U.S. SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

                                   (Mark One)
        [X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For The Fiscal Year Ended: December 31, 2002

                                       or

        [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

         For the transition period from _____________ to _______________

                         Commission file number 0-21991

                        ADVANCED GAMING TECHNOLOGY, INC.
                 (Name of small business issuer in its charter)



         Wyoming                                            98-0152226
State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization                           Identification No.)


              24165 IH 10 West, Suite 217125 San Antonio, TX      67257
              (Address of principal executive offices)          (Zip code)

                    Issuer's telephone number:  (210) 697 8550

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

              Securities registered under Section12(g) of the Act:

                          COMMON STOCK PAR VALUE $.005

                                (Title of Class)



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


Total pages: 23  Exhibit Index Page: 12

Check if there is no  disclosure of  delinquent  filers  pursuant 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 amendment to this form 10-KSB. [X]



<PAGE>

State issuer's revenues for its most recent fiscal year: $ 0

As of March 31, 2003, there were 21,430,587  shares of the  Registrant's  common
stock, par value $0.005,  issued and outstanding.  The aggregate market value of
the  Registrant's  voting stock held by  non-affiliates  of the  Registrant  was
approximately  $ 79,207  computed at the average bid and asked price as of April
10, 2003.

                         ISSUERS INVOLVED IN BANKRUPTCY

                      PROCEEDING DURING THE PAST FIVE YEARS

Check whether the issuer filed all documents and reports required to be filed by
Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities
under a plan confirmed by a court. Yes X   No

                       DOCUMENTS INCORPORATED BY REFERENCE

If the following documents are incorporated by reference,  briefly describe them
and  identify  the part of the Form 10-KSB  (e.g.,  Part I, Part II,  etc.) Into
which  the  document  is  incorporated:   (1)  any  annual  report  to  security
holders;(2)  any proxy or information  statement;  and (3) any prospectus  filed
pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"):

None

Transitional Small Business Disclosure Format (check one): Yes   NO X






                                                                               2

<PAGE>



                                TABLE OF CONTENTS

Item Number and Caption                                             Page


PART I

Item 1 Description of Business....................................... 4

Item 2 Description of Property....................................... 5

Item 3 Legal Proceedings............................................. 5

Item 4 Submission of Matters to a Vote of Security Holders........... 5

PART II

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

Item 6 Management's Discussion and Analysis or Plan of Operations ... 6

Item 7 Financial Statements.......................................... 7

Item 8 Changes in and Disagreements with Accountants on Accounting and
       Financial Disclosure.......................................... 7

PART III

Item 9 Directors,  Executive Officers, Promoters and Control Persons;
       Compliance with Section 16(a) of the Exchange Act............. 8

Item 10 Executive Compensation....................................... 9

Item 11 Security Ownership of Certain Beneficial Owners and
         Management.................................................. 10

Item 12 Certain Relationships and Related Transactions............... 10

Item 13 Exhibits and Reports on form 8-K............................. 10

Item 14 Controls and Procedures...................................... 11


                                        3

<PAGE>

                                     PART I

--------------------------------------------------------------------------------
                         ITEM I DESCRIPTION OF BUSINESS
--------------------------------------------------------------------------------

GENERAL

         Advanced  Gaming   Technology,   Inc.,  a  Wyoming   corporation   (the
"Company"), was a provider of technology to the casino and hospitality industry.
The company's  principal  product was an electronic bingo system.  The Company's
common stock is traded on the National  Association of Securities Dealers,  Inc.
(the "NASD") OTC Bulletin Board Under the symbol "ADVI."

         The  Company  has the  following  wholly  owned  subsidiaries  that are
currently  inactive:  Executive  Video  Systems,  Inc.,  a Maryland  corporation
("Executive Video"), Palace Entertainment Limited, a company organized under the
laws of the British Virgin Islands  ("Palace"),  Prisms,  Inc., a North Carolina
corporation  ("Prisms"),  Pleasure  World  Ltd.,  ("Pleasure  World"),  and  its
subsidiary Prisms (Bahamas) Ltd. ("Prisms  Bahamas"),  both companies  organized
under the laws of the Bahamas, and A.G.T. Acceptance Corp., a Nevada Corporation
("A.G.T. Acceptance Corp.").

         The  company  also owned  twenty two  percent of  TravelSwitch,  LLC, a
Nevada Limited Liability  Company.  The Company disposed of this interest during
2002, with no resulting gain or loss recorded.

