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, 2000 were $1,803,298.

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 9, 2001 computed by reference to the
close price as at March 9, 2001 of $1.00 of the registrants Common Stock
as quoted on the OTC Bulletin Board service on such date, was approximately
$6,966,000.

As at March 9, 2001, there were 10,730,000 shares of the issuer's common stock outstanding.

Transitional Small Business Disclosure Format (check one)

Yes    No X

PART 1

This annual report contains forward-looking statements that involve substantial
risks and uncertainties. Any statement in this annual report and in the
documents incorporated by reference into this annual report that is not a
statement of an historical fact constitutes a forward-looking statement within the meaning of the Private
Securities Litigation Reform Act of 1995.  Further, when we use the words may, expect,
anticipate, plan, believe, seek,
estimate and similar words, we intend to identify statements and
expressions that may be forward-looking statements. We believe it is important
to communicate certain of our expectations to our investors. Forward-looking
statements are not guarantees of future performance. They involve risks,
uncertainties and assumptions that could cause dot coms future results to
differ materially from those expressed in any forward-looking statements. Many
factors are beyond our ability to control or predict. You are accordingly
cautioned not to place undue reliance on such forward-looking statements. We
have no obligation or intent to update publicly any forward-looking statements
whether in response to new information, future events or otherwise. Important
factors that may cause our actual results to differ from such forward-looking
statements include, but are not limited to, the risk factors discussed below
under OTHER FACTORS THAT MAY AFFECT FUTURE RESULTS,
BUSINESS and Item 6 MANAGEMENTS DISCUSSION AND
ANALYSIS OR PLAN OF OPERATION and elsewhere in this annual report
generally. You should be aware that the matters described under "GOVERNMENT LICENSING AND REGULATION"
and "OTHER FACTORS THAT MAY AFFECT FUTURE RESULTS" in this annual report, could have a material adverse effect on our
business, financial condition and results of operation.

ITEM 1.   DESCRIPTION OF BUSINESS

A.  GENERAL DEVELOPMENT OF BUSINESS.

Corporate History

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.

Significant Events During Past Fiscal Year

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

dot com develops a suite of Internet Casino software games using JAVA and Flash technology.

dot com completes a private placement offering in the amount of $500,000.

dot com expands the number of licensees of its Internet Bingo software from one in January 2000 to 6 by
year-end 2000.

dot com commences the license of its Internet Casino technology, ending the year with 2 licensees. The
development of the Internet Casino technology was completed in the first quarter
of fiscal 2001.

As at the date of this report, the Company has licensed its software to a total of 10 Internet Bingo
Halls and 8 Internet Casinos.

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.`

OVERVIEW

dot com develops and licenses Internet gaming software to licensees who are located in jurisdictions
where Internet gaming is lawful or tolerated. The Company also sells
supplementary technical support, e-digital and marketing services in addition to
general consulting and related services to its licensees.

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 state-of-the-art software technologies, including game management tools for easy site maintenance and
efficient business administration; and

(iii)   assist licensees with the growth of their businesses through the re-engineering and development of new technologies in support
of Internet gaming applications.

The Companys strategic focus is to increase the number of Internet gaming licensees who use
its software technology, while also increasing the number of Internet games and
services available to each licensee. Throughout FY2000, dot com continued to
focus its software development on the creation and improvement of Internet-based
Bingo technologies. The Company determined that retaining first mover status in
the development of technologies supporting the emerging Internet Bingo community
would allow it to facilitate immediate demand among its licensees for other dot
com Internet technologies. As the demand for these products emerged from present
and future licensees in early FY2000, dot com expanded its software offerings to
include a full suite of Internet Casino products, which could be delivered to
clients using a common software platform with its Internet Bingo technology.

dot coms gaming software is licensed through its wholly owned Antigua-based licensing
subsidiary, dot com Antigua Ltd. (Antiguaco). Antiguaco has a cost
sharing arrangement with dot com and together the companies provide licensees
with a fully-installed gaming system, which is delivered pursuant to the terms
of each license agreement.

In exchange for its Internet gaming technologies and technical support services, dot com receives a
percentage of the licensees revenues, in addition to an up front
installation fee which is generally paid prior to the commencement of the
license term. Additional revenue streams result from add-on services, such as
supplementary support and maintenance, software upgrades and enhancements,
e-digital and marketing services, customer support and management consulting
services.

In addition to the license of technology to the on-line gaming sector, dot com is actively pursuing
strategic relationships with land-based operators and not for profit
organizations, who will make use of the Companys e-gaming technology as
content for their web-sites and potential cross-convergence with land-based
operations.

PRODUCTS AND SERVICES

dot com develops and provides its software products, technical support services, e-digital services
and related consulting services to independent licensees who operate their
businesses from jurisdictions where Internet gaming is lawful or tolerated. The
Company is also actively pursuing relationships with other businesses, which can
use its gaming technology for entertainment purposes.

To its licensees, dot com provides:



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

* 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

* Analysis of player retention and other player data, including win/loss, game preferences and player
activities in general

* Administration and 7/24 technical support services

* E-digital services including, customization of websites, development of management and marketing systems and processes

* Customization and systems integration

* Market consulting
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

DOT COM BINGO

dot coms initial Internet Bingo technology was created to capitalize on the growing demand for
Internet-based online Bingo by providing internet bingo players a pleasurable, interactive,
electronic version of the classic Bingo Hall-style game.

The Companys Internet Bingo technology provides a full multi-media interface including chat and
dynamic graphics. The Companys Windows-based game requires a download or
installation on a computer, allowing for play on a Windows
operating system.

In October of 2000, dot com released version 5.0 of its Internet Bingo technology, which employed multiple
platform technologies, including Java and Flash. Each version is fully
integrated, maintaining a consistent look and feel across each platform and
providing Internet Bingo players with the flexibility to choose the platform
that best suits their computer, bandwidth or desktop situation.

dot coms Bingo technology provides the option to run multiple Bingo games, which can be
configured quickly using the CompanyGame Buildertechnology. This
allows licensees to design games to run a variety of Bingo formats including
tournament, progressive, and perpetual play modes. The Companys technology
provides customized Bingo allowing for the use of a variety of Bingo announcers,
callers, patterns, backgrounds and graphics, all supplied pursuant to the terms
of the license agreement. Special customization is available upon request to
align with a licensees overall brand strategy.

dot com also provides a variety of Bingo-related products to assist in the building of online Bingo
communities. These games include fixed patterns, slots, keno, video poker,
scratch and lottery-style games, which are available to licensees on a
case-by-case basis.

DOT COM CASINO GAMES

dot coms Casino games include products that are available in Java and Flash platforms. The
Companys Java games utilize the Java programming language to provide
easily accessible online games for use by the Companys licensees. The
cross-platform nature of Java makes it possible to play these games on all major
operating systems, online, with virtually no downloading required. The games are
simplified to optimize loading times. dot com currently has a variety of Java
Casino Games including Videopoker, Blackjack, Slots, Caribbean Poker, Craps and
Roulette, with additional Java games projected to be released during the 2001
fiscal year.

The Companys Flash games utilize the Flash programming language, which also provides easily
accessible online games for use by the Companys licensees. The
cross-platform nature of Flash also makes it possible to play these games on all
major operating systems, online, with virtually no downloading required. The
games are simplified to optimize loading times. dot com currently has a variety
of Flash games, which include Lottery-style games, Slots, Pull-Tabs,
Scratch-and-Win, Rapid Bingo, and Keno, with additional products in development.

In FY2001 and beyond dot com plans to introduce new games which will provide licensees with a variety of games in a variety of
technologies.

DOT COM LICENSEES

Antiguaco licenses dot coms integrated technology systems to a growing list of licensees. dot com
and its affiliates earn an installation and implementation fee for providing an
installed, integrated business operation.  dot com receives a continuing percentage of the licensees revenues (the
Royalty), which will vary depending on the terms of the license
agreement.  dot com also derives revenue from its provision of technical support,
software upgrades and enhancements, e-digital and related services. In
jurisdictions where an Internet gaming license is required, the licensee must
obtain such a license from the jurisdiction where domiciled.

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. After the Companys initial
installation of the software, dot com will provide technical support to the
licensee, on terms set out in a support and maintenance agreement. Licensees are
not obligated to enter into a support and maintenance agreement, with each
arrangement dependent on the licensees requirements. Should any licensee
become delinquent in the payment of any fee or Royalty to dot com, the Company
has the legal and technological ability to remotely shutdown the
licensees website(s).

At the end of FY2000, dot com had 6 licensees, with licensees operating or intending to operate their
businesses in a variety of countries, including Antigua and Costa Rica. On or
prior to the date of this report, dot com had completed a total of 12 license
agreements, providing for the deployment of 10 Internet Bingo Halls and 8
Internet Casinos. On the date of this report, there were additional license
agreements in the negotiation stage.

It is anticipated that the majority of dot coms future revenue and earnings growth will come from
installation and implementation fees, support and maintenance fees, fees
associated with providing additional e-digital services to licensees, and
Royalty income.

The Royalty is calculated based on a percentage interest in licensee revenue, and will vary depending on
the technology licensed, the caliber of the licensee, the licensees
projected growth and the scope of the technology and support services purchased
from the Company. The Companys Internet Bingo technology Royalty is
calculated based on the Licensees' sales. The Companys Internet Casino technology (this
technology can include dot coms Internet Bingo technology) Royalty is
also calculated based on the Licensees' sales.

