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

                                   ----------

                                   FORM 10-KSB

|X|   ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934

                    For the fiscal year ended March 31, 2002

|_|   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934

             For the transition period from _________ to _________

                        Commission file number 000-27603

                                   i2corp.com
                 (Name of small business issuer in its charter)

                  Nevada                                   84-1423373
     (State or other jurisdiction of                   (I.R.S. Employer
      incorporation or organization)                  Identification No.)

       5392 S. Eastern Avenue, Building A- North
                    Las Vegas, Nevada                                 89119
(Address and telephone number of principal executive offices)       (Zip Code)

Issuer's telephone number: (702) 597-3331

Securities registered pursuant to Section 12(b) of the Act:  None

       Title of each class             Name of each exchange on which registered
__________________________________     _________________________________________

__________________________________     _________________________________________

Securities registered pursuant to Section 12(g) of the Act:

                    Common Stock, par value $.001 per share
                             (Title of each class)

--------------------------------------------------------------------------------
                              (Title of each class)

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

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

      State issuer's revenues for its most recent fiscal year: $120,135

      State the aggregate market value of voting stock held by non-affiliates
computed by reference to the price at which the common equity was sold, or the
average bid and asked price of such common equity, as of a specified date within
the past 60 days. $1,154,068.8 ($0.08 per share, as reported on the Nasdaq OTC
Bulletin Board on June 24, 2002)

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

      Common Stock, $.001 par value 37,500,000 shares as of June 24, 2002

                       DOCUMENTS INCORPORATED BY REFERENCE

      The information required by Part III of this Annual Report on Form 10-KSB
is incorporated by reference from the issuer's Proxy Statement on Schedule 14A
to be filed with the Securities and Exchange Commission not later than 120 days
after the end of the fiscal year covered by this report.

      Transitional Small Business Disclosure Format: Yes |_| No |X|


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                                TABLE OF CONTENTS

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PART I ........................................................................................................2

     ITEM 1.  Description of Business..........................................................................2

     ITEM 2.  Description of Property..........................................................................6

     ITEM 3.  Legal Proceedings................................................................................6

     ITEM 4.  Submission of Matters to a Vote of Security Holders..............................................6

PART II .......................................................................................................6

     ITEM 5.  Market for Common Equity and Related Stockholder Matters.........................................6

     ITEM 6.  Management's Discussion and Analysis of Financial Condition and Results of Operation.............7

     ITEM 7.  Financial Statements.............................................................................10

     ITEM 8.  Changes In and Disagreements With Accountants on Accounting and Financial Disclosure.............20

PART III ......................................................................................................20

     ITEM 9.  Directors, Executive Officers, Promoters and Control Persons; Compliance with
              Section 16(a) of the Exchange Act ...............................................................20

     ITEM 10. Executive Compensation...........................................................................20

     ITEM 11. Security Ownership of Certain Beneficial Owners and Management...................................20

     ITEM 12. Certain Relationships and Related Transactions...................................................20

     ITEM 13. Exhibits and Reports on Form 8-K.................................................................20
</TABLE>


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                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS.

      OVERVIEW

      Today, consumers identify Internet gambling as a manner in which to
emulate casino-style games, otherwise known as virtual gambling. Our patented
method of Remote Wagering(TM), on the other hand, requires the games and events
to be conducted live and in real time. Under this Remote Wagering(TM) method,
gamblers may wager with gaming and wagering operators worldwide that accept
wagers on live games and events (to include, but not limited to, horse racing,
soccer, bingo, or blackjack) from players located outside of the physical
facility utilizing electronic transactions. The Remote Wagering trade mark is
property of i2corp.com and may not be used without its permission.

      Through our wholly-owned subsidiary, Home Gambling Network, Inc. ("HGN"),
i2corp will only license use of the patent to operators that are licensed in
jurisdictions that are properly regulated by their respective governments. This
criterion is in place in order to protect the credibility of our licensees among
consumers and respective regulatory bodies. In addition to the licensing of its
Remote Wagering(TM) intellectual property, i2corp, through its wholly owned
subsidiary i2develop, is creating live game software platforms to be licensed in
conjunction with the Remote Wagering(TM) patent. These platforms will enable
operators to utilize i2corp as a single solution for all of its live Remote
Wagering(TM) needs. i2corp is also creating relationships with other entities
for technologies such as payment, CRM legacy integration, player authentication,
and geo-location.

      Using the HGN method, in combination with live wagering platforms to be
developed by our wholly-owned subsidiary, i2develop.com, name-brand casinos will
have the ability to deliver their live gambling entertainment experience from
their physical properties to players located remotely of the casino on the
internet or through other communications mediums. In addition to their existing
land based facility, operators will have the opportunity to create broadcast
facilities with real table games staffed by actual dealers and croupiers
dedicated to remote play. Sports betting facilities can accept remote wagers on
live events from players not physically located at the casino, sports book or
off-track betting ("OTB") facility. The on-line player will participate remotely
through the Internet (and/or any other communication medium), interacting with
the game through the use of their PC or other electronic device.

      Revenues generated from Internet-based broadcast facilities could be
substantial as this industry is in its infancy. Also, the start-up costs for
this type of gambling are a fraction of what it would cost to develop a Las
Vegas-style casino/hotel property. Furthermore, it is expected that player fraud
will be reduced because all live play will be recorded and archived and money
laundering concerns are minimized as all transactions are conducted
electronically creating an easily traced audit trail.

      HISTORY OF I2CORP.COM

      We were originally incorporated in the state of Utah on November 7, 1985,
under the name of International Hi-Tech Research Corporation ("Hi-Tech").
Hi-Tech was organized to manufacture and distribute small airplane parts. In
October 1991, Hi-Tech acquired Standard Aero Parts, Inc., a California
corporation. In December 1991, Hi-Tech merged into Standard Group International,
Inc. a California corporation ("Standard California") with Standard California
as the surviving corporation. On June 30, 1996, Standard California rescinded
the acquisition of Standard Aero Parts, Inc.

