,686
                                                  =========     =========

                            See accompanying notes.

                                       3
<PAGE>

                        dot com ENTERTAINMENT GROUP, INC.
                                AND SUBSIDIARIES
                      (FORMERLY AFFILIATED ADJUSTERS, INC.)

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                            Years Ended December 31,


                                               1999          1998
                                               ----          ----

Revenues ................................ $   579,186  $    121,535


Expenses:
 Development ............................     269,044        73,856
 General and administrative .............     232,971        27,733
 Marketing ..............................     183,971             -
 Stock option compensation (Note 6) .....     701,000             -
                                           ----------   -----------
                                            1,386,986       101,589
                                           ----------   -----------
Income (loss) before income tax
 (expense) benefit ......................   (807,800)        19,946

Income tax (expense) benefit ............    323,000         (3,400)
                                           ---------    -----------

Net income (loss) ....................... $ (484,800)  $     16,546
                                           =========    ===========

Net income (loss) per share - basic ..... $    (.049)  $       .005
                                           =========    ===========

Weighted average number of common shares
 outstanding - basic ....................  9,958,333      3,475,000
                                           =========    ===========

                            See accompanying notes.

                                       4
<PAGE>

                        dot com ENTERTAINMENT GROUP, INC.
                                AND SUBSIDIARIES
                      (FORMERLY AFFILIATED ADJUSTERS, INC.)

            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                            Years Ended December 31,

<TABLE>
<CAPTION>
                                                                       Paid-in      Paid-in        Retained
                                                                       Capital      Capital        Earnings
                                            Common Stock               Common        Stock       (Accumulated
                                       Shares           Amount         Stock        Options        Deficit)      Total
                                       ------           ------         -----        -------        -------       -----
<S>                                  <C>              <C>         <C>            <C>            <C>           <C>
Balance at January 1, 1998 ........  3,100,000        $  3,100    $   (2,970)    $        -     $   (6,875)   $  (6,745)

Issuance of common stock ..........    900,000             900          (900)             -              -            -

Net income - 1998 .................          -               -             -              -         16,546       16,546

Balance at December 31, 1998 ......  4,000,000           4,000        (3,870)             -          9,671        9,801

Issuance of common stock for
 acquisition of dot com (Note 2) ..  6,420,000           6,420         2,000              -              -        8,420

Issuance of common stock ..........     80,000              80       239,920              -              -      240,000

Stock options issued in exchange
 for services .....................          -               -             -        701,000              -      701,000

Net loss - 1999 ...................          -               -             -              -       (484,800)    (484,800)

Balance at December 31, 1999 ...... 10,500,000        $ 10,500     $ 238,050      $ 701,000   $   (475,129)   $ 474,421
</TABLE>

                             See accompanying notes.

                                       5

<PAGE>



                        dot com ENTERTAINMENT GROUP, INC.
                                AND SUBSIDIARIES
                      (FORMERLY AFFILIATED ADJUSTERS, INC.)

                      CONSOLIDATED STATEMENT OF CASH FLOWS
                            Years Ended December 31,


                                                             1999        1998
                                                             ----        ----

Cash flows from operating activities:
  Net income (loss) ..................................... $(484,800)  $  16,546
  Adjustments to reconcile net income (loss) to
  net cash used in operations:
   Stock option compensation ............................   701,000           -
   Deferred income tax benefit ..........................  (323,000)          -
   Changes in non-cash working capital items:
   Accounts receivable ..................................  (318,664)      3,182
   Accounts payable and accrued expenses ................   164,401           -
   Accounts payable - officers ..........................    63,416           -
   Income taxes payable .................................         -       3,400
   Deferred revenue .....................................         -     (30,550)
                                                           ---------    --------
  Net cash used in operating activities .................   (197,647)    (7,422)

Cash flows from financing activities:
    Repayment of shareholder loan .......................     (2,485)      (204)
    Proceeds from issuance of common stock ..............    248,420          -
                                                           ---------   --------
    Net cash provided by (used in) financing activities..    245,935       (204)
                                                           ---------   --------
Net increase (decrease) in cash .........................     48,288     (7,626)
Cash, beginning of year .................................      3,419     11,045
                                                           ---------   --------
Cash, end of year ....................................... $   51,707   $  3,419
                                                           =========    =======


                            See accompanying notes.