The Companys primary cost associated with generating continuing license income is continued software
development, e-digital enhancement, software maintenance, client development,
sales and marketing costs.

DOT COM ANTIGUA LTD.

Antiguaco is based in St. Johns, Antigua, and is in the business of licensing dot coms
integrated Internet gaming systems to independent parties who want to operate
pay-for-play Internet Casinos or Bingo Halls. The services provided by Antiguaco
and/or dot com are provided pursuant to the terms of each license agreement.

Antiguaco is dot coms licensing subsidiary and presently has no full-time employees. Services provided
to licensees are provided by dot com, in accordance with a cost sharing
agreement between the parties. dot com provides licensees with services in exchange for implementation fees and the Royalty,
providing the Company with the opportunity to spread gaming development and
operating costs among multiple licensees.

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 the development of online Bingo software and more recently
online Casino gaming systems and related e-digital and management consulting
services.

dot com's key strategic objectives are:



| | (i)  to maintain its position as a leading developer of Internet Bingo technologies;

(ii)  to establish a leading position as a developer of Internet Casino technologies;

(iii)  to become a leader in the provision of e-digital services to the Internet gaming industry in general;

(iv)  to expand the availability of its products and services geographically to other attractive markets through
relationships with quality licensees and third parties; 

(v)  to provide its products and services to land-based gaming and entertainment operators; and

(vi)  to 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
technologies.  These new programs are 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 and would provide dot com with additional revenue.
As the licensee continues to offer fresh content to its players and player
activity grows, the result is increased Royalty, e-digital, support and
maintenance revenue 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 provides its existing and
future licensees with new Flash and Java games in order to assist licensees
increase efficiencies and market share.

dot com intends to capitalize on its technological lead in Bingo and its early market entry to, through
the licensing of its software, 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.

The Company has achieved a technological lead and first mover status in Internet Bingo through the
successful deployment of its proprietary Bingo software. Using this lead, dot
com developed a full suite of Internet Casino products and services, which are
now being licensed to Internet Casino operators, either with Bingo or as a
stand-alone product. The Company intends to attract licensees from other
Internet software companies by providing state-of-the-art Internet Casino
technologies that are strategically priced. Because the Company has developed
its Bingo and Casino technologies using one platform, the licensing of these
distinctively different products can be achieved more easily. dot com will
continue to maintain a strong commitment to 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 continues to recruit additional marketing
professionals to assist in achieving its sales goals. The Company is also
pursuing strategic partnerships with individuals and organizations in land-based
Bingo and other industries, who add value to the Company in terms of client,
product and technology development.

dot coms marketing strategy is built on the development of traditional and online advertising
campaigns for its licensees. Leveraging existing traditional 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 assist its licensees generate this awareness through
several media strategies, including traditional, online and direct response
media.

Traditional media including consumer magazines, industry specific programs and commercial advertising
may be used with the assistance of specialists in marketing and promotion.  Licensees may use page dominant advertising for their products,
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, and the expansion of the online Bingo and
Casino categories. The data-based nature of the business provides the technology
to allow 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 may assist its licensees to secure effective banner and other advertising on widely used search
engines and on web-sites and land-based complementary businesses which offer
strategic advantage to the target audience. This will not only drive awareness
and traffic to licensee sites, but, will build dot coms brand as a quality
licensor of Internet gaming technology.

dot com is developing associations with other software providers to develop synergies with providers who do not
currently possess the technologies offered by dot com. The Company is also
exploring relationships with land-based operators who can make use of the
Companys internet technologies in a free-play environment, which will
build additional corporate branding.

The Company will continue to use the direct response medium to inform prospects about the features and
benefits of dot coms products.

dot com will continue to develop relationships with web-sites in different countries where the future use of
free-play Bingo and related games will generate goodwill for the Company and demand for its
technology by viewers.

COMPETITIVE ENVIRONMENT

dot com experiences competition from the following five market segments:

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

There are currently several competitors engaged in the licensing of Internet gaming software including Access
Gaming Systems, Bet and Chat, Global Entertainment, iCrystal Inc., iGlobeMedia,
Innoco, Max Skyweb, Microgaming, OddsOn Inc., Q-Seven Systems, Radiate Software,
Random Logic, Realtime Gaming, Starnet Systems, World Net Gaming, Chartwell
Technology, Inc., First Multimedia Group, GamblingSoftware.com, Cryptologic,
Inc., Boss Media AB, Net Entertainment, Unified Gaming and other private and
public companies. Notwithstanding the above, there are relatively few companies
who have focused on the on line Internet Bingo market, which creates an
advantage for dot com in this market niche.

The Internet gaming and wagering industry is becoming increasingly competitive. With relatively low
barriers to entry, new competitors are entering segments such as development and
licensing of Casino games, sports betting software, pari-mutuel wagering, and
lottery and Bingo products.

In each of these segments, there currently exist several major competitors. Because many of these
competitors focus on delivering Internet Casino and Sportsbook products, as
opposed to focusing on Internet Bingo, the Company believes that it still has
competitive advantage in the Internet Bingo category.

dot com expects the number of companies offering products and services directed at supporting Internet
Bingo and Casino technologies to increase. As such the Company expects to
compete directly with these companies, as well as other established companies
that may enter the Internet gaming industry. Many of dot coms current and
potential competitors have far greater resources than the Company.

RESEARCH AND PRODUCT DEVELOPMENT

New product development will continue to be a primary focus for dot com in FY 2001. As the traditional
Casino and Bingo gaming markets converge with similar interactive online gaming
markets, new games or versions of old games that redefine the online gaming
market will emerge. dot com intends to help define this convergence by
developing new inventories of different types, styles and themes of games,
focusing on different demographic and niche markets in order to penetrate a
larger user base.

Different revenue models may also be explored, as the Company intends to consider developing games for use in the Charitable and not
for profit sectors.

Fiscal 2000 allocations to research and development amounted to $298,000 ($99,000 - 1999), which
comprised approximately 16.5% (16% in 1999) of total revenues.

For the FY2001, the Company plans to spend approximately 12% of expected revenues on development of new software
products and services.

NUMBER OF EMPLOYEES

At the end of FY2000, the Company had 20 employees and 9 full-time or near full time management
consultants. At March 9, 2001, the Company has 18 employees, and 10 full-time or
near full time management consultants. The Companys five key officers are
employed through consulting contracts. 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 Antiguaco, has begun preparation of a patent application to protect the
uniqueness of its Internet gaming technologies.

dot com, through its subsidiary Precyse, has filed an application in both
Canada and the United States for CYBERBINGO without any design elements. The
reason for this is to protect the words themselves separate and apart from the
manner in which they may be used. The Canadian application was filed on June 25,
1998 as Application No. 882,381. The United States application was filed on May
5, 2000 and received Serial No. 76/042,330. The wares set out in the application
are as follows:



| | Computer software for use in playing bingo on a computer/entertainment services namely
conducting on-line bingo games.
| | ----------------------------------------------------------------------------------------------------------------------



Both applications are pending. With respect to the Canadian application, a rejection was received from the
Examiner that the mark was considered to be clearly descriptive and therefore
not registerable pursuant to Section 12(1)(b) of the Trade Marks Act. The Company filed a response to this rejection on November 20, 2000 and is
currently awaiting further contact from the Examiner. With respect to the United
States, the Company has received a First Office Action that indicates that the mark was considered to be
descriptive and that a response is due by May 15, 2001. The Company is working to produce material to overcome the rejection.

Through its subsidiary Precyse, dot com has also applied to register its trademark WHERE THE
WORLD PLAYS BINGO. This application has been filed in Canada (Application No. 1,053,984 with a filing date of April
6, 2000) and in the United States (Application No. 76/030,943 with a filing date
of April 19, 2000). The wares set out in the application are as follows:



| | Downloadable computer software for use in playing the game of bingo on a computer.
| | ----------------------------------------------------------------------------------



The Company is currently awaiting a response from the Canadian and United States
Patent and Trademark Offices.

Through its subsidiary Precyse, dot com has also applied to register its trademark Cyberbingo & B4 design.  The
Company has obtained Canadian Trademark Registration No. 1,010,446 for this trademark.  To obtain the registration, the
Company filed the disclaimer to the exclusive use of the word "cyber" and "bingo" apart from the trademark.  The
corresponding United States Application (Application No. 75/737,372) was abandoned.

dot com has applied to register its trademark "e" for dot com Entertainment Group, Inc. The application has been
filed in Canada (Application No. 1,076,014 with a filing date of September 21, 2000) and in the United States (Application No.
76/140,545 with a filing date of October 4, 2000).  The wares which are set out in the application are as follows:



| | Computer software for allowing a user to play interactive games over the internet,
computer software allowing an operator to host and manage interactive games over
the internet; computer software for use in managing and administering on-line
transactions.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Both applications are currently pending. The Company is awaiting First Office Actions from the Canadian and
United States Trade Mark Offices on these applications.

GOVERNMENT REGULATION

Regulatory Environment

To the best of the Company's knowledge, all licensees operate their interactive Casinos and Bingo Halls from jurisdictions where
Internet gaming is regulated or tolerated.  All licensees provide a representation to the effect that 'the Licensee will assume responsibility
for determining the legality of using the Software, including, without limitation, accepting wagers in
whichever jurisdictions they choose to market to and receive wagers from' in their license agreements with
dot com.