      On July 21, 1997, Standard California's wholly owned subsidiary, Standard
Group International, Inc., was incorporated in the state of Nevada ("Standard
Nevada"). Standard California merged with Standard Nevada on April 30, 1998,
solely to change its domicile from California to Nevada. Standard Nevada changed
its name to Entertainment 21, Inc. ("Entertainment") on May 20, 1998. On
November 18, 1998, Entertainment merged with PCG Media, Inc. with Entertainment
being the surviving corporation. PCG Media, Inc. was an investment management
company established to acquire and manage independent


                                     - 2 -
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media and entertainment properties. Pursuant to the Articles of Merger,
Entertainment changed its name to PCG Media, Inc. ("PCG") on November 18, 1998.
Subsequent to the merger, certain contracts failed to commence, and PCG ceased
commercial operations shortly after the merger.

      On February 10, 2000, HGN merged with PCG Sub, Inc., a Nevada corporation
and a wholly owned subsidiary of PCG formed for the purpose of this merger, with
HGN as the surviving corporation ("Reverse Acquisition"). Concurrent with the
Reverse Acquisition, PCG changed its name to i2corp.com. In addition to HGN, we
have two other wholly-owned subsidiaries. Our other wholly owned subsidiaries
are: (i) i2consult.com, a Nevada corporation that will provide services to our
licensees; and (ii) i2develop.com, a Nevada corporation that will develop and
market future technologies to licensees.

      HISTORY OF HOME GAMBLING NETWORK, INC.

      HGN was formed on August 2, 1995, for the purpose of managing, marketing
and licensing US Patent 5,800,268, which details the method for wagering on live
remote games and events utilizing electronic transactions (the "Patent"). The
Patent was issued to Melvin Molnick, current President of HGN and
Secretary/Treasurer of i2corp.com, on September 1, 1998. Mr. Molnick assigned
his rights under the Patent to HGN on October 22, 1998.

      Since formation, HGN has concentrated its resources on educating and
informing the gambling industry, regulatory agencies and policy makers around
the world about Remote Wagering(TM) and gambling. Such information has been
focused on any and all electronic means and technologies such as, but not
limited to TV, satellite and wireless gambling and our methods incorporating the
Patent.

      DESCRIPTION OF THE HGN PATENT

      The Patent was issued September 1, 1998. It has been reciprocated in and
was published in Europe in November 1999and is expected to issue in late 2002
(the "European Patent"). We have been advised that the scope of any issued
European Patent will include full protection in the United Kingdom, Austria,
Germany, the Netherlands, as well as all other European countries, their
territories and possessions. We also have corresponding patent applications
pending in Australia and Canada.

      Our US Patent is directed to three primary components:

            o     The game or event is live.

            o     The player is remote from where the game is taking place.

            o     Financial transactions are conducted electronically.

      The patent details a method in which a casino may broadcast a live game to
a player at a location remote from where the game is taking place and allow them
to play that game live and in real time and to have their winnings and losses
debited/credited electronically.

      SALES AND MARKETING

      We use various methods to promote our product including field visits to
potential customers, speaking engagements at industry functions, live product
demonstrations, advertising in trade journals, participation in trade shows and
a worldwide Internet presence. i2corp has developed and presented to New Jersey
regulators, US based casinos and investors a "Proof of Concept" live remote
blackjack demonstration. We believe that these live product demonstrations have
been extremely well received and, as a sales and marketing tool, will help
propel i2corp forward as we move to deliver live gaming platforms that
incorporate


                                     - 3 -
<PAGE>

the patent. In early 2002, i2corp commissioned Michael Pollock author of the
Gaming Industry Observer newsletter and principal of Pollock Gaming Resource
Group (PGRG) to study the effect live Remote Wagering(TM) would have on the
Atlantic City market. This report was released in April of 2002 and has
validated to the industry our contention that this method of wagering will
increase revenues, jobs and visitation to the land based facilities.

      Target Customers and Proposed Geographic Areas

      We intend to market our Patent to name brand, land-based wagering
entities, offshore Internet wagering entities, Native American Indian tribes and
foreign governments. Our initial marketing areas will be in the following
geographic target markets: United States, United Kingdom, Europe, Australia,
Canada and then to the emerging markets of Africa, South America, Central
America and Russia.

      Gambling Market Segments

      Our major market segments are as follows:

            o     Casino-style games to include but not limited to: black jack,
                  poker, bingo, roulette, craps and remote slot products.

            o     Pari-mutual wagering (horse and dog racing).

            o     Interactive sports wagering.

            o     Lottery

      LEGAL AND REGULATORY ENVIRONMENTS

      Internet gambling is capturing the attention of regulators, policy makers
and consumers worldwide. Due to an exponential increase in customer demand, the
main issues facing Internet gambling operators are legislation, taxation,
consumer protection and fraud detection. No single country is able to monitor
and control the growth of Internet gambling. The United States, for example, has
seen the introduction of regulation to attempt to curtail the use of the
Internet for wagering purposes on a yearly basis since the mid 1990's. However
not a single piece of Federal legislation has been passed that bans casino games
over the Internet to date.

      Despite the efforts of the Federal government, states such as Nevada,
California, New Jersey and Oregon have either passed legislation, subject to
various pre-conditions regarding compliance with state and federal laws, to
legalize this form of wagering or have introduced legislation demonstrating the
demand for this type of wagering by both the industry and the consumer. Other
countries, such as Australia, Norfolk Islands, UK, Holland, Gibraltar, Malta,
Belize, Antigua, Curacao and Dominica have passed legislation that permits
Internet gambling. These countries view Internet gambling as inevitable and
therefore believe that they can best protect consumers through regulation.

      TECHNOLOGY

      Technology is constantly advancing as we move forward and explore various
solutions that increase the performance and marketability of gaming platforms
that would incorporate the Patent.

      Broadband and interactive TV, both of which would deliver better video
quality, are making substantial in-roads into the marketplace in Europe and the
Americas. Technical advances are also being made with interactive geo-location,
GPS and player verification. These and other technologies with create a product
that we believe will be user friendly, entertaining and meet the requirements of
regulators.


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      The technology required from the player's perspective to benefit from our
method of wagering is virtually accessible to any person or marketplace.
Millions of consumers use or have access to high-speed data and voice
communications, satellite and cable television, or wireless devices. These types
of communication tools are needed for broadcasting live games and events.