         The Company liquidated the following subsidiaries pursuant to a plan of
reorganization confirmed by the U. S. Bankruptcy Court in the District of Nevada
on June  30,  1999:  Branson  Signature  Resorts,  Inc.,  a  Nevada  corporation
("Branson"),  River Oaks Holdings,  Inc., a Missouri corporation ("River Oaks"),
Branson Bluffs Resorts, Inc. ("Branson Bluffs") a Missouri  corporation,  Allied
Resorts, Inc. ("Allied") a Missouri corporation,  River Oaks Resorts and Country
Club, Inc ("River Oaks Resort") a Texas corporation.

The principal office of the Company is located in San Antonio, Texas.

         On  August  26,  1998  Advanced  Gaming  Technology,  Inc  and  Branson
Signature Resorts filed for  reorganization in Las Vegas under chapter 11 of The
U. S.  bankruptcy  code.  The  cases  were  jointly  administered.  The  company
continued to operate as "debtor in possession" during the reorganization effort.
The  company  filed  a plan of  reorganization  with  the  bankruptcy  court  in
December,  1998. The company's plan and disclosure statement was approved by the
court on March 22, 1998. The plan was confirmed by the bankruptcy  court on June
29, 1999.  The plan became  effective  on August 19,  1999.  The final decree to
close the bankruptcy  cases was approved by the bankruptcy court on February 15,
2000.

         OPERATING LOSSES. The Company recorded a net income of $250,648 for the
fiscal year ended December 31, 2002,  primarily due to gains on the  forgiveness
of  debt  in the  amount  of  $520,026.  The  Company  incurred  net  losses  of
$411,670,$564,441,$394,895,$3,628,887, and $9,575,512 for the fiscal years ended
December 31, 2001,  2000,  1999, 1998 and 1997,  respectively.  Substantial cost
reductions were made in conjunction  with the plan of  reorganization.  However,
the company  has  generated  minimal  revenue  from  product  distribution.  The
Company's  operations  are subject to numerous  risks  associated  operating any
business, including unforeseen expenses, delays and complications.  There can be
no assurance that the Company will achieve or sustain  profitable  operations or
that it will be able to remain in business.

         FUTURE CAPITAL NEEDS AND UNCERTAINTY OF ADDITIONAL FUNDING. The Company
will require additional financing to continue operations.  There is no assurance
that such  financing will be available.  Management is  considering  all options
including sale, merger,  reverse merger or dissolution of the Company.  Any such
transaction could have a significant impact on current shareholders.

         GOVERNMENT REGULATION.  Some of the Company's operations are subject to
gaming laws,  which vary according to the  jurisdiction in which each product is
marketed.  The state and local laws in the United  States  that govern the lease
and use of gaming products vary widely and change  frequently due to legislative
and administrative actions and judicial interpretations. If any changes occur in
gaming laws through  statutory  enactment  or  amendment,  judicial  decision or
administrative  action restricting the manufacture,  distribution or use of some
or all of the Company's  products,  the Company's  present and proposed business

                                                                               4

<PAGE>

could be  adversely  affected.  The  operation  of  gaming  on  Native  American
reservations is subject to the Indian Gaming  Regulatory Act ("IGR").  Under IGR
certain types of gaming  activities are classified as Class I, Class II or Class
III. The  Company's  business  will be impacted  based upon how its products are
ultimately  classified.  See "Business - Government  Regulation"  and "Business-
-Native American Bingo Operations."

         RISK OF LOW-PRICED STOCKS.  Rules 15g-1 through 15g-9 promulgated under
the Securities  Exchange Act of 1934 (the "Exchange  Act") impose sales practice
and disclosure requirements on certain brokers and dealers who engage in certain
transactions involving "a penny stock."


         Currently,  the Company's  Common Stock is considered a penny stock for
purposes of the  Exchange  Act. The  additional  sales  practice and  disclosure
requirements imposed on certain brokers and dealers could impede the sale of the
Company's  Common  Stock  in the  secondary  market.  In  addition,  the  market
liquidity and price for the Company's securities may be adversely affected.

         Under the penny stock  regulations,  a broker or dealer  selling  penny
stock  to  anyone   other   than  an   established   customer   or   "accredited
investor"'(generally,  an individual with a net worth in excess of $1,000,000 or
annual  incomes  exceeding  $200,000,  or  $300,000  together  with  his  or her
spouse)must make a special suitability determination for the purchaser and must
receive the purchaser's written consent to the transaction prior to sale, unless
the broker or dealer or the transaction is otherwise exempt.