As has been the case for several years, a significant debate exists whether the laws of any country other
than the country where the computer gaming servers are physically located have
jurisdiction over the operations of a dot com licensee. In addition, a
significant debate exists whether the laws of any country other than the country
where the computer gaming servers are physically located have jurisdiction over
the operations of Antiguaco, which perform the licensing function for dot com.
Many of the Company's licensees believe that they are not subject to the laws of any country
other than the laws of the country where they are licensed or alternatively
operate their business. As a result, they accept customers from any country,
without regard to the laws of the country where the customer is located,
including the United States and Canada.

Some licensees may not directly accept wagers from residents of some countries and may implement
procedures that prevent customers from entering the game or collecting on
winnings from wagers from the residents of such countries. While such
procedures, as with most precautions, may be able to be circumvented, the
Company requires that licensees operate their businesses in accordance with the
laws of the jurisdiction in which they are located. It is in the Licensees
discretion to determine from which jurisdictions its players will play from, and
not the Companys or Antiguacos.

Historically, gaming activities have been subject to extensive statutory and regulatory control by
government authorities, and have been very dependent and likely significantly
affected by any changes in the political climate and economic and regulatory
policies of the countries where gaming facilities are located. These changes may
impact the operations of the Company in a materially adverse way. Various laws
and regulations could have a direct and material effect on the business, and
indirectly could have a material effect on the demand for software of dot
com.

Most countries and jurisdictions within countries have laws or regulations restricting gaming
activities. For example, in the United States, the Federal Interstate Wire Act
contains provisions which make it a crime for anyone in the business of gaming
to use an interstate or international wire communication line to make wagers or
to transmit information assisting in the placing of wagers, except, with respect
to transmitting information, the wagering is legal in the jurisdictions from
which and into which the transmission is made. Other United States laws
impacting gaming activities include The Interstate Horse Racing Act, the
Interstate Wagering Paraphernalia Act, the Travel Act and the Organized Crime
Control Act.

The Company believes that its activities and the activities of its subsidiaries do not violate or are not
subject to such laws and regulations. However, because there is very little
clear statutory and case law authority, this conclusion is not free from doubt.
The Company faces the risk of either civil or criminal proceedings brought by
governmental or private litigants who disagree with the Companys
interpretation of laws and regulations. Because there is little guiding
authority, there is a risk that the Company could lose such lawsuits or actions
and be subject to significant damages or civil or criminal penalties and fines.
Such proceedings could also involve substantial litigation expense, diversion of
the attention of key executives, injunctions or other prohibitions being invoked
against the Company, its licensees and its subsidiaries. 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.

Several countries, most notably law enforcement agencies in the United
States, believe that the laws of their country restrict, and in some instances prohibit, interactive
gaming operators from doing business with residents of their countries and, in
some instances, prohibit or restrict residents of their respective countries
from doing business with interactive gaming operators located in a foreign
country. The Department of Justice of the United States of America has taken the
position that the federal criminal laws of the United States do, in fact,
address interactive gaming operators that accept wagers from residents of the
United States. They have taken this position on previously pending legislation
and they have also pursued various criminal prosecutions.

For example, of several indictments issued at the request of the United States Attorney for the Southern
District of New York, the one case that went to trial involved Jay Cohen, an
owner of World Sports Exchange, a licensed gaming operator in Antigua. On
February 28, 2000 the jury in the Federal District Court case found Jay Cohen
guilty of violating United States federal law (18 U.S.C. Section 1084), a
federal statute that purports to make it illegal for a betting or wagering
business to use a wire communication facility to transmit bets or wagers in
interstate or foreign commerce. Several of the counts for which Mr. Cohen was
found guilty solely involved his Internet operations. The decision is on appeal.

There has been an effort in the United States to prohibit certain types of interactive gaming. Senator Jon
Kyl of the United States Senate introduced a revised proposal intended to
prohibit and criminalize Internet gambling. This Bill passed the Senate on
November 11, 1999 but did not become law in 1999 or 2000. There can be no
assurance whether any such bill will become law but it is anticipated that it
will be re-introduced again in 2001. This Bill, S. 692, contains exceptions that
exempt certain types of wagering by gambling businesses. On October 21, 1999,
Representative Goodlatte introduced a bill in the House of Representatives (H.R.
3125) with similar language to the Kyl bill. H.R. 3125 was voted on by the House
of Representatives on July 17, 2000 under suspension of the rules, which limited
debate and required a two-thirds vote for passage. The vote failed to achieve
the necessary two-thirds vote required for passage. However, it was supported by
over sixty percent (60%) of those voting. Supporters of the Bill continue to try
to bring the Bill up for a vote where only a simple majority would be required.
It is impossible to predict the outcome of the legislation. If passed in its
current form, this federal legislation would prohibit wagering over the Internet
by gambling businesses, with exceptions for certain forms of gaming.

The Company believes that if such laws were found to be applicable to its business, the business of its
affiliates or the activities of its licensees, such laws would have a material
adverse effect on the Companys business, revenues, operating results and
financial condition. If it was determined that such law was applicable to the
activities of licensees and affiliates of the Company, the licensees may have to
change the types of wagering provided to residents of the United States. This
would impact their current operations and there may be a delay in offering
acceptable wagering products to such customers. There would be no assurance that
the wagering products offered to such customers would be as profitable to the
licensees or to affiliates of the Company as the wagering products currently
offered to such customers by the Licensees.

H.R. 4419, a Bill introduced in May 2000 in the House of Representatives, is titled the Internet
Gambling Funding Prohibition Act. In the form introduced, this Bill would
prohibit any gambling business from accepting any financial instrument (defined
as any check, wire, credit card charge or any other transaction facilitated by a
financial institution) for the purpose of Internet gaming. At a Banking
Committee hearing on June 28, 2000, the Bill passed out of Committee with
amendments that largely removed the international reach of the Bill and also
added exceptions to the prohibitions for pari-mutuel and lottery. It was
referred to the House Judiciary Committee for consideration. In its normal
course, the Committee would consider the Bill and, if passed, it would go to the
House floor for a vote, and, if passed on the floor, it would be sent to the
Senate for consideration. If passed in its current form, the legislation 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.

Other Factors that May Affect Future Results

You should be aware that the factors described in this section, under Government Licensing and Regulation
and elsewhere in this annual report generally, could have a material adverse
effect on the Company's business, financial condition and results of operation.

THE COMPANY COULD REQUIRE FINANCING WHICH MAY NOT BE AVAILABLE.

In the event that the Company desires to expand quickly, it would be required to use a substantial
amount of its assets to fund operations. There can be no assurance, that the
Company possesses sufficient assets for these purposes, and therefore, as is
true for other companies contemplating significant growth, dot com may require
additional debt or equity financing. Such additional financing may not be available, may not be available on terms acceptable to the Company,
and if available, may result in substantial dilution of the equity interests of existing shareholders. If additional
financing is not available, the Company would reduce its expansion plans to the
point where it has and will likely continue to have sufficient cash flow and
expense flexibility to fund operations as they exist today.

THE COMPANY FACES SIGNIFICANT INCREASED COMPETITION.

The Internet entertainment industry involves rapid technological change and is characterized by intense and
substantial competition. Many of the companies, both domestic and foreign, with
which the Company competes are well established, substantially larger and
have substantially greater resources. As new competitors emerge, the Company
will have to compete with other companies that may have greater market
recognition, greater resources and/or broader distribution capabilities.
Increased competition by existing and future competitors could materially and
adversely affect the Companys business, financial condition and results of
operations.

THE COMPANY HAS A LIMITED OPERATING HISTORY, THEREFORE THERE IS A DEGREE OF UNCERTAINTY WHETHER ITS
BUSINESS PLANS WILL BE SUCCESSFUL.

Although dot com has reached profitability, it is an early development company and has only a limited
history of operations. To extent that the Company implements its business plan,
its business will be subject to all of the problems, expenses, delays and risks
inherent in a new business enterprise, including, without limitation, limited
capital, delays in program development, possible cost overruns, uncertain market
acceptance and a limited operating history.

THE GAMING INDUSTRY IS A VOLATILE INDUSTRY.

The gaming industry is a volatile industry, which is sensitive to economic conditions. When economic
conditions are prosperous, gaming industry revenues increase; conversely, when
economic conditions are unfavourable, gaming industry revenues decline. Any
significant decline in general corporate conditions or the economy that affect
consumer spending could have a material adverse affect on the Companys
business, financial condition and results of operations.

THE COMPANY DEPENDS ON KEY PERSONNEL.

The loss of key personnel could have a material adverse effect on the business
of the Company, including its financial condition and results of operations.  Although the Company maintains key person life insurance on some of its key employees, it may not be
able to secure or maintain key person life insurance on all of its key
personnel.  In addition, the Companys future operating results depend in
part upon its ability to attract and retain other qualified key personnel for
its operations. Competition for such personnel is intense, and there can be no
assurance that the Company will be successful in attracting these personnel. The
failure to attract or retain such persons could materially adversely affect dot
coms business, financial condition and results of operations.

DOT COM'S SOFTWARE AND/OR COMPUTER NETWORK INFRASTRUCTURE MAY FAIL.