      BARRIERS TO ENTRY

      The barrier to entry to operate an on-line wagering facility is relatively
low. The cost of establishing an Internet casino is a fraction of the cost to
develop a traditional bricks and mortar casino. Presently, the market is in a
state of flux with small-cap, first-to-market companies facing increased
competition from traditional name-brand operators such as MGM Mirage, Sun,
Stations Casinos and others.

      Through the licensing of the Patent, we are able to utilize the protection
afforded under the law for patent holders. As we are the only entity that can
issue a license for the HGN Patent, we are able to ensure that only qualified
operators will enter the marketplace with this product and offer our licensees a
step ahead of their unlicensed competition. In addition, we require that
licensees be licensed in a regulated jurisdiction before that entity can utilize
our method of gambling. We believe that this strategy will preserve for us the
opportunity to license our product in highly regulated jurisdictions such as
Nevada. As it is the nature of business to attempt to circumvent the rights of
others in an effort to be more competitive, we expect to continue incurring
legal fees to assert our rights under the patent worldwide until it as accepted
as the de facto standard and a minor cost of doing business by the industry.

      AGREEMENTS

      On May 23, 2000, we entered into a one-year license agreement with
CompuRace Inc. ("CompuRace"). In May, 2001, the license agreement expired and
the option to renew was not granted.

      On January 9, 2001, a master license agreement for the territory covered
by the pending European Patent was issued to Live2You, Ltd. of Gibraltar. The
license is an exclusive, five-year agreement covering all forms of gambling,
except for bingo. If minimum annual royalty criteria set forth in this agreement
are met, we could receive $120 million or more in royalties over the term of the
agreement. Management strongly believes that the licensee is capable of meeting
these criteria.

      On July 26, 2001, HGN entered into a Joint Marketing Agreement with AcSys
Biometrics of Atlanta. AcSys provides facial recognition technology that may
have an impact on the positive identification requirements of many gaming
jurisdictions that are currently offering or in the process of legalizing remote
gaming. The service is modeled after the ASP model and customers bear the cost
for verification.

      On October 30, 2001, HGN entered into a Letter of Intent to with Global
Cash Access for the development of and use of a GCA developed remote payment
system for remote wagering. We have continued to work with GCA to reach a final
agreement and management is optimistic that said final agreement will be
announced in the second half of 2002.

      On December 18, 2001, HGN entered into an agreement with Broadcasting
Concepts LLC of Nevis, West Indies, for a distributor/operator license to
operate an entertainment themed live Remote Wagering(TM) casino. Subsequently,
on January 8, 2002, i2corp executed a Consulting Agreement with Broadcasting
Concepts LLC as an additional service relating to its agreement with HGN. i2corp
provided industry expertise, research and assistance in its effort to debut its
entertainment themed live Remote Wagering(TM).

      EMPLOYEES

      As of June 15, 2002, we had 4 full-time employees engaged in management
and administration. We also periodically engage consultants to assist us in
various activities.


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ITEM 2. DESCRIPTION OF PROPERTY

      On March 15, 2000, we entered into a two (2) year lease for approximately
3,200 square feet of office space in Las Vegas, Nevada. On March 15, 2002 the
lease expired and we are now leasing on a month to month basis. The current
monthly payment for this facility is $4,500. During the fiscal year ending March
31, 2002, payments for this facility were $48,160. We also lease, on a
month-to-month basis, off-site facilities in Henderson, Nevada for storage. We
do not own any real estate.

ITEM 3. LEGAL PROCEEDINGS

      On July 2, 2001, HGN filed a lawsuit for patent infringement in United
States Federal Court, District of Nevada against Dr Ho.com, its owners,
management, officers, executives and related contributing infringing companies.
A counterclaim has been filed by Carribean Online Ltd. ("COL") for declaratory
relief, attorney's fees and litigation expenses. HGN also filed a motion for
preliminary injunction which was denied. Both HGN and COL have since filed
Markman briefs, in order for the court to construe the claims of the Patent.
Presently the case is in the initial stages of discovery. HGN has and will
continue to litigate the case vigorously. Although it is difficult to predict
with certainty what result will occur on the infringement issues, HGN is
confident in its ability to prevail in this action.

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

      There have been no matters submitted to a vote of security holders during
the quarter ended March 31, 2002.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      On February 18, 2000, our common stock began trading on the NASDAQ OTC
Bulletin Board under the symbol ITOO. From November 19, 1998 to February 17,
2000, our common stock traded on the NASDAQ OTC Bulletin Board under the symbol
PCGM. From June 8, 1998 to November 18, 1998, our common stock traded on the
NASDAQ OTC Bulletin Board under the symbol ENTM.

      The following table sets forth the high and low bid prices per share of
our common stock during the last two fiscal years for the quarters indicated.
These prices represent inter-dealer prices, without adjustment for retail
markup, markdown or commissions, and may not necessarily represent actual
transactions.

                  CALENDAR QUARTER ENDED              HIGH         LOW
          -----------------------------------       -------      -------
          March 31, 2002                            $0.0900      $0.0700
          December 31, 2002                         $0.1200      $0.1100
          September 30, 2001                        $0.1800      $0.1800
          June 30, 2001                             $0.5300      $0.4500
          March 31, 2001                            $0.4062      $0.1250
          December 31, 2000                         $1.3480      $0.1562
          September 30, 2000                        $2.5000      $1.1250
          June 30, 2000                             $4.3800      $1.3100

      As of June 24, 2002, we had approximately 125 stockholders of record,
excluding objecting beneficial owners whose shares are held in street name by
brokerage firms and other nominees who hold shares for multiple investors.


                                     - 6 -
<PAGE>

      Holders of common stock are entitled to receive dividends if, and when
declared by our Board of Directors out of funds legally available therefore,
subject to the dividend and liquidation rights of any preferred stock that may
be issued and outstanding. We have never declared or paid any dividends on our
common stock. We intend to retain any future earnings for use in the operation
and expansion of its business. Consequently, we do not anticipate paying any
cash dividends on our common stock to our stockholders for the foreseeable
future.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATION

      The following discussion should be read in conjunction with our financial
statements and the notes thereto.