                                       6
<PAGE>


NOTE 1. - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Principles of Consolidation - The consolidated financial statements include
the accounts of dot com  Entertainment  Group,  Inc. and Subsidiaries  (formerly
Affiliated Adjusters, Inc.) (dot com) and its wholly owned subsidiaries, Precyse
Corporation (Precyse),  dot com Antigua Ltd. (Antigua),  dot com Management Ltd.
(collectively   the  Company).   All  significant   intercompany   balances  and
transactions have been eliminated.

     Nature  of  Business  - The  Company  is a  software  development  company,
specializing   in  developing   and   supporting   internet   gaming,   lottery,
entertainment  and related software.  The software is marketed  worldwide out of
the Company's Oakville, Ontario, Canada office.

     US Dollars  Reporting - The United States dollar is the principal  currency
of the  company's  business  and  accordingly  these  financial  statements  are
expressed in United States dollars.

     Estimates - The preparation of the financial  statements in conformity with
generally accepted  accounting  principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities,  and
receipts and  expenditures  during the reporting  period.  Actual  results could
differ from estimates.

     Fair Value of Financial  Instruments - The carrying  amounts of the current
assets and liabilities reported in the balance sheets approximate fair value due
to their short term maturity.

     Segment  Reporting - In accordance  with SFAS 131, the Company is currently
organized, managed and internally reported as one segment.

     Revenue  Recognition  - Royalty  fees are  collected  from  licensees,  who
license  the  Company's  Internet  entertainment  software.  Royalty  revenue is
recognized as licensees provide Internet  services to their customers.  Support,
maintenance  and  advertising  revenue is  recognized  when the service has been
provided.

     Net Income  (Loss) Per Common  Share - In  accordance  with SFAS 128,  dual
presentation of basic and diluted  earnings per share is required on the face of
the  statement  of  operations.  Net  income  (loss) per share is based upon the
weighted  average  number  of  common  shares  outstanding  during  the  periods
presented.  Outstanding  stock  options  have not been  considered  common stock
equivalents  as of  December  31,  1999  as  their  assumed  exercise  would  be
anti-dilutive.  There were no options or warrants  outstanding  on December  31,
1998.

     Research,  Developmental and Organizational Costs - Research, developmental
and organizational costs are expensed as incurred.

     Advertising  -  The  Company  expenses   advertising   costs  as  incurred.
Advertising expense was $2,462 for the year ended December 31, 1999 ($0 - 1998).

                                       7
<PAGE>

NOTE 1. - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     Income  Taxes - Income  taxes are  computed in  accordance  with  Financial
Accounting  Standards  Board  Statement  No. 109,  Accounting  for Income Taxes.
Deferred  taxes are  provided on temporary  differences  arising from assets and
liabilities  whose bases are different  for  financial  reporting and income tax
purposes.

     Concentration  of Credit Risk - The  Company  has  entered  into a software
license  agreement with one customer.  The royalties derived from this agreement
along with maintenance and support  provided to the same customer  represent the
only source of revenue for the  Company.  The loss of this  customer  may have a
material adverse effect on the Company.

     Accounting  for Stock Based  Compensation  - The Company  accounts  for its
stock  option  plans under APB Opinion No. 25,  "Accounting  for Stock Issued to
Employees." Accordingly, no compensation expense is recognized for stock options
issued to employees  as long as the  exercise  price is greater than or equal to
the market value of the common stock at the date of grant.  In  accordance  with
Statement of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation,"  (SFAS No.  123) the  Company  discloses  the summary of proforma
effects to reported net income and  earnings per share for 1999 and 1998,  as if
the Company had elected to recognize  compensation costs based on the fair value
of the employee options at the grant date.  Nonqualified stock options issued to
non-employees is recognized as compensation expense based upon the fair value of
the consideration  received or the fair value of the equity instruments  issued,
which ever is more reliably measurable (see Note 6).