The performance of the Companys software is critical to its reputation and to achieving market
acceptance. Any system failure, including network, software or hardware failure
that causes interruption or an increase in response time of its services will
reduce the attractiveness of the Companys services to its clients. An
increase in the volume of usage of online services could also strain the
capacity of the software or the hardware employed, which could lead to system
failures, thereby adversely affecting the Companys revenues. The
occurrence of technical failure, whether caused by dot coms software or
not, could result in interruptions, delays or cessation in service to users,
which will have a material adverse affect on the Companys business,
financial condition and results of operations.

A large portion of dot coms computer network infrastructure is located at a leased facility in Oakville,
Ontario. The Companys systems and operations are vulnerable to damage or
interruption from fire, flood, power loss, telecommunications failure, Internet
breakdowns, break-ins, and similar events. While dot com does have redundant
facilities through a secondary system employed by its telecommunication
provider, in the event of an emergency, these systems could also fail. Services
based on sophisticated software and computer systems often encounter development
delays and the underlying software may contain undetected errors that could
cause system failures when introduced.

dot coms licensees are also dependent upon search engines, web browsers, Internet service providers
and other online service providers to provide Internet users access to its web
site. Players may experience difficulties accessing or using licensee web sites
due to system failures or delays unrelated to the Companys systems. It is
unlikely that any of dot coms licensees carry business interruption
insurance to compensate them or dot com for lost Royalties in the event of these
types of losses.

DOT COM'S FUTURE GROWTH DEPENDS ON CONTINUED GROWTH IN THE USE OF THE INTERNET.

The Companys future success is substantially dependent upon continued growth in the use of the
Internet and, as it relates to the Companys business, in the acceptance
and volume of commercial transactions on the Internet. There can be no assurance
that the number of Internet users will continue to grow or that commerce over
the Internet will become more widespread. The Internet may not prove to be a
viable commercial marketplace for a number of reasons, including lack of
acceptable security technologies, lack of access and ease of use, congestion of
traffic, inconsistent quality of service and lack of availability of
cost-effective, high-speed service, potentially inadequate development of the
necessary infrastructure, excessive governmental regulation, uncertainty
regarding intellectual property ownership or timely development and
commercialization of performance improvements, including high speed modems. dot
coms success also depends upon, among other things, the continued
development and maintenance of a viable Internet infrastructure to support the
continued growth in the use of the Internet. The maintenance and improvement of
this infrastructure will require timely development of products, such as
high-speed modems and communications equipment, to continue to provide reliable
Internet access and improved content. The current Internet infrastructure may
not be able to support an increased number of users or the increased bandwidth
requirements of users and, as such, the performance or reliability of the
Internet may be adversely affected. Furthermore, the Internet has experienced
certain outages and delays as a result of damage to portions of its
infrastructure. Similar outages and delays in the future could adversely affect
the level of traffic on licensee web sites. The effectiveness of the Internet
may decline due to delays in the development or adoption of new standards and
next-generation Internet protocols designed to support increased levels of
activity. There can be no assurance that the infrastructure or products or
services necessary to ensure the continued expansion of the Internet will be
developed, or that the Internet will become a viable commercial medium. If the
necessary infrastructure, standards, protocols, products, services or facilities
are not developed, or if the Internet does not become a viable commercial
medium, the Companys results of operations and financial condition could
be materially and adversely affected. Even if such infrastructure, standards or
protocols or complementary products, services or facilities are developed, there
can be no assurance that dot com will not be required to incur substantial
expenditures in order to adapt its services to changing or emerging
technologies, which could have a material adverse effect on the Companys
business, results of operations and financial condition. Moreover, it is
anticipated that additional domain levels may be created (such as
.zip). To the extent additional domain levels are added, their
existence may greatly increase the level of competition for the Companys
licensees.

THE MARKET FOR INTERNET SERVICES IS IN A STATE OF RAPID TECHNOLOGICAL
CHANGE AND THE COMPANY MAY NOT BE ABLE TO KEEP UP.

The market for Internet services is characterized by rapid technological developments, frequent new
product introductions and evolving industry standards. The emerging character of
these products and services and their rapid evolution will require the Company
to effectively use leading technologies, continue to develop its technological
expertise, enhance its current services and continue to improve the performance,
features and reliability of its web sites. Changes in network infrastructure,
transmission and content delivery methods and underlying software platforms and
the emergence of new broadband technologies, such as DSL and cable modems, could
dramatically change the structure and competitive dynamic of the market. In
particular, technological developments or strategic partnerships that accelerate
the adoption of broadband access technologies may require the Company to expend
resources to address these developments. There can be no assurance that dot com
will be successful in responding quickly, cost effectively and sufficiently to
these or other such developments. In addition, the widespread adoption of new
Internet technologies or standards could require substantial expenditures to
modify or adapt the Companys web sites. A failure to respond rapidly to
technological developments could have a material adverse effect on the
Companys business, results of operations and financial condition.

DOT COM MUST CONTINUE TO IMPROVE AND EXPAND ITS SKILLS AND PERSONNEL, BUT MAY NOT BE ABLE TO DO SO.

In order to expand its business operations, the Company must continue to improve and expand the
expertise of its personnel and must attract, train and manage qualified managers
and employees to oversee and manage its contemplated expanded operations. There
can be no assurance that dot com will be able to manage effectively the
expansion of its operations or that its current personnel, systems, procedures
and controls will be adequate to support operations. Any failure of management
to manage effectively the Companys growth could have a material adverse
effect on dot coms business, results of operations and financial
conditions. Although management intends to ensure that its internal controls
remain adequate to meet the demands of further growth, there can be no assurance
that its systems, controls or personnel will be sufficient to meet these
demands. Inadequacies in these areas could have a material adverse effect on the
Companys business, financial condition and results of operations.

THE COMPANY HAS LIMITED INTELLECTUAL PROPERTY PROTECTION AND COMPETITORS MAY BE ABLE TO APPROPRIATE ITS
TECHNOLOGY.

dot com regards its trade secrets and similar intellectual property as critical to its success. In that
context, the Company will rely on a combination of copyright and trademark laws,
trade secret protection, confidentiality and non-disclosure agreements and
contractual provisions. There is no guarantee that these efforts will be
adequate; that the Company will be able to secure trademark registrations for
all of its marks in the United States or other countries; or that third parties
will not infringe upon or misappropriate its copyrights, trademarks, service
marks and similar proprietary rights. In addition, effective copyright and
trademark protection may be unenforceable or limited in certain countries, and
the global nature of the Internet makes it impossible to control the ultimate
jurisdiction of the Companys Licensee web sites. Since trademark and copyright
protections are not self-enforcing, future litigation may be
necessary to enforce and protect dot coms secrets, copyrights and other
intellectual property rights. dot com may also be subject to litigation to
defend against claims of infringement of the rights of others or to determine
the scope and validity of the intellectual property rights of others. Such
litigation could result in substantial costs. An adverse outcome could require
the Company to cease using such intellectual property. Further, licensees may
appropriate or reverse engineer dot coms Internet technologies, and offer
them for sale as a competitor. Any litigation regarding propriety rights could
be costly, unavailable or unenforceable and it will divert managements
attention, result in the loss of certain of the Companys proprietary
rights and/or competitive advantage. As a violation of dot coms
proprietary rights could prevent the Company from selling its services, it may
have a material adverse effect on dot coms business, results of operations
and financial condition.

DOT COM'S SYSTEM FACES ONLINE SECURITY RISKS.

dot coms networks and software technologies may be vulnerable to unauthorized access, computer viruses
and other disruptive problems. A party that is able to circumvent security
measures could misappropriate proprietary information and, perhaps at least as
critically, cause interruptions in licensee operations or the operations of the
Company. Other software and Internet companies have in the past experienced, or
may in the future experience, interruptions in service as a result of the
accidental or intentional actions of Internet users, current and former
employees or others. dot com may be required to expend significant capital or
other resources to protect against the threat of security breaches or to
alleviate problems caused by such breaches. There can be no assurance that any
measures implemented will not be circumvented in the future. Eliminating
computer viruses and alleviating other security problems may require
interruptions, delays or cessation of service to clients accessing the licensee
web sites, which could have a material adverse effect on Company business,
results of operations and financial condition.

THE COMPANY MAY BE HELD LIABLE FOR THE CONTENT OF ITS WEB SITES.

As a distributor of Internet content, dot com faces potential liability for negligence, copyright,
patent, trademark infringement, defamation, disparagement and other claims based
on the nature and content of the materials that it transmits. Such claims have
been brought, and sometimes successfully pressed, against Internet content
distributors.

The Company may not have the resources to secure adequate insurance to cover such potential claims of
this type or such insurance if available may not be adequate to indemnify the
Company for all liability that may be imposed. In addition, although dot com
generally requires its content providers to indemnify the Company for such
liability, such indemnification may be inadequate or unenforceable. Any imposition
of liability that is not covered by insurance, is in excess of insurance
coverage or is not covered by an indemnification by a content provider could
have a material adverse effect on the Companys business, results of
operations and financial condition.

THE TRADING MARKET FOR DOT COM'S STOCK IS ILLIQUID.