      FORWARD LOOKING STATEMENTS

      Statements which are not historical facts, including statements about our
confidence and strategies and our expectations about our product, technologies
and opportunities, market and industry segment growth, demand and acceptance of
our products are forward looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995 that involve risks and uncertainties.
These risks include, but are not limited to, product demand and market
acceptance risks; the impact of competitive products; the results of financing
raising activities; the effects of economic conditions and trade, legal, social
and economic risks, such as regulations, governmental licensing issues, foreign
qualifications and ability to conduct our method of business and the results our
business plan.

YEARS ENDED MARCH 31, 2002 AND 2001

      REVENUES

      We are in the initial stages of realizing licensing revenues as result of
the efforts of our sales and marketing. During the year ended March 31, 2002, we
realized revenues of $108,100 from a license and consulting agreement with
Broadcasting Concepts LLC and additional revenues of $12,035 from non-refundable
payments received in connection with cancelled or expired licensing agreements
and miscellaneous income. During the year ended March 31, 2001, we realized
revenues of only $1,960. The increase in revenue was due primarily to said
license and consulting agreement.

      EXPENSES

      We incurred general and administrative expenses of $1,135,203 and
$1,351,902 for the years ended March 31, 2002 and 2001, respectively. The
decrease in general and administrative expenses was due primarily to a decrease
in expenses as a part of management's effort to decrease our expenditures. We
expect that we will continue to incur substantial marketing expenses for further
product positioning that will cause us to incur additional losses in the near
future. In addition, salaries, professional fees and occupancy costs will
continue to contribute to our losses. However subsequent to our March 31, 2002
year end, our officers agreed to forgive the accumulated salaries and interest
owed to them as of March 31, 2002 in exchange for the advances made to them by
i2corp during the same period. This transaction has been detailed in the notes
to financial statements incorporated herein.

      NET LOSS

      For the years ended March 31, 2002 and 2001, we incurred a net loss, of
$1,048,600 and $1,354,840, respectively. The decrease in net loss was due
primarily to the increase in revenue and the reduction in general and
administrative expenses. As of March 31, 2002, we had cumulative net losses
since inception of $2,712,512 and we expect to continue to incur substantial
losses and negative cash flow at least through fiscal year ending March 31,
2003.


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      CASH FLOW

      Net cash used in operating activities in the year ended March 31, 2002
amounted to $176,309 compared to $989,319 in the year ended March 31, 2001. The
decreased use of cash is mainly attributable to decreased levels of marketing,
general and administrative expenses as a result of less cash on hand.

      Net cash used in investing activities amounted to $135,741 in the year
ended March 31, 2002 compared to $50,091 in the year ended March 31, 2001. This
increase in use of cash is primarily due to a increase in advances to
officers/shareholders.

      Financing activities generated net cash of $311,870 in the year ended
March 31, 2002 compared with $927,124 in the year ended March 31, 2001, with the
decrease attributable to a decrease in the collection of a capital contribution
receivable and offset by the exercise of stock options.

      LIQUIDITY AND CAPITAL RESOURCES

      At March 31, 2002, we had cash of $1,238 and a working capital deficit of
$258,302, compared to cash of $1,418 and a working capital deficit of $207,023
at March 31, 2001. Due to our limited cash-on-hand and our limited sources of
liquidity, we are in constant need of additional working capital. Our
accumulated deficit was $2,712,512 at March 31, 2002, compared to $1,663,912 at
March 31, 2001. The increase was due to our continued net losses.

      Although we started to generate limited cash flows from operating
activities during the fiscal year ending March 31, 2002, our current cash on
hand is not sufficient to meet our ongoing operating expenses. In addition, as
we are not able to rely on our capital contribution receivable for funds, we
will have to depend upon our ability to execute revenue-generating licensing
agreements and upon additional financing from private or public debt or equity
placements, loans from banks or officers, directors, stockholders or traditional
funding sources interest, or a combination of these. Our ability to enter into
additional revenue-generating licensing agreements will depend, in part, on the
constantly changing legislative climate and legal entrance into the Internet
gambling market of gaming and wagering operators. In addition, our ability to
raise additional working capital will depend, in part, on many factors,
including the nature and prospects of any business to be acquired and the
economic and market conditions prevailing at the time financing is sought.
Though we believe that we will obtain financing, there can be no assurances that
financing in the amount and on terms acceptable to us will be available within
the time frame required.

                                  RISK FACTORS

      We are subject to a high degree of risk as we are considered to be in
unsound financial condition. The following risks, if any one or more occurs,
could materially harm our business, financial condition or future results of
operations. If that occurs, the trading price of our common stock could decline.

                             RISKS RELATED TO I2CORP

      We have a history of significant operating losses and anticipate continued
operating losses for the foreseeable future. For the years ended March 31, 2002
and 2001, we have incurred net losses of $1,048,600 and $1,354,840,
respectively, and our operations have used $176,309 and $989,319 of cash,
respectively. As of March 31, 2002 and 2001, we had accumulated deficits of
$2,712,512 and $1,663,912, respectively. If our revenues decline or grow at a
slower rate than we anticipate, or if our spending levels exceed our
expectations or cannot be adjusted to reflect slower revenue growth, our
business would be severely harmed. We cannot assure you that revenues will grow
in the future or that we will generate sufficient revenues for profitability, or
that profitability, if achieved, can be sustained on an ongoing basis.

      Our independent auditors issued a report on their audit of our
consolidated financial statements for the years ended March 31, 2002 and 2001.
Their report contains an explanatory paragraph in which they state that


                                     - 8 -
<PAGE>

our history of recurring losses and our continued use of cash in operations
raise substantial doubt regarding our ability to continue as a going concern. If
we continue to generate significant losses from our operations, we may be unable
to continue as a going concern.

      Over the last few years, our activities have been limited to analyzing the
gaming industry, consulting with persons in the gaming industry and marketing
our Patent to the gaming industry. There is no guarantee that we will be able to
generate sufficient revenue to sustain our operations. No independent
organization has conducted market research providing management with independent
assurance from which to estimate potential demand for our business operations.