NOTE 2. - CAPITAL TRANSACTION

     In January,  1999, Affiliated Adjusters,  Inc. (Affiliated) (a nonoperating
public  shell)  entered into a business  combination  with Precyse  Corporation,
whereby Affiliated purchased 100% of the outstanding common stock of Precyse for
$1,000.  Simultaneously,  a  Precyse  stockholder  acquired  900,000  shares  of
outstanding stock of Affiliated. In addition, Affiliated issued 9,420,000 shares
of  common  stock at $.001  per  share,  of which  former  Precyse  stockholders
acquired 3,100,000 of these shares. Subsequent to these transactions, Affiliated
changed its name to dot com Entertainment Group, Inc. (dot com).

     As a result of these transactions,  the former Precyse  shareholders became
38% owners of dot com and gained control of the board of directors. Accordingly,
the  transaction  has been  accounted  for in  accordance  with  Securities  and
Exchange Commission,  Staff Accounting Bulletin Topic 2:A:2, whereby, Precyse is
deemed to be the accounting acquirer of dot com, followed by a recapitalization.
The  remaining  6,320,000  of the above  shares  issued  along with the  100,000
Affiliated shares previously outstanding were recorded in this recapitalization.
The assets and liabilities of dot com as of the  acquisition  have been recorded
at their  historical  cost,  which  approximated  their fair market  value.  The
results of operations include those of dot com since the date of acquisition.

         The results of  operations  had dot com and Precyse been combined as of
January 1, 1998,  would not have been  significantly  different than the amounts
reported.

                                       8
<PAGE>

NOTE 3. - STOCKHOLDER'S LOAN

     The stockholder's loan was non-interest  bearing and payable on demand. The
loan was repaid during the year ended December 31, 1999.


NOTE 4. - COMMITMENTS

         A.    Lease Commitments

                    The  Company  utilizes   certain   computer   equipment  and
               facilities  under operating  leases which expire at various dates
               through 2005. Rent expense under  operating  leases for the years
               ended December 31, 1999 and 1998, was  approximately  $16,500 and
               $15,000, respectively.

                    The approximate future minimum payments required under these
               leases are as follows:

                      2000           $    33,000
                      2001                37,000
                      2002                30,000
                      2003                27,000
                      2004                27,000
                      Thereafter           4,000
                                      ----------
                                     $   158,000

         B.    Consulting Contracts

                    The Company is obligated under various consulting agreements
               with  certain  officers  which  expire  in 2002.  The  agreements
               provide  for  minimum  aggregate  annual  payments  of  $300,000.
               Consulting  expense  under  these  agreements  for the year ended
               December  31,  1999  amounted  to  $231,500  ($0 -  1998).  As of
               December 31,  1999,  $63,416 is still owed to the  officers.  The
               agreements  also provide for the annual granting of stock options
               to purchase the Company's common stock.

NOTE 5. - STOCKHOLDERS' EQUITY

     In 1998,  900,000 shares of common stock were issued as  consideration  for
services performed.

     In February  1999,  the Company  issued  80,000 shares of common stock at a
price of $3 per share. The total proceeds amounted to $240,000.

                                       9

<PAGE>

NOTE 6. - STOCK OPTION PLANS

     During the year ended December 31, 1999,  the Board of Directors  adopted a
stock option plan under which, 1,500,000 shares are available.  These shares may
be granted to directors,  officers,  employees and consultants at the discretion
of the  Board.  Under the plan,  the  options  granted  will  either  qualify as
incentive stock options  ("ISO's") in accordance with IRC Section 422 or options
which are not intended to be ISO's ("non-qualified  options"). Upon grant of the
option,  the Board will  determine the exercise  price,  which shall not be less
than the fair value of the Company's  common stock at the date of grant, and the
term, which shall not exceed 5 years.

         During the year ended December 31, 1999, 1,500,000 options were granted
under this plan, plus an additional 20,000 options, all of which had an exercise
price of $3.00  per  share.  The  options  were  granted  to  officers/directors
(760,000  options) and to consultants  (760,000  options).  All of these options
were fully vested at the grant date and expire in 2004.