         In addition,  the penny stock regulations  require the broker or dealer
to deliver,  prior to any  transaction  involving a penny  stock,  a  disclosure
schedule prepared by the Securities and Exchange Commission (the "SEC") relating
to the penny stock market,  unless the broker,  or dealer, or the transaction is
otherwise exempt. A broker,  or dealer is also required to disclose  commissions
payable to the broker or dealer and the  registered  representative  and current
quotations for the  Securities.  In addition,  a broker or dealer is required to
send monthly statements  disclosing recent price information with respect to the
penny stock held in a  customer's  account and  information  with respect to the
limited market in penny stocks.

PRODUCTS

The Company currently has no products,  nor any current  operations which can be
reasonably  be  expected  to  generate  revenues,  much less net  income.  It is
currently evaluating various options available to it.

EMPLOYEES

         As of March 1, 2002, the Company had 1 non-compensated  employee.  This
employee was not represented by a labor union.


--------------------------------------------------------------------------------
                         ITEM 2. DESCRIPTION OF PROPERTY
--------------------------------------------------------------------------------

     The  Company's  principal  executive  offices are  located in San  Antonio,
Texas.


--------------------------------------------------------------------------------
                            ITEM 3. LEGAL PROCEEDINGS
--------------------------------------------------------------------------------

         In addition to ordinary routine  litigation  incidental to its business
operations,  which the Company does not believe,  in the aggregate,  will have a
material  adverse  effect on the  Company,  or its  operations,  the  Company is
engaged in the following lawsuits:


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

There were no matters  submitted to a vote of security  holders during the years
ended December 31, 2002 and 2001.

                                                                               5

<PAGE>

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND
RELATED STOCKHOLDER MATTERS

MARKET  INFORMATION.  The  Company's  Common  Stock is traded on the  NASD's OTC
Bulletin  Board under the symbol  "ADVI." The following  table presents the high
and low bid  quotations  for the Common  Stock as  reported by the NASD for each
quarter during the last two years. Such prices reflect  inter-dealer  quotations
without  adjustments  for retail  markup,  markdown  or  commission,  and do not
necessarily represent actual transactions.



Year                    Period               Low             High
2001

                     First Quarter           .01              .40
                     Second Quarter          .05              .25
                     Third Quarter           .01              .10
                     Fourth Quarter          .01              .02
2002

                     First Quarter           .01              .03
                     Second Quarter          .01              .01
                     Third Quarter           .01              .01
                     Fourth Quarter          .01              .03

DIVIDENDS.  The Company has never declared or paid  dividends.  The Company does
not anticipate paying dividends on its Common Stock in the foreseeable future.

The  number  of  shareholders  of  record of the  Company's  Common  Stock as of
December 31, 2002 was 608.

RECENT SALES OF  UNREGISTERED  SECURITIES.  There were no sales of  unregistered
securities during the past year.

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

GENERAL

The company experienced operating losses of $3,628,887 in 1998 and $9,575,512 in
1997. During 1998 liabilities of the company significantly  exceeded assets. The
company was in default on debt  obligations and was unable to meet the cash flow
needs in the ordinary course of business.  The company had exhausted  additional
financing sources. The company brought in new management for the express purpose
of guiding the company  through a  reorganization  under chapter 11 of the U. S.
bankruptcy  code. A petition for  reorganization  was filed with the  bankruptcy
court in the District of Las Vegas on August 26, 1998.  The company filed a plan
of  reorganization  in December 1998.  The bankruptcy  plan was confirmed by the
court on June 29, 1999. The plan became effective on August 19, 1999.


RESULTS OF OPERATIONS

Completion of the plan of reorganization allowed the Company to begin operations
with an improved balance sheet.  However,  the extremely  competitive market for
electronic  bingo products  combined with  relationships  that were damaged as a
result  of past  practices  have  made  it  extremely  difficult  to  develop  a
significant flow of revenue.

The company  experienced income of $250,600 for the year ended December 31, 2002
compared to a loss of $411,700 in 2001. Operating expenses decreased to $189,600
in 2002 from  $346,600 in 2001.  Salaries and wages of $98,125 and $225,000 were
accrued  during  2002 and 2001,  respectively,  and  included  in the  operating
expenses.  However,  no salaries  were paid  during 2002 and 2001 as  Management
elected to defer payment.

                                                                               6

<PAGE>


Interest  expense  was $97,300 in 2002 and $84,000 in 2001 due to an increase in
long term debt. The 2002 results  include a loss on the earnings of an affiliate
of $0 compared to a loss of $78,200 in 2001.

The Company recorded gains on forgiveness of debt of $520,000 and from a lawsuit
settlement of $17,500 in 2002 compared to $0 and $0 in 2001.