      We are dependent upon the abilities and efforts of certain management
personnel, including deedee Molnick, Chris P. Almida, Jesse D. Molnick and
Melvin Molnick. Our future success will depend in part upon our ability to
attract and retain qualified personnel to fill key sales, administrative and
management positions. There can be no assurance that we will be able to locate
and retain key individuals in the event of the loss of such key individuals.

      We believe our intellectual property, such as the Patent, is important to
our competitive position. If we are unable to protect our intellectual property
against unauthorized use by others, our competitive position could be harmed. We
enter into confidentiality and/or non-compete agreements with our employees and
consultants, and control access to and distribution of our documentation and
other proprietary information. Despite these precautions, we cannot assure you
that these strategies will be adequate to prevent misappropriation of our
intellectual property. We could be required to expend significant amounts to
defend our rights to intellectual property.

                          RISKS RELATED TO OUR INDUSTRY

      The gaming industry is highly regulated. Many gaming authorities have
broad authority regarding licensing and registration of entities and individuals
involved in gaming operations, including the ability to, among other things,
revoke the gaming license of any person licensed. Due to the uncertainty
regarding Internet gaming and the hesitation of state gaming authorities to
sanction Internet gaming, the involvement of a gaming licensee in Internet
gaming may cause the revocation of the licensee's gaming license. In addition,
for some states, it will be required to pass enabling legislation in order to
legalize Internet gaming. Accordingly, there is no assurance that state gaming
authorities will permit Internet gaming and, if so, whether such rules or
regulations will conflict with federal laws related to Internet gaming. We
cannot predict the effects that adoption of and changes in Internet gaming laws,
rules and regulations might have on our future operations.

      There is significant competition in the Internet gaming industry. Although
our technology is applicable to Internet gaming, Internet gaming competes with
various forms of gaming, including land-based casinos, riverboat casinos and
cruise-to-nowhere floating casinos. In addition, we compete with other companies
involved in Internet gaming that are substantially larger, have more substantial
histories, backgrounds, experience and records of successful operations, greater
financial, technical, marketing and other resources, more employees and more
extensive facilities than we now have, or will have in the foreseeable future.
In addition, due to the growth potential of Internet gaming, we will face many
new competitors in the near future. There is no assurance that we will continue
to compete successfully in the marketplace. The inability to compete
successfully will adversely affect our operating results.

      Although we have generated limited revenues, there is no assurance that we
will be successful in commercializing the Patent. In light of the uncertainty
surrounding whether Internet gaming will be legalized in the United States and
even if Internet gaming were legalized in the United States, there is no
assurance that we will be able to market the Patent. Insufficient market
acceptance of our Patent will have a materially adverse effect on our business,
financial condition and results of operations.


                                     - 9 -
<PAGE>

                        RISKS RELATED TO OUR COMMON STOCK

      We currently anticipate the need to supplement the revenue generated by
our operations from proceeds through private or public offerings of our equity
or convertible debt securities. The issuance of additional equity or convertible
debt securities will have the effect of reducing the percentage ownership of our
current stockholders. In addition, these equity or convertible debt securities
may have additional rights, preferences or privileges to those of our common
stock, such as registration rights. In the event we are required to raise
additional funds to support our operations, we cannot assure our stockholders
that the additional funds will be available on terms favorable to us, or at all.
If adequate funds are not available or are not available on acceptable terms, we
may not be able to fund operations or otherwise continue as a going-concern.

      Our executive officers and members of our board of directors beneficially
own 23,074,140 shares of common stock, or approximately 61.5% of the outstanding
shares of our common stock. These stockholders will have the power to influence
all matters requiring approval by our stockholders, including the election of
directors and approval of mergers and other significant corporate transactions.
This concentration of ownership may also have the effect of delaying or
preventing a change in control of i2corp.

ITEM 7. FINANCIAL STATEMENTS

                                   I2CORP.COM

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

       Report of Independent Auditors.........................................11

       Consolidated Balance Sheets - March 31, 2002 and 2001..................12

       Consolidated Statements of Operations for the years
       ended March 31, 2002 and 2001..........................................13

       Consolidated Statement of Stockholders' Equity Deficiency
       for the years ended March 31, 2002 and 2001............................14

       Consolidated Statements of Cash Flows for the years
       ended March 31, 2002 and 2001..........................................15

       Notes to Consolidated Financial Statements.............................16


                                     - 10 -
<PAGE>

INDEPENDENT AUDITORS' REPORT

To the Board of Directors

i2corp.com and Subsidiaries
Las Vegas, Nevada

We have audited the accompanying consolidated balance sheets of i2corp.com and
its subsidiaries, (collectively the Company) as of March 31, 2002 and 2001, and
the related consolidated statements of operations, stockholders' equity
deficiency, and cash flows for the years then ended. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. 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 audits provide a reasonable basis for our
opinion.

In our opinion, the accompanying consolidated financial statements of the
Company present fairly, in all material respects, its financial position as of
March 31, 2002 and 2001, and the results of its operations and cash flows for
the years then ended, in conformity with accounting principles generally
accepted in the United States.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2, the
Company has incurred losses resulting in a working capital deficiency and an
operating deficit, and its ability to pay its obligations when due and to
continue operations is dependent upon its obtaining additional license
agreements for its product with satisfactory terms and raising additional
capital. These conditions raise substantial doubt as to the Company's ability to
continue as a going concern. Management's plans in regard to those matters are
also described in Note 2. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


PIERCY, BOWLER, TAYLOR & KERN

June 21, 2002
Las Vegas, Nevada


                                     - 11 -
<PAGE>

i2corp.com and Subsidiaries
CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
MARCH 31, 2002 AND MARCH 31, 2001
                                                                                    2002              2001
<S>                                                                             <C>               <C>
ASSETS

Current assets:
      Cash                                                                      $     1,238       $     1,418
      Accounts receivable                                                            91,900
      Current portion of capital contribution receivable                                              103,250
      Due from shareholders                                                                            62,189
      Prepaid expenses                                                               61,037
      Other assets                                                                   19,499            18,546

                                                                                    173,674           185,403

Furniture, fixtures, and equipment, net                                              55,412            77,368

Patent, net                                                                         118,456           107,087

Advances to officers/shareholders                                                   129,838

                                                                                $   477,380       $   369,858

LIABILITIES AND STOCKHOLDERS' EQUITY DEFICIENCY

Current liabilities:
      Accounts payable                                                          $   311,511       $   277,175
      Deferred revenue                                                              105,800
      Accrued expenses and other                                                     14,665           115,251

                                                                                    431,976           392,426

Noncurrent liabilities, officers/shareholders                                       687,194

Stockholders' equity deficiency:
      Common stock, $.001 par value, 50,000,000 shares authorized,
           31,701,000 and 30,000,000, issued and outstanding                         31,701            30,000
      Additional paid-in-capital                                                  3,387,819         3,180,900
      Less capital contribution receivable, net of current portion in 2001       (1,348,798)       (1,569,556)
      Deficit                                                                    (2,712,512)       (1,663,912)

                                                                                   (641,790)          (22,568)

                                                                                $   477,380       $   369,858
</TABLE>

See notes to consolidated financial statements.