The shares of dot coms common stock are quoted on the National Association of Securities
Dealers Over-The-Counter Bulletin Board (OTC Bulletin Board).
This quotation system generally supports companies that do not meet the listing
requirements of the NASDAQ Market or the U.S. exchanges. As a result, investors may find it
more difficult to dispose of or to obtain accurate quotations of the
Companys common stock. In addition, quotations on the OTC Bulletin Board
depend on the willingness of broker-dealers to make a market for the stock.
There can be no assurance that dot coms common stock will continue to be
quoted on the OTC Bulletin Board or that there will continue to be a market for
such stock.

THE COMPANY MAY BE SUBJECT TO PRODUCT LIABILITY CLAIMS, AND IT LACKS PRODUCT LIABILITY INSURANCE.

dot com faces substantial risk of exposure to product liability claims in the event that the products it
develops and licenses contain errors, bugs or defects.  dot com does not currently have product liability insurance, and there can be no
assurance that insurance coverage will be available in the future on
commercially reasonable terms, or at all. Further, there can be no assurance
that such insurance, if obtained, will be adequate to cover potential product
liability claims, or that a loss of insurance coverage or the assertion of a
product liability claim or claims would not materially adversely affect the
Companys business, financial condition and results of operations.

DOT COM MAY BE SUBJECT TO REGULATION OF INTERNET GAMING.

dot com and its Licensees are subject to applicable laws in the jurisdictions in which they are located.
As companies and consumers involved in Internet gaming are located around the
globe, including the end-users of dot coms systems, there is uncertainty
regarding exactly which governments have jurisdiction or authority to regulate
or legislate with respect to various aspects of the industry. The uncertainty
surrounding the regulation of Internet gaming could have a material adverse
effect on dot coms business, revenues, operating results and financial
condition.

In addition, legislation designated to restrict or prohibit Internet gaming may be adopted in the future
in the United States or other jurisdictions. Also, existing legislation around
the world, including the United States and individual state statutes, could be
construed to prohibit or restrict gaming through the use of the Internet and
there is a risk governmental authorities may view dot coms systems or the
Company as having violated such statutes. There is a risk that criminal and
civil proceedings could be initiated in such jurisdictions against dot
com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 dot
com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 develops further, it
may generally be the subject of government regulation. Also, current laws that
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 dot coms business, revenues,
operating results and financial condition.

DOT COM'S LICENSEES MAY WITHHOLD PAYMENT OR BECOME INSOLVENT WITHOUT LEGAL RECOURSE.

dot coms licensees are constituted in jurisdictions where it may not be possible to collect Royalty
income or enforce its license agreements effectively. Because licensees do not
provide a performance bond, it is possible that some of the Companys
licensees will become insolvent or judgment-proof. The uncertainty surrounding
the collection of Royalty payments or other amounts owed to the Company could
have a material adverse effect on dot coms business, revenues, operating
results and financial condition.

ITEM 2.   DESCRIPTION OF PROPERTY

At December 31, 2000, the Company maintained its executive office at 150 Randall Street, Suites 202 and
203 in Oakville, Ontario. These premises are shared with its wholly-owned
subsidiary, Precyse, and are leased pursuant to a lease agreement valid for five
(5) years, ending in 2005, with a five (5) year renewal option. The lease
obligation was approximately $38,000 for fiscal 2000, which only included Suite
203, increasing to approximately $83,000 in 2005.

The Companys 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 2001. 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

There are no legal proceedings that management believes are of a material nature.

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, 2000               $4.00          $1.38
June 30, 2000                $2.19          $0.625
September 30, 2000           $1.96          $0.59
December 31, 2000            $1.50          $0.34

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's shares only began trading in
February of 1999.

As at December 31, 2000, the Company has granted options to employees, officers, directors and
consultants to purchase up to 2,590,000 shares, at exercise prices ranging from
$0.75 to $3.00 per share. Such options were granted pursuant to an exemption
from registration under the Securities Act of 1933 pursuant to Rule 701.

On March 24, 2000, the company finalized a private equity financing to investors outside of the United
States. 200,000 units were sold at a price of $2.50 per unit with each unit
consisting of one common share and one non-transferable warrant, for total
proceeds of $500,000. The warrant entitles 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. The related costs of the financing were $45,000.
The offer and sale of the Units was 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, 2000 was 41.

DIVIDENDS

No dividends have been declared or paid on the Company's common stock and the Company has no plans to pay dividends for the
foreseeable future.

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

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 installation fees and
royalties from the use of its software. Additionally, dot com generates revenue
by providing licensees with technical support, maintenance, software upgrades,
e-digital and systems consulting services.

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 to independent third parties
located in jurisdictions where Internet gaming is regulated or tolerated.

The Company operated without revenue until May 1998. Since that time, dot com has experienced
continual revenue growth through the assessment of royalties and fees associated
with the installation, support and maintenance of its software.

The United States dollar is the principal currency of the Company and accordingly the financial
statements of the Company are expressed in United States dollars.  The Company derives all of its revenues in
United States dollars.  Some of the Company's expenses are incurred in Canadian dollars and these expenses
are translated at the exchange rates on the transaction dates.  The average exchange rate to translate Canadian dollars
to United States dollars was 0.6733 in 2000 and 0.6730 in 1999.

The following tables set forth selected information from the statements of operations for the years ended
December 31, 2000 and 1999 and the balance sheets as at December 31, 2000 and
1999.

SELECTED STATEMENT OF OPERATIONS INFORMATION

`Year Ended
                                                       ----------
                                                      December 31,
                                                    2000         1999
                                                    ----         ----
Revenues                                        $1,803,298    $579,186
Operating expenses                               1,591,050   1,386,986
Net income (loss)                                  133,716    (484,800)


SELECTED BALANCE SHEET INFORMATION
                                                       At December 31,
                                                    2000         1999
                                                    ----         ----
Current assets                                  $1,135,744     $382,638
Current liabilities                                361,025      231,217
Shareholders' equity                             1,081,137      474,421`

RESULTS OF OPERATIONS

Revenues increased to $1,803,298 for the year ended December 31, 2000 from $579,186 for the year ended
December 31, 1999. The growth in revenues resulted primarily from significantly
higher royalties and support and maintenance charges. The royalty revenue
increased to $1,464,798 in 2000 from $368,443 in 1999 reflecting the increased
activity of the Companys licensees. Support and maintenance revenue was
$321,500 for the year ended December 31, 2000 resulting from significant
upgrades and e-digital service sales, along with ongoing maintenance, including
the development and delivery of marketing and promotional programs. In fiscal
1999 the Company earned $210,000 of support and maintenance revenues. In 2000,
the Company earned $17,000 of installation fees related to the licensing of its
Bingo software. There was no installation fee revenue in 1999. During fiscal 2000,
97.6% (100.0% - 1999) of the Company's revenue was provided by one customer.  The loss of this
customer or its bankruptcy could have a material negative impact on the Company's revenues and profit.
This customer also represents 94% of the trade accounts receivable at December 31, 2000.  If the
customer became insolvent and could not pay the balances owing to the Company, it would have a significant impact
on the cash flows and profitability of the Company.

The Company had six licensees at December 31, 2000, of which two were operational. As at March
9, 2001 the Company has entered into six additional license agreements that
will further diversify the Companys concentration of revenue in 2001. The
new licensees will provide installation fee and royalty revenues. There will
also be the opportunity to secure additional revenues from e-digital services
and support and maintenance. Through the sale of free gaming technologies, the
Company plans to secure other sources of revenue for fiscal 2001 and the future.

Operating expenses increased to $1,591,050 for the year ended December 31, 2000 from $1,386,986 for
the year ended 1999. Included in the 1999 expenses was $701,000 of equity
compensation for consultants. In 2000, the Company incurred only $18,000 of
equity compensation. Without the equity compensation, operating expenses for
2000 were $1,573,050, which compares to $685,986 in 1999. The increased
operating expenses, not including the equity compensation, reflect the
significantly higher level of activity at the Company. During fiscal 1999, the
Company had smaller operations, resulting in significantly lower expense levels.
Marketing expenses were $269,929 for fiscal 2000 compared to $183,971 (not
including the $701,000 equity compensation discussed above) for fiscal 1999. In
2000 the Company added staff to its e-digital and sales groups, and incurred
expenses in promoting the Company and its products where, in 1999, there were
less significant marketing initiatives undertaken. Development expenses grew to
$588,996 in 2000 from $269,044 in 1999. 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 $732,125 in 2000 from
$232,971 in 1999. The increase resulted
partially from the increased corporate activity and the incurrence of associated
professional and regulatory expenses. The Company also added additional staff
including new senior management, additional leased office space and incurred the
related expenses associated with the higher level of activity of the Company
which were expenses not incurred during 1999.

The Company earned net income of $133,716 in 2000 compared to a net loss
of $484,800 in 1999. The improvement in earnings in 2000 resulted primarily from
the Companys increased revenues, which outpaced its increase in expenses.
In 2000, the Company had two licensees for most of the year, where, in 1999
there was only one licensee. The revenues derived from the licensee that the
Company had in 1999 represented 97.6% of the Companys fiscal 2000 total
revenues.

LIQUIDITY AND CAPITAL RESOURCES

At December 31, 2000 the Company had cash and cash equivalents of $655,409 as compared with $51,707 at
December 31, 1999.