Management and control of the Company changed during 2002. The Company currently
has no  operations  which  could  possibly  generate  revenue,  nor  earnings at
present.  Management is considering all options including sale, merger,  reverse
merger  or  dissolution  of the  Company.  Any  such  transaction  could  have a
significant impact on current shareholders.

In January of 2000 the company invested in TravelSwitch, LLC, an Internet travel
service provider.  Due to substantial  operating losses the Company's book value
in this  investment is zero at December 31, 2001.  The Company  disposed of this
investment in 2002 with no resultant gain or loss.

INFLATION AND REGULATION

INFLATION The Company's  operations  have not been, and in the near term are not
expected to be, materially affected by inflation or changing prices. This is due
in part to the highly capital  intensive  nature of the majority of the business
of the Company,  thereby reducing the chances of competition providing for sales
price  reductions  while  inflation in the costs are more likely to be passed to
the customer.

REGULATION  The Company's  operations are subject to state and local gaming laws
as well as various federal laws and regulations  governing  business  activities
with Native American Tribes. The State and local laws in the United States which
govern the lease and use of gaming products are widely disparate and continually
changing   due  to   legislative   and   administrative   actions  and  judicial
interpretations. If any changes occur in gaming laws through statutory enactment
or amendment,  judicial decision or administrative action, the Company's present
and proposed business could be adversely affected.

LIQIUDITY AND CAPITAL RESOURCES

The company exhausted  financing sources during 1998. The resulting shortfall in
operating capital required the company to seek  reorganization  under chapter 11
of the U. S. Bankruptcy Code. The company's bankruptcy plan was confirmed by the
court in June 1999. The plan became effective in August, 1999.

The  liabilities  of the company were reduced but not eliminated by the terms of
the plan of reorganization.  The company emerged with over $2.6 million in notes
payable.  The current balance of notes payable is approximately  $1.0 million at
December 31, 2002.

The company will require additional capital to continue operations.  There is no
assurance  that capital will be available.  This will restrict the growth of the
company.  Management is considering all options including sale, merger,  reverse
merger  or  dissolution  of the  Company.  Any  such  transaction  could  have a
significant impact on current shareholders.

ITEM 7. FINANCIAL STATEMENTS

The  financial  statements  of the Company and  supplementary  data are included
immediately  following the signature page to this report. See Item 13 for a list
of the financial statements and financial statement schedules included.

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

The  Company  has no changes in or  disagreements  with its  accountants  on any
accounting and financial disclosure.


                                                                               7

<PAGE>


                                    PART III

ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

DIRECTORS AND OFFICERS NAME, AGE AND PRINCIPAL EMPLOYMENT FOR PAST FIVE YEARS

Gary Cain,  (46) , is  currently  Chairman  and Chief  Executive  Officer of the
company.

MR. CAIN currently  serves as CEO and Director the PowerHouse as well as several
publicly  traded  companies.  He is an  executive  officer with over 25 years of
management,  leadership and business  experience,  including  business startups,
reorganizations,  mergers  and  acquisitions.  Since  1976,  Mr.  Cain  has been
involved in the design,  development and management of over one hundred thousand
acres of residential  and commercial  property,  over one million square feet of
commercial   developments,   including  office   buildings,   shopping  centers,
apartments,  condominiums, hotels and motels. His responsibilities have included
executive  responsibility  of public  companies,  business  and  marketing  plan
development,  strategic  planning,  finance,  budgeting,  sales  development and
selection and placement of key management  personnel.  He has assisted companies
from  start  up  to  expansion,  including  mergers  and  acquisitions,  capital
structure and finance.

BRUCE M. ARINAGA (41) is currently the President, Secretary and Treasurer of the
Company.