          See accompanying notes to consolidated financial statements.


                                     - 12 -
<PAGE>

i2corp.com and Subsidiaries
CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE YEARS ENDED MARCH 31, 2002 AND 2001
--------------------------------------------------------------------------------

                                                       2002            2001
                                                   ------------    ------------

Revenues
Licensing                                          $    108,100

Other                                                    12,035    $      1,960
                                                   ------------    ------------

                                                        120,135           1,960
                                                   ------------    ------------

Selling, general and administrative expenses          1,135,203       1,351,902
                                                   ------------    ------------

Operating loss                                       (1,015,068)     (1,349,942)
                                                   ------------    ------------

Other income (expense)
Interest income                                           1,577           4,981
Interest expense                                        (35,109)         (9,879)
                                                   ------------    ------------

Net loss                                           $ (1,048,600)   $ (1,354,840)
                                                   ============    ============

Loss per share                                     $     (0.034)   $     (0.045)
                                                   ============    ============

Weighted average number of
shares outstanding                                   31,701,000      30,000,000
                                                   ============    ============

See notes to consolidated financial statements.

          See accompanying notes to consolidated financial statements.


                                     - 13 -
<PAGE>

i2corp.com and Subsidiaries
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY DEFICIENCY

FOR THE YEARS ENDED MARCH 31, 2002 AND 2001

<TABLE>
<CAPTION>
                                                                                                                      Total
                                      Common stock             Additional        Capital                              stockholders'
                                                  Par          paid-in           contribution        Accumulated      equity
                                  Shares          value        capital           receivable          deficit          deficiency
<S>                             <C>              <C>          <C>               <C>               <C>                <C>
Balances, April 1, 2000         30,000,000        30,000        3,071,000         (3,100,000)         (309,072)         (308,072)
     Reductions in capital
     contribution
     receivable (including
     $927,194 received in
     cash and $500,000 to
     convert note payable)                                                         1,427,194                           1,427,194
     Portion of capital
     contribution
     receivable
     transferred to
     current assets                                                                  103,250                             103,250
     Options granted for
     services                                                     109,900                                                109,900

     Net loss                                                                                       (1,354,840)       (1,354,840)

Balances, March 31, 2001        30,000,000        30,000        3,180,900         (1,569,556)       (1,663,912)          (22,568)
     Reductions in capital
     contribution
     receivable (including
     $2,250 received in
     cash and $220,758 in
     advances to vendors
     in settlement of
     Company liabilities)                                                            220,758                             220,758
     Employee stock
     options granted                                                4,500                                                  4,500

     Exercise of options         1,701,000         1,701          202,419                                                204,120

     Net loss                                                                                       (1,048,600)       (1,048,600)
Balances, March 31, 2002        31,701,000       $31,701      $ 3,387,819       $ (1,348,798)     $ (2,712,512)      $  (641,790)
</TABLE>

See notes to consolidated financial statements.

          See accompanying notes to consolidated financial statements.


                                     - 14 -
<PAGE>

i2corp.com and Subsidiaries
CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE YEARS ENDED MARCH 31, 2002 AND 2001

                                                            2002         2001

Operating activities:
     Net cash used in operating activities               $(176,309)   $(989,319)

Investing activities:
     Advances to offices/shareholders                     (112,164)
     Purchases of furniture, fixtures and equipment        (10,001)     (26,036)

     Patent costs                                          (13,576)     (24,055)

     Cash used in investing activities                    (135,741)     (50,091)

Financing activities:
     Collection of capital contribution receivable         103,250      927,194

     Exercise of stock options                             208,620
     Cash provided by financing activities                 311,870      927,194

Net decrease in cash                                          (180)    (112,216)

Cash:
     Beginning of period                                     1,418      113,634

     End of period                                       $   1,238    $   1,418

See notes to consolidated financial statements.

          See accompanying notes to consolidated financial statements.


                                     - 15 -
<PAGE>

i2corp.com and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2002 AND 2001
--------------------------------------------------------------------------------

1. Background information:

Business activities and history. i2corp.com and its subsidiaries, Home Gambling
Network, Inc. (HGN), i2consult.com and i2develop.com (collectively, the
Company), hold a patent for a method that allows licensees to bring live gaming
to players in remote locations via the internet and other electronic media, and
that enables making and receiving virtually instant electronic payments to and
from such players.

Prior to the year ended March 31, 2002, the Company was a development stage
enterprise.

Equipment, furniture and fixtures. Equipment, furniture and fixtures are stated
at cost. Depreciation is provided using the declining balance method over the
estimated useful lives of the assets.

Patent costs. Beginning in the year ended March 31, 2002, patent costs are being
amortized over the remaining life of the patent expiring in 2015.

Advertising costs. Costs for advertising are expensed as incurred. Advertising
costs expensed totaled $0 and $77,311 for the years ended March 31, 2002 and
2001.

Employee stock-based compensation. The Company accounts for employee stock-based
compensation using Statement of Financial Accounting Standard SFAS No. 123,
Accounting for Stock-Based Compensation.

Use of estimates. Timely preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts and disclosures, some of which
may require revision in future periods.

2. Commitments and contingencies:

Revenue transactions. The Company entered into a licensing agreement with a
customer that has not yet raised sufficient capital to commence operations.
Therefore, collection of related receivables is not yet reasonably assured, and
uncollected revenue on this contract has been deferred.