At December 31, 2000 the Company had working capital of approximately $774,719 as compared with
approximately $151,421 at December 31, 1999. The increase reflects the higher
level of cash and cash equivalents and the net increase in receivables balances
over accounts payable, both of which are higher than at December 1999 due to the
heightened level of activity of the Company.

At December 31, 2000, total
assets increased to $1,442,162 from $705,638 at December 31, 1999. The increase
is due primarily to the increased cash and cash equivalents. Trade
accounts receivable were $464,061 at December 31, 2000 compared to $254,471 at
December 31, 1999. The increase in accounts receivable represents the heightened
level of activity of the Companys licensees, resulting from higher royalty
and support revenues. Also contributing to the increase in assets was the
purchase of $52,661 of office furniture and equipment in 2000, net of $6,243 of
depreciation. The Company did not have any fixed assets in 1999. The deferred
tax asset was reduced to $260,000 in 2000 from $323,000 in 1999 resulting from
the utilization of operating loss carryforwards in fiscal 2000. The $260,000
deferred tax balance at December 31, 2000 represents $138,000 related to net
operating loss carry-forwards and $122,000 related to timing differences
relating to the future deductibility of consulting expenses recorded upon the
issuance of non-qualified stock options in 1999.   If current taxable income levels are
maintained in the near future, which management anticipates, realization of the deferred tax
asset is reasonably assured.

Total liabilities increased
to $361,025 at December 31, 2000 from $231,217 at December 31, 1999. This
increase is due to the heightened level of business activity of dot com in the
current year.

The Company generated cash and cash equivalents of $201,363 from operating activities in fiscal 2000. This
compares to a use of cash from operating activities of $(197,647) in 1999. The
increase comes primarily from the improvement in profitability. Also
contributing to the improvement was the receipt by the Company of $164,167 from
new licensees who provided up-front payments for the installation of the
Companys software which was recorded as deferred revenue in 2000. This deferred revenue will be recognized into income
beginning in 2001.

In March 2000 dot com received proceeds of approximately $455,000, net of related costs of $45,000
through the sale of units pursuant to a private placement made in accordance
with Regulation S of the Securities Act. Most of these funds have been invested
in money market funds since March 2000.

The Company intends to continue its growth in 2001 and beyond. Management believes that the Company
will have sufficient resources to support this growth through continued revenue
improvements, the collection of its trade accounts receivable in the ordinary
course of business and by continuing to monitor its expenses in light of the
cash resources of the Company. As noted above in the section of this Form
10KSB entitled "Other Factors that May Affect Future Results", there can be no assurance that management's plans can be met.

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.

YEAR 2000 RISKS

In FY2000, 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 the Companys hardware and software systems are operating after the Rollover Date without disruption, there
can be no assurance that all systems will continue to 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

During the fourth quarter of fiscal 2000 the Company filed a Form 8-K regarding a change in the
Companys certifying accountant. On November 1, 2000, the Company was
notified that Freed Maxick Sachs & Murphy, PC had merged with McGladrey
& Pullen, LLP and that Freed Maxick Sachs & Murphy, PC would no longer
be the auditor for the Registrant. McGladrey & Pullen, LLP was appointed as
the Registrants new auditor.

PART III.

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



The directors and executive officers of the Company are as follows:

`Period Served
Name               Age      Position                              as Director
-----              ---      --------                             -------------
Ken Lusk           52       Director and Chairman             02/1999 to Present

Scott White        38       Director, President               02/1999 to Present
                            & CEO

George White       67       Director                          02/1999 to Present

Perry Malone       38       Director                          02/1999 to Present
                            and Chief Technology Officer

Ted Colivas        40       VP Operations

Andre Kern         38       Chief Financial Officer

Glenn Scott        34       Director of
                            Business Development

Howard Rubinoff    43       Secretary and General Counsel

John Reilly        41       Director                          02/1999 to Present

Frank Ricciuti     59       Vice-Chairman, VP Investor
                            Relations and Director            07/2000 to Present`

Kenneth R. Lusk is a Professional Chartered Accountant in the
Province of Ontario and possesses a bachelor of commerce degree from Queens
University in Kingston. Since 1999, Mr. Lusk has been a principal of a company
that provides real estate asset management services to a major Canadian pension fund.  From 1991 to 1999,
Mr. Lusk was a management consultant with major North American real estate developers and major Federal
Crown corporations including the Canadian Broadcasting Corporation and Canada
Post. 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 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 (1990-2000),
as a director with Vista International Petroleums Ltd. (1993-1996)
and as a corporate secretary with Nova Continental Development Corporation
(1994-1997).

George S. White has 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 listed for trading on the Toronto
Stock Exchange.

Perry 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 Chief
Technology Officer since February 1999, in which position he is still
incumbent.

Ted 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 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.  In the twelve years
that Mr. Kern has been a Chartered Accountant he has primarily worked with public companies for which he has provided expertise in
finance and treasury, public Company affairs, acquisitions and disposals, and business operations.

Glenn 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 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 has, since 2000, served as the Vice President of Global
Equities for RBC Dominion Securities at its Toronto, Ontario Office. Prior to
that from 1988-2000, he served at 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.

Frank Ricciuti was from 1996 to 2000 a senior executive with a Canadian-based international holding company with investments in both manufacturing and aerospace. His responsibilities were
primarily related to corporate development and all matters relating to the financial and investment community. Additionally, Mr.
Ricciuti was a member of the board of directors of the parent company and of two of its investment holdings. Prior to that, from 1991 to 1996 Mr.
Ricciuti was a senior executive and board member of a Canadian investment firm with overall responsibility for institutional sales,
trading, and research. He brings international business experience and the ability to help grow the company and provide advice and
input resulting in enhanced shareholder value. Mr. Ricciuti is a graduate of Ryerson University in Toronto and he holds an
engineering degree from Michigan Technological University. Mr. Ricciuti also has a Masters of Business Administration degree from
York University in Toronto, Ontario.



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.



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) 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, 2000, all filing requirements applicable to its officers,
directors and greater than ten percent beneficial owners were complied with.

ITEM 10.  EXECUTIVE COMPENSATION.



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, 2000, 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
-----------------------------------------------------------------------


Name and                                      Securities      All Other
Principal             Year       Salary       Underlying    Compensation
Position               ($)         ($)        Option/SARs      (US$)
---------             ----       ------       -----------   -------------

Scott White           2000       $70,000        100,000        $8,922
President and
Chief Executive
Officer
                      1999        $5,000        100,000        37,500

                      1998         -0-            -0-            -0-

Perry Malone          2000      $120,000         75,000         5,394
Chief Technology
Officer
                      1999         $98,500       100,000       25,000

                      1998           -0-           -0-           -0-


                      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    Expiration
   Name          Granted(#)   in Fiscal Year    Price($/Sh)     Date
   ----         ------------  --------------    -----------  ----------
Scott White       100,000         9.8%             $0.75    July 10, 2005
Perry Malone       75,000         7.4%             $0.75    July 10, 2005`

`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
                  Shares                    at FY-End(#)   at FY-End($)
                Acquired on     Value       Exercisable/   Exercisable/
     Name       Exercise (#)  Realized($)   Unexercisable  Unexercisable
     ----       ------------  -----------   -------------  -------------
  Scott White       -0-          -0-           200,000/0        0/0
  Perry Malone      -0-          -0-           175,000/0        0/0`



With the exception of Scott White, Perry Malone and Frank Riccuiti, the members of the Companys Board of Directors are
paid a $500 fee for each meeting. Directors are reimbursed for actual expenses
incurred in attending Board meetings.



The Company is obligated under consulting agreements with entities controlled by Messrs. White and Malone and with certain
other officers, which expire through 2003 and have an unlimited automatic renewal option for one
to two year terms unless terminated by the Company or the consultant. The agreements provide for minimum aggregate annual payments
of $570,000 in 2001, $540,000 in 2002 and $360,000 in 2003. The agreements have
a buyout provision that requires a stated payment to the consultants in the
event there is a more than 50% change in ownership of the Company and the
agreements are terminated as a result. Consulting expense under these agreements
for the year ended December 31, 2000 amounted to $346,344 ($231,500 - 1999). As
of December 31, 2000, $75,805 ($63,416 - 1999) is still outstanding under these
agreements. This amount is expected to be paid during 2001.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table below sets forth information, as of December 31, 2000, 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(2)

Ken Lusk                           1,153,000                 8.7%
Scott White                        1,112,000                 8.3%
Perry Malone                       1,087,000                 8.2%
Ted Colivas                        1,087,000                 8.2%
Glenn Scott                          175,000                 1.3%
Howard Rubinoff                      150,000                 1.1%
George White                         125,000                 0.9%
John Reilly                          125,000                 0.9%
Andre Kern                           175,000                 1.3%
Frank Riccuiti                       150,000                 1.1%

All officers and
directors as a group
ten persons)                    5,339,000                  40.1%`



| | (1)  All persons have an address c/o the Company, 300 Delaware Ave., Buffalo, NY 14202.
(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.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Nothing reportable.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

`(a)    Financial Statements (included below):

       Independent Auditors reports

       Consolidated Balance Sheets - December 31, 2000 and 1999

       Consolidated Statements of Operations - December 31, 2000 and 1999

       Consolidated Statement of changes in Stockholders' Equity - Years ended
       December 31, 2000 and 1999

       Consolidated Statements of Cash Flows - December 31, 2000 and 1999

       Notes to Consolidated Financial Statements - December 31, 2000

(b)    Exhibits

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 Scott F. White Financial
      Limited dated January 1, 2000

10.3  Consulting Agreement between registrant and Pericom Systems Corporation
      dated January 1, 2000

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

21.1  Subsidiaries of Registrant

*  Previously filed and incorporated by reference herein.