     Incentive  Stock  Options  -  For  ISO's  issued  to  employees,  including
directors and officers,  the Company has adopted the disclosure-only  provisions
of Statement of Financial  Accounting Standards (SFAS) No. 123 - "Accounting for
Stock-Based  Compensation," and,  accordingly,  does not recognize  compensation
cost for stock option grants under fixed  awards.  If the Company had elected to
recognize  compensation  cost based on the fair value of the options  granted at
grant date as  prescribed  by SFAS No. 123,  net loss and loss per share for the
year ended December 31, 1999 would have increased as follows:

     Net income (loss) - as reported ............  $   (484,800)
     Net income (loss) - pro forma ..............  $ (1,199,800)
     Income (loss) per share - as reported ......  $      (.049)
     Income (loss) per share - pro forma ........  $      (.120)

     The weighted  average  fair value of the options  granted in the year ended
December  31, 1999 was $.99 per share.  The fair value of each  option  grant is
estimated  on the date of grant  using the  Black-Scholes  option-pricing  model
based on the following weighted-average assumptions:

      Expected dividend yield ..............................  0%
      Expected stock price volatility ......................  50%
      Risk-free interest rate ..............................  4.8%
      Expected life of options .............................  3 years

     Non-Qualified  Options - The  non-qualified  options  issued to consultants
have been recorded as compensation expense, in accordance with the provisions of
SFAS  No.  123,  utilizing  the  Black-Scholes  option  pricing  model  and  the
assumptions  outlined above.  Total consulting expense recognized on the 760,000
options issued during 1999 amounted to $701,000.

                                       10
<PAGE>

NOTE 7. - INCOME TAXES

     The Company recognizes  deferred taxes using the asset and liability method
and recognizes  future tax benefits  measured by enacted tax rates attributed to
deductible   temporary   differences   and  available  net  operating  tax  loss
carryforwards  to the extent that  realization  of such  benefits is more likely
than not. The deferred tax asset  recognized  at December 31, 1999 is the result
of available net operating loss carryforwards and timing differences relating to
the  deductibility  of  consulting   expenses  recorded  upon  the  issuance  of
non-qualified stock options. At December 31, 1999, the Company had net operating
loss  carryforwards  of approximately  $107,000,  which expire through 2014. The
income tax expense as of December 31, 1998, represents a current tax expense.

NOTE 8. - FOURTH QUARTER ADJUSTMENTS

     During  the year  ended  December  31,  1999,  the  Company  recognized  an
adjustment  in the fourth  quarter  relating to the  issuance  of stock  options
granted to consultants for the Company in the first quarter of 1999. The options
were subsequently  deemed to be non-qualified  options requiring the recognition
of consulting expense equal to the fair value of the stock options granted. (see
Note 6). The  adjustment  was to decrease  income by  $421,000,  net of deferred
income taxes of $280,000.  In addition,  the Company  recorded a deferred income
tax  asset/benefit in the fourth quarter of 1999 amounting to $43,000 related to
available net  operating  loss  carryforwards.  The portion of this benefit that
related  to the first and  second  quarters  of 1999  amounted  to  $12,000  and
$31,000, respectively.

NOTE 9. - SUBSEQUENT EVENT

     Subsequent to December 31, 1999,  the Company  entered into an agreement to
issue up to 500,000 units of equity instruments in a private placement offering.
Each unit will  generate  $2.50 and will  consist of one share of the  Company's
common  stock and one warrant to purchase a share of common  stock at a price of
$4.00 per share.  The warrants  vest  immediately  and expire two years from the
date of grant. As of the date of this report 200,000 units had been sold raising
capital of $500,000.

                                       11
<PAGE>

SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

(Registrant)             dot com Entertainment Group, Inc.

By:                      /s/ Scott White
                         ---------------------------------
                         President and Chief Executive Officer

Date                     March 30, 2000

By:                      /s/ Andre Kern
                         ---------------------------------
                         Controller and Principal Accounting Officer

Date                     March 30, 2000


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.

By    /s/ Scott White            President, Chief Executive Officer and Director
      ------------------------
Date  March 30, 2000


By    /s/ Ken Lusk               Chairman and Director
      ------------------------
Date  March 30, 2000


By                               VP Technology and Director
      ------------------------
Date  March _, 2000


By    /s/ George White           Director
      ------------------------
Date  March 30, 2000


By    /s/ John Reilly            Director
      ------------------------
Date  March 30, 2000