Subsequent to March 31, 2002, the Company entered into another licensing
agreement with the same licensee requiring payment of a licensing fee of
$1,500,000, plus minimum royalties of $400,000 for the initial year of the
contract. Revenue on this contract will also be deferred since collectibility is
not reasonably assured.

Operating leases. The Company is lessee under noncancelable operating lease
agreements for automobiles and computer equipment. The Company's minimum future
obligations under noncancelable operating leases is $14,316 for the year ending
March 31, 2003, $6,636 for the year ending March 31, 2004, $699 for the year
ending March 31, 2005, and none thereafter. The Company also leases its office
space on a monthly basis in the amount of $4,000. The Company incurred rent
expense under these leases of $57,777 and $63,523 during the years ended March
31, 2002 and 2001.

Going concern. The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern. As of March 31, 2002, the
Company has accumulated an operating deficit of $2,712,512 and a working capital
deficiency of $258,302. The financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

It is management's plan to explore financing options in the investment
community. Management is also in the process of negotiating additional licensing
agreements that, if consummated, would generate operating revenues. However,
there can be no assurance that these sources will provide sufficient cash
inflows to enable the Company to achieve its operational objectives in the short
term.


                                     - 16 -
<PAGE>

i2corp.com and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2002 AND 2001
--------------------------------------------------------------------------------

2. Commitments and contingencies (continued):

Other. The Company has been presented with claims asserting that certain
individuals and/or entities are entitled to an aggregate of approximately
750,000 shares of the Company's common stock. Based on the available evidence,
management believes these claims are inconsistent with the Company's records and
invalid. There may be other similar claims asserted in the future. However,
based, in part, upon the advice of counsel, management believes that such
matters will not have a significant effect on the Company. In the unlikely event
the Company would be required to issue some or all of the shares that are
claimed by these individuals or entities, there would be up to 2.5% dilution of
interests of its stockholders, based on claims presently known.

3. Income taxes:

Because, as of March 31, 2002, the Company has engaged in extensive activities
and generated limited revenues over a period of almost seven years, it has
incurred substantial losses. The potential income tax benefits of such losses
have been effectively offset by a 100% valuation allowance and, therefore, are
not reflected in the accompanying financial statements.

4. Related party transactions:

During 2002, the majority shareholder transferred approximately $162,000 of his
stock to vendors in payment of Company liabilities of the same amount.

Accrued compensation, officers/shareholders, bears interest at 8%. Interest
charged to operations on these obligations totaled $31,953 and $7,783 for the
years ended March 31, 2002 and 2001. Subsequent to year-end, these obligations,
net of certain advances of approximately $112,000 made in fiscal 2002 and owed
the Company by the officers/shareholders, were forgiven by the
officers/shareholders resulting in a capital contribution of $557,356.
Accordingly, this obligation has been classified as noncurrent at March 31, 2002
in accordance with SFAS 6, Classification of Short-Term Obligations Expected to
Be Refinanced.

The Company incurred legal fees of approximately $52,000 and $135,000 for fiscal
2002 and 2001, respectively, to the firms of members of the board of directors.

5. Capital contribution receivable:

The non-interest bearing capital contribution receivable originated in February
2000 and was reduced in fiscal 2001 by conversion of a $500,000 note payable, by
$105,000 and $927,194 in cash during the years ended March 31, 2002 and 2001 and
by a transfer of stock by the contribution to vendors in settlement of
obligations of the Company of $220,758 during the year ended March 31, 2002. The
remaining receivable may be paid off in whole or in part at any time without
premium or discount. However, there is no due date.

6. Financial instruments:

The carrying amounts of financial instruments approximates their fair value
because of their short maturities or because the debt bears fixed rates that
approximate current rates available on similar borrowings.

7. Supplemental cash flow information:


                                     - 17 -
<PAGE>

i2corp.com and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2002 AND 2001
--------------------------------------------------------------------------------

Reconciliation of net loss to net cash used in operating activities:

                                                     Year             Year
                                                     ended           ended
                                                March 31, 2002   March 31, 2001
                                                --------------   --------------
Net loss                                         $(1,048,600)     $(1,354,840)
Depreciation                                          31,957           24,524
Amortization                                           2,207
Stock-based compensation
   for services                                                       109,900
(Increase) decrease in
Due from shareholders                                110,095          (92,955)
Accounts receivable                                  (91,900)
Prepaid expenses                                      34,963
Other assets                                            (953)          (3,523)
Increases (decreases) in:
Accounts payable                                     255,094          234,778
Deferred revenue                                     105,800
Other                                                 12,160           92,797
Noncurrent liabilities, due to officers/
   shareholders                                      412,868
                                                 -----------      -----------
                                                 $  (176,309)     $  (989,319)
                                                 ===========      ===========

Cash paid for interest: Cash paid for interest totaled $3,194 and $1,249 in
fiscal 2002 and 2001, respectively.

Non-cash investing and financing activities: Advances made as direct payments by
the stockholders on behalf of the Company for patent costs, other assets
purchases, and selling, general and administrative expenses totaled
approximately $162,000 and $6,800 in fiscal 2002 and 2001, respectively (See
also Note 5).

8. Stock options:

The Company has a stock option plan providing for qualified and non-qualified
options for up to 3,000,000 shares to be awarded to employees, officers,
directors, consultants and independent contractors. In October 2000, the Company
granted options under the plan for 102,000 shares, including 2,000 to
non-employees exercisable immediately at $.85 per share and the balance to an
employee becoming exercisable at the same price as they vest periodically
beginning April 2001 through April 2005. The options expire in October 2010. As
a result of options granted to the employee, compensation expense was reflected
in the year ended March 31, 2001, of $9,000, based on an estimated fair value
per option at the date of grant of $.50, using the Black-Scholes option
valuation model, discounted by 10% for restrictions that would be applicable to
shares that are obtainable through their exercise. The risk-free interest rate
used in the calculation was 5.50%, expected volatility was 275%, and expected
dividends were zero. Options issued to non-employees (directors) were similarly
valued and are not material.