(c)  REPORTS ON FORM 8-K

During the fourth quarter of fiscal 2000, dot com filed a Report on Form 8-K
regarding a change in dot com's auditors.`











`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`



To the Shareholders of
dot com Entertainment Group, Inc.

We have audited the  consolidated  balance  sheet of dot com  Entertainment
Group,  Inc.  and  subsidiaries as of December 31, 2000 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,  1999 were
audited by Freed Maxick Sachs & Murphy, P.C., independent accountants, whose directors merged with
McGladrey & Pullen, LLP on November 1, 2000.  Freed Maxick Sachs & Murphy, P.C.'s report
dated March 20, 2000, 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 the audit to obtain
reasonable  assurance about whether the financial statements are free of material  misstatement.  An audit includes examining,  on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audit  provides a  reasonable  basis for our
opinion.

In our opinion,  the 2000 consolidated financial statements referred to above present fairly, in
all material respects,  the financial position of dot com Entertainment Group, Inc. and subsidiaries as of
December 31, 2000, and the results of their operations and changes in
their cash flows for the year then ended in  accordance  with  generally  accepted
accounting principles.



Buffalo, New York
February 7, 2001



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.

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.



Buffalo, New York
March 20, 2000





`ASSETS                                                 2000          1999

Current assets:

 Cash and cash equivalents......................  $   655,409   $   51,707
 Accounts receivable:
  Trade ........................................      464,061      254,471
  Other ........................................       16,274       76,460
                                                   ----------    ---------
   Total current assets ........................    1,135,744      382,638

Fixed assets - net .............................       46,418            -

Deferred tax asset .............................      260,000      323,000
                                                   ----------    ---------
                                                  $ 1,442,162  $   705,638
                                                   ==========   ==========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
 Accounts payable and accrued expenses ......... $   105,521  $    164,401
 Accounts payable - officers ...................      75,805        63,416
 Deferred revenue ..............................     164,167             -
 Income taxes payable...........................      15,532         3,400
                                                   ---------    ----------
  Total current liabilities ....................     361,025       231,217

Stockholders' equity:
 Common stock, $.001 par value, 50,000,000
 shares authorized, 10,730,000 shares issued
 and outstanding (10,500,000 - 1999) ...........      10,730        10,500
 Additional paid in capital ....................   1,411,820       939,050
 Accumulated deficit ...........................    (341,413)     (475,129)
                                                   ---------     ---------
                                                   1,081,137       474,421
                                                   ---------     ---------
                                                 $ 1,442,162    $  705,638
                                                  ==========     =========`

See notes to financial statements.





`2000          1999


Revenues
 Royalties .............................. $ 1,464,798   $   368,443
 Support and maintenance ................     321,500       210,000
 Other ..................................      17,000           743
                                          -----------    ----------
                                            1,803,298       579,186
Expenses:
 General and administrative .............     732,125       232,971
 Research, software development and
  support services  .....................     588,996       269,044
 Marketing (including equity compensation
  of $701,000 in 1999 - see Note 6) .....     269,929       884,971
                                           ----------   -----------
                                            1,591,050     1,386,986
                                           ----------   -----------
Income (loss) before income tax
 (expense) benefit ......................     212,248      (807,800)

Income tax (expense) benefit ............     (78,532)      323,000
                                            ---------    ----------

Net income (loss) ....................... $   133,716   $  (484,800)
                                           ==========    ==========

Net income (loss) per share:
 Basic .................................. $      0.01  $       (.05)
                                           ==========    ===========
 Diluted................................. $      0.01  $       (.05)
                                           ==========    ===========

Weighted average number of common
shares outstanding:
 Basic ..................................  10,710,833      9,958,333
                                           ==========    ===========
 Diluted ................................  10,805,214      9,958,333
                                           ==========    ===========`

See notes to financial statements.





`Retained
                                                                     Additional       Earnings
                                            Common Stock              Paid-In      (Accumulated
                                       Shares           Amount        Capital         Deficit)      Total
                                       ------           ------        -------         -------       -----
Balance at January 1, 1999 ........  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 (Note 5)..     80,000              80       239,920               -      240,000

Stock options issued in exchange
for services (Note 6) .............          -               -       701,000               -      701,000

Net loss - 1999 ...................          -               -             -        (484,800)    (484,800)
                                    ----------          ------       -------         -------      -------
Balance at December 31, 1999        10,500,000          10,500       939,050        (475,129)     474,421

Issuance of common stock (Note 5)..    200,000             200       454,800               -      455,000

Issuance of common stock in exchange
 for services (Note 6) ............     30,000              30         2,970               -        3,000

Issuance of stock options in exchange
 for services (Note 6) ............          -               -        15,000               -       15,000

Net income - 2000 ...................        -               -             -         133,716      133,716
                                    ----------         -------       -------         -------      -------
Balance at December 31, 2000        10,730,000         $10,730    $1,411,820       $(341,413)  $1,081,137
                                    ==========         =======    ==========       =========   ==========`

See notes to financial statements.





`2000        1999


Cash flows from operating activities:
  Net income (loss) ..................................... $ 133,716  $ (484,800)
  Adjustments to reconcile net income (loss)
  to net cash and cash equivalents provided
  by (used in) operations:
   Common stock and stock options issued for services....    18,000     701,000
   Depreciation .........................................     6,243           -
   Deferred income tax expense (benefit) ................    63,000    (323,000)
   Changes in non-cash working capital items:
   Accounts receivable ..................................  (149,404)   (318,664)
   Accounts payable and accrued expenses ................   (58,880)    164,401
   Accounts payable - officers ..........................    12,389      63,416
   Deferred revenue .....................................   164,167           -
   Income taxes payable .................................    12,132           -
                                                           ---------    --------
  Net cash and cash equivalents provided by
  (used in) operating activities ........................   201,363    (197,647)

Cash flows from investing activities:
  Purchases of fixed assets                                 (52,661)          -
                                                           ---------    --------
    Net cash and cash equivalents
     used in  investing activities                          (52,661)          -

Cash flows from financing activities:
  Proceeds from issuance of common stock ..............     455,000     248,420
  Repayment of shareholder loan .......................           -      (2,485)
                                                           ---------   --------
    Net cash and cash equivalents provided
    by financing activities ...........................     455,000     245,935
                                                           ---------   --------
Net increase in cash and cash equivalents .............     603,702      48,288

Cash and cash equivalents, beginning of year ..........       51,707      3,419
                                                           ---------   --------
Cash and cash equivalents, end of year ................   $  655,409   $ 51,707
                                                           =========    =======
Supplemental cash flow activities:
  Income taxes paid ...................................   $    3,400   $      -
                                                           =========    =======`

See notes to financial statements.

NOTE 1. - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation - The consolidated financial statements include the
accounts of dot com Entertainment Group, Inc. (dot com) and its wholly owned
subsidiaries, Precyse Corporation (Precyse), dot com Antigua Ltd. (Antigua), and
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, entertainment and related software. The software
is marketed worldwide out of the Companys Oakville, Ontario, Canada
office.

Foreign Currency Translation - The United States dollar is the principal currency
of the Companys business and accordingly these financial statements are
expressed in United States dollars. All transactions in currencies other than
the United States dollar during the year are translated at the exchange rates on
the transaction dates. The gain or loss resulting from the change as of the
transaction date and date of payment is included in general and administrative
expenses. Monetary assets and liabilities denominated in a foreign currency are
translated at the prevailing rates of exchange at the balance sheet date.
Translation adjustments have not been significant through December 31, 2000.

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.

Reclassifications  - Certain  amounts  and  related  disclosures  in the 1999
financial statements have been reclassified to conform with the 2000 financial statement presentations.

Cash Equivalents - Money market funds have been considered cash
equivalents in the accompanying financial statements.

Fixed Assets - Fixed assets are recorded at cost. Depreciation is
charged to operations over the five year estimated useful lives of the assets
using the straight-line method. Depreciation for the year ended December 31,
2000 amounted to $6,243. All fixed assets are located in Canada.

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 - The Companys revenue recognition policies are in
compliance with all applicable accounting regulations, including American
Institute of Certified Public Accountants (AICPA) Statement of Position (SOP)
97-2, Software Revenue Recognition, and SOP 98-9, Modification of SOP 97-2, With
Respect to Certain Transactions. The Company generates several types of revenue
in its operations. Royalty fees are collected from licensees, who license the
Companys Internet entertainment software. Royalty revenue is recognized as
licensees earn revenues from providing Internet services to their customers.
Support, maintenance and advertising revenue is recognized when the service has
been provided. Installation fees are recognized when the Company has delivered,
installed and integrated its software at the licensees place of operation
and collection is assured. Revenue attributable to undelivered elements,
including technical support and future upgrades, is based on the average sales
price of those elements and is recognized ratably on a straight-line basis over
the license term. If the average sales price of the undelivered item is not
readily determinable the entire payment received in advance is deferred and
recognized ratably on a straight-line basis over the license term. Deposits
received from customers prior to revenue recognition are classified as deferred
revenue in the accompanying balance sheet.

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. There are
970,000 stock options outstanding as of December 31, 2000, issued in July 2000,
with an exercise price of $.75, which were considered dilutive and included in
the calculation of fully diluted earnings per share as of December 31, 2000.
There are 1,820,000 outstanding stock options and warrants with exercise prices
ranging from $2.50 to $4.00 whose assumed exercise would have been anti-dilutive
and have not been considered common stock equivalents.

Research and Software Development Costs- Software development costs are
accounted for in accordance with Statement of Financial Accounting Standards
(SFAS) 86, Accounting for the Costs of Computer Software to Be Sold, Leased, or
Otherwise Marketed. All costs incurred to establish the technological
feasibility of a computer software product are expensed as incurred. Research
and development costs for the year ended December 31, 2000 amounted to
approximately $298,000 ($90,000 - 1999).

Advertising - The Company expenses advertising costs as incurred.
Advertising expense was $13,768 for the year ended December 31, 2000 ($2,462 - 1999).

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 software license
agreements with several customers although it only received revenues from two
customers in 2000. For fiscal 2000, the revenues derived from one of these two
customers represented 98% (100% - 1999) of the Companys total revenues and
94% (100% - 1999) of trade accounts receivable. The agreement with this customer
expires in December 2002 and is automatically renewable for additional one year
terms, unless terminated in writing. This customer is located in Antigua. 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 (loss) and
earnings per share for 2000 and 1999, as if the Com pany 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 are
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, 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 acquired Precyse as of January 1, 1999, would not
have been significantly different than the amounts reported.

NOTE 3. - FIXED ASSETS

Fixed assets consist of the following at December 31, 2000:

`Office furniture and equipment             $  52,661

         Less: accumulated depreciation                 6,243
                                                        -----
                                                    $  46,418
                                                       ======`

NOTE 4. - COMMITMENTS

A.  Lease Commitments



| | The Company utilizes certain computer equipment and facilities under operating
leases, which expire at various dates through 2006. Rent expense, under
operating leases, for the year ended December 31, 2000, was approximately
$38,000 ($16,500 - 1999).
     The approximate future minimum payments required under the Companys lease
commitments are as follows:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

`2001              $    102,000
         2002                   103,000
         2003                    85,000
         2004                    81,000
         2005                    48,000
         Thereafter              11,000
                                 ------
                           $    430,000
                                =======`

B.  Consulting Contracts



| | The Company is obligated under various consulting agreements with certain officers,
which expire through 2003 and have an unlimited automatic renewal option for one
to two year terms unless terminated by the Company or the officer. The consulting agreements represent the total compensation to
be paid to the officers for their services to the Company, and they are
categorized as common law employees for various Company sponsored benefit
programs. The agreements provide for minimum aggregate annual payments of
$570,000 in 2001; $540,000 in 2002 and $360,000 in 2003. The agreements have a
buyout provision that requires a stated payment to the consultants in the event
there is a more than 50% change in ownership of the Company and the agreements
are terminated as a result. Consulting expense under these agreements for the
year ended December 31, 2000 amounted to $346,344 ($231,500 - 1999). As of
December 31, 2000, $75,805 ($63,416 - 1999) is still outstanding under these
agreements. This amount is expected to be paid during 2001.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

NOTE 5. - STOCKHOLDERS EQUITY

In the first  quarter of fiscal 2000,  the Company  issued  200,000  units of equity instruments in a private placement offering. Each unit was sold for $2.50 and consisted 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. The proceeds from the sale of these
instruments amounted to approximately $455,000, which is net of related costs
amounting to $45,000. In addition, during the year ended December 31, 2000,
30,000 shares of the Companys common stock were issued as consideration
for services provided. These services were valued and recorded at $3,000.

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.

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 options to purchase shares of the Company are available on an
annual basis. During fiscal 2000, the plan was amended to provide that the total number of common
shares for which options may be granted annually under the plan shall be limited to 20% of the issued
and outstanding common shares of the Company.  These options 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, 2000, 1,070,000 options were granted under this
plan. 970,000 options had an exercise price of $0.75 per share and the remaining
100,000 options had an exercise price of $2.50 per share. The options were
granted to officers/directors/employees (1,020,000 options) and to consultants
(50,000 options). These options had various vesting periods that ranged from
vesting at the date of grant to vesting six months from the date of grant.

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 income (loss) and
income (loss) per share for the years ended December 31, 2000 and 1999 would
have been as follows:

`2000              1999


     Net income (loss) - as reported         $  133,716       $  (484,800)
     Net loss - pro forma                    $ (430,679)      $(1,199,800)

     Income (loss) per share - as reported   $     0.01       $      (.05)
     Loss per share - pro forma              $    (0.04)      $      (.12)`

| | The fair value of each option grant is estimated on the date of grant using the
Black-Schoeles option-pricing model based on the following weighted-average
assumptions:
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

`2000                1999

    Expected dividend yield                  0%                   0%
    Expected stock price volatility        100%                  50%
    Risk-free interest rate                6.2%                 4.8%
    Expected life of options             5 years              3 years`

The following is a summary of stock option activity under this plan for the past two
years:

`Number            Weighted
                                                  of Shares          Average
                                                 Under Option     Exercise Price
                                                 -------------------------------

       Outstanding at December 31, 1998               -          $      -
            Granted                                760,000            3.00
            Forfeited                                 -                 -
                                                 ---------
       Outstanding at December 31, 1999            760,000       $    3.00
            Granted                              1,020,000             .84
            Forfeited                                 -                 -
                                                 ---------
       Outstanding at December 31, 2000          1,780,000       $    1.76
                                                 =========            ====
       Exercisable at December 31, 2000          1,780,000       $    1.76
                                                 =========            ====`

The  weighted  average  fair value of options  granted  under this plan were $.58 and $.99 per share for the years  ended
December 31, 2000 and 1999, respectively.

Exercise  prices for options  outstanding at December 31, 2000 range from $.75 to $3.00 per share.  The weighted  average
remaining contractual life on the options outstanding at December 31, 2000 was 3.5 years.

Subsequent to December 31, 2000, an additional 972,500 options were granted under this plan.

Non-Qualified  Options - The 50,000  non-qualified  options issued to  consultants in 2000 were recorded as  compensation
expense,  in accordance with the provisions of SFAS No. 123,  utilizing the fair market value for those  services.  Total
consulting  expense  recognized on the 50,000 options issued during 2000 amounted to $15,000.  The 760,000  non-qualified
options issued to consultants in 1999 were recorded as compensation  expense utilizing the Black-Schoeles  option pricing
model and  assumptions  outlined above.  Total  consulting  expense  recognized on the 760,000 options issued during 1999
amounted to $701,000.

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, 2000 and 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.  Realization  of the  deferred  tax asset is dependent  upon the Company
maintaining  current taxable income levels into the future  sufficient enough to utilize the tax attributes giving rise to the deferred
tax assets.  At December 31, 2000, the Company has net operating  loss  carryforwards  of  approximately  $293,000  available to offset
future taxable income ($457,000 - 1999), which expire in 2006.

The components of income from operations before income taxes is as follows:

`2000                 1999
  U.S.                   $ 106,124             $ (403,900)
  Foreign                  106,124               (403,900)
                           -------               ---------
                         $ 212,248             $ (807,800)
                           =======               =========`

The components of income tax (expense) benefit by taxing jurisdiction consists of the following:

`2000                1999

                  Current:
                           Federal       $ (15,532)       $    -
                           Foreign               -             -
                                           (15,532)            -
                  Deferred:
                           Federal         (15,000)         137,000
                           Foreign         (48,000)         186,000
                                           --------         -------
                                           (63,000)         323,000
                                           --------         -------
                                         $ (78,532)       $ 323,000
                                           ========         =======`

The net deferred tax asset consists of the following:

`2000               1999


    Non-qualified stock option compensation   $ 122,000         $  119,000

    Operating loss carryforwards                138,000            204,000
                                                -------            -------
                                              $ 260,000         $  323,000
                                                =======            =======`

The differences between the U.S. statutory federal income tax rate and the effective
income tax rate as reflected in the accompanying Consolidated Statements
of Operations are:

`2000                  1999


   Statutory federal rate                          35%                   35%
   Foreign income taxed at different rates          5                     5
   Surtax exemption and other                      (3)                    -
                                                  ----                   ---
                                                   37%                   40%
                                                   ==                    ==`

`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 28, 2001

By:                      /s/ Andre Kern
                         ---------------------------------
                         Chief Financial Officer

DATE                     MARCH 28, 2001`

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 28, 2001


By    /s/ Ken Lusk               Chairman and Director
      ------------------------
Date  March 28, 2001


By    /s/ Perry Malone           Chief Technology Officer and Director
      ------------------------
Date  March 28, 2001


By    /s/ George White           Director
      ------------------------
Date  March 28, 2001


By    /s/ John Reilly            Director
      ------------------------
Date  March 28, 2001


By    /s/ Frank Riccuiti         Director
      ------------------------
Date  March 28, 2001`



`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 Scott F. White Financial
      Limited dated January 1, 2000

10.3  Consulting Agreement between registrant and Pericom Systems Corporation
      dated January 1, 2000

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

21.1  Subsidiaries of Registrant

* Previously filed and incorporated by reference herein.`