In February 2001, the Company entered into a short- term management consulting
agreement. In exchange for the contracted services, the Company issued options
to purchase 2,500,000 shares of newly issued common stock, exercisable at $.12
per share. These options expire in February 2004. As a result of this option
grant, consulting expense was recognized in the year ended March 31, 2001, of
$100,000, based on an estimated fair value per option at the date of grant of
$.16, using the Black-Scholes option valuation model. The risk-free interest
rate used in the calculation was 5.00%, expected volatility was 368%, and
expected dividends were zero.


                                     - 18 -
<PAGE>

i2corp.com and Subsidiaries
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED MARCH 31, 2002 AND 2001
--------------------------------------------------------------------------------

A summary of option activity for the year ended March 31, 2002 and 2001,
follows:

                                                         Shares
                                                        reserved       Options
                                                       for options   outstanding
                                                       -----------   ----------
Balance, April 1, 2000
                                                        3,000,000

$.85 options granted to employees and others             (102,000)      102,000

Approval of consulting agreement                        2,500,000

$.12 options granted under consulting agreement        (2,500,000)    2,500,000
                                                       ----------    ----------

Balances, March 31, 2001                                2,898,000     2,602,000
                                                       ----------    ----------
Options exercised
                                                       (1,701,000)   (1,701,000)
                                                       ----------    ----------
Balances, March 31, 2002
                                                        1,197,000       901,000
                                                       ==========    ==========

Weighted average exercise price                                           $0.20
                                                                          =====

Outstanding options were not included in weighted average number of shares
outstanding used for per share calculations, since the effect would be
anti-dilutive.

Subsequent to March 31, 2002, the Company entered into another short-term
management consulting agreement. In exchange for the contracted services, the
Company issued options to purchase 3,500,000 shares of newly issued common
stock, exercisable at $.04 per share.


                                     - 19 -
<PAGE>


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

      The Company has not changed accountants, and no disagreements on
accounting or financial disclosure practices occurred during the fiscal year
ended March 31, 2002.

                                    PART III

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

      This information is incorporated by reference from our proxy statement to
be filed with the Commission in connection with our Annual Meeting of
Stockholders to be held on August 30, 2002.

ITEM 10. EXECUTIVE COMPENSATION

      This information is incorporated by reference from our proxy statement to
be filed with the Commission in connection with our Annual Meeting of
Stockholders to be held on August 30, 2002.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      This information is incorporated by reference from our proxy statement to
be filed with the Commission in connection with our Annual Meeting of
Stockholders to be held on August 30, 2002.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      This information is incorporated by reference from our proxy statement to
be filed with the Commission in connection with our Annual Meeting of
Stockholders to be held on August 30, 2002.

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

      (a)   Exhibits

EXHIBIT NO.         DESCRIPTION

      2.1           Agreement and Plan of Merger dated as of January 18, 2000
                    between PCG Media, Inc. and Home Gambling Network, Inc.
                    (filed as Exhibit 1.1 to the original Report on Form 8-K
                    dated February 8, 2000 and filed with the Commission on
                    February 14, 2000 and hereby incorporated by reference).

      2.2           Certificate of Merger between PCG Media, Inc. and Home
                    Gambling Network, Inc. (filed as Exhibit 1.2 to the original
                    Report on Form 8-K dated February 8, 2000 and filed with the
                    Commission on February 14, 2000 and hereby incorporated by
                    reference).

      3.1           Amended and Restated Articles of Incorporation (filed as
                    Exhibit 1.3 to the original Report on Form 8-K dated
                    February 8, 2000 and filed with the Commission on February
                    14, 2000 and hereby incorporated by reference).

      3.2           Revised Bylaws of i2corp.com (filed as Exhibit 3.2 to the
                    amended Report on Form 8-K dated June 6, 2000 and filed with
                    the Commission on June 6, 2000 and hereby incorporated by
                    reference).

      10.1          Form of Licensing Agreement (filed as Exhibit 10.1 to the
                    Form 10-KSB filed with the Commission on July 14, 2000 and
                    hereby incorporated by reference)

      10.2          Assignment of Patent, Trademarks and Intellectual Property
                    between Home Gambling Network, Inc. and Melvin Molnick dated
                    October 22, 1998 (filed as Exhibit 10.1 to the Form 10-KSB
                    filed with the Commission on July 14, 2000 and hereby
                    incorporated by reference).


                                     - 20 -
<PAGE>

EXHIBIT NO.         DESCRIPTION

      10.3          Consulting Agreement by and between i2corp.com and Lucinda
                    Wei dated as of May 8, 2002 (filed as Exhibit 4.1 to the
                    Form S-8 filed with the Commission on June 3, 2002 and
                    hereby incorporated by reference)

      10.4          Consulting Agreement by and between i2corp.com and W.B.
                    Orlin dated as of May 8, 2002 (filed as Exhibit 4.2 to the
                    Form S-8 filed with the Commission on June 3, 2002 and
                    hereby incorporated by reference)

      (b)           Reports on Form 8-K

      None.

                                   SIGNATURES

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

      Dated: July 2, 2002

                                                 I2CORP.COM


                                                 By: /s/ Christopher P. Almida
                                                     ---------------------------
                                                     Chris P. Almida
                                                     President

      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 Company
and in the capacities and on the dates indicated.

SIGNATURE                            TITLE                              DATE

/s/ deedee K. Molnick           Chief Executive Officer             July 2, 2002
-----------------------------   and Chairwoman
Deedee K. Molnick

                                President, Acting Chief Executive
/s/ Christopher P. Almida       Officer and Acting Chairman         July 2, 2002
-----------------------------   (Principal Executive Officer)
Chris P. Almida

/s/ Jesse D. Molnick            Vice President and Director         July 2, 2002
-----------------------------   (Principal Financial Officer)
Jesse D. Molnick

/s/ Melvin Molnick              Secretary and Treasurer             July 2, 2002
-----------------------------
Melvin Molnick

/s/ H. Yale Gutnick             Director                            July 2, 2002
-----------------------------
H. Yale Gutnick

/s/ Phillip J. Anderson         Director                            July 2, 2002
-----------------------------
Philip J. Anderson

/s/ Suzanne Molnick             Director                            July 2, 2002
-----------------------------
Suzanne Molnick


                                     - 21 -