MR. ARINAGA  currently  serves as President of Powerhouse.  Prior to Powerhouse,
Mr.  Arinaga was Managing  Director of Zero-G Capital Fund LLC, a private equity
firm where he  remains a minority  shareholder  and where he was  involved  in a
number of early stage technology and healthcare companies.  From 1997-2000,  Mr.
Arinaga  was  President  of  CrossWater  Capital LLC and  CrossWater  Properties
Corporation,   which  were  involved  in  investments   and  corporate   finance
transactions  in excess of $300 million in  technology,  healthcare  and service
companies,  as well as real estate.  From 1993-1996,  he was President and Chief
Operating  Officer  of an  international  private  investment  company  based in
Vancouver,  B.C.,  where he expanded  the  company's  activities  in  Vancouver,
Toronto,  the United States and Asia. He was  responsible for overseeing over 30
employees  and involved in corporate  private and public  equity and real estate
investments and  developments  with a value exceeding over $800 million.  He was
the second largest  shareholder  of the company.  Prior to that, Mr. Arinaga had
founded Pacific  Alliance Group Ltd., which was involved in over $500 million of
real estate and  corporate  investments  and where he was involved in the IPO of
two companies.  Prior to Pacific  Alliance Group, Mr. Arinaga was Vice President
at Venture Capital Hawaii Ltd. where he was responsible for industrial corporate
acquisitions and venture capital  investments for Japanese  investors.  Prior to
that,  Mr.  Arinaga held senior  positions at  Prudential  Insurance  Company of
America and NHP,  Inc.,  where he was involved in investments  and  acquisitions
exceeding over $1.5 billion.  Mr. Arinaga was also a certified public accountant
with Arthur Young & Company in their  Woodland  Hills,  CA office.  Mr.  Arinaga
holds a  Bachelor  of  Science  in  Business  from the  University  of  Southern
California  and a Masters in Business  Administration  and Finance from New York
University.

WILLIAM H. BURTON (44) is currently the Vice President of the Company.

Mr.  Burton  currently  serves as Vice  President  of  PowerHouse  and heads the
company's division of technology services. Mr. Burton is a technology specialist
with  over 20 years of  experience.  From  1997 to  2002,  he was an  Operations
Manager  and  Project  Manager  for  Bank of  America's  Global,  Corporate  and
Investment Bank, and has experience in managing people,  and supporting  trading
and  clearing  systems.  He was  also  responsible  for  the  consolidation  and
relocation of BankAmerica GCIB and NationsBank Capital Markets clearance systems
from San Francisco,  California to Charlotte, North Carolina. From 1995 to 1997,
Mr. Burton was responsible  for relocating the NationsBank  Capital Markets Back
Office technology  infrastructure from Atlanta to Charlotte.  From 1993 to 1995,
Mr.  Burton  was  part  of a  technical  team  that  designed,  prototyped,  and
implemented  a  complex  workstation  solution  that met the  Commercial  Bank's
business requirements of both Banking Centers and the NationsBank WAN. From 1992
to 1993,  Mr. Burton was an  Information  Analyst with Duke Power.  From 1982 to
1992,  Mr.  Burton held various  Marketing,  Programming,  and Systems  Analysis
positions for International  Business Machines. Mr. Burton received his Bachelor
of Science in Computer Science in 1982 from Virginia Tech. Other  certifications
include Microsoft Certified Product Specialist,  1996, Novell Master CNE (MCNE),
1995, Novell Enterprise CNE (ECNE),  1992, and Novell Certified Netware Engineer
(CNE), 1991.

                                                                               8

<PAGE>


COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT

Based  solely  upon a  review  of  forms  3, 4,  and 5 and  amendments  thereto,
furnished to the Company during or respecting its last fiscal year, no director,
officer,  beneficial owner of more than 10% of any class of equity securities of
the  Company  or any other  person  known to be  subject  to  Section  16 of the
Exchange  Act of 1934,  as  amended,  failed to file on a timely  basis  reports
required by Section  16(a) of the Exchange Act for the last fiscal year or prior
fiscal years.

ITEM 10. EXECUTIVE COMPENSATION

The  following  summary   compensation  table  sets  forth  certain  information
regarding  compensation  paid in each of the Company's  last two fiscal years to
the  Company's  Chief  Executive  Officer  and other  executive  officers  whose
salaries and bonus exceeded $100,000:

SUMMARY COMPENSATION TABLE



Name and Position                          Year        Salary

Daniel H. Scott, Chairman and Chief        2002       $ 98,125
   Executive officer(1)                    2001        225,000




------------------------
(1) Mr. Scott elected to defer payment of $98,125 of the 2002  compensation  and
$225,000  of the 2001  compensation.  These  amounts  were  consolidated  into a
secured note payable to Mr. Scott in June of 2001.  Mr. Scott receives an annual
salary of  $225,000.  The actual  amount of salary paid during 2002 and 2001 was
$0.



                                                                               9

<PAGE>

No bonuses were paid in 2002 or 2001.

DIRECTOR COMPENSATION

There are no  arrangements  pursuant to which  Directors are compensated for any
services provided as a Director.

OPTION GRANTS IN LAST FISCAL YEAR

No options were granted during the years ended December 31, 2002 or 2001.

AGGREGATE OPTION EXERCISES IN LAST YEAR, AND YEAR-END OPTION VALUES

No options were exercised during 2002.

EMPLOYMENT AGREEMENTS

None

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT

The following  table sets forth  information  as of March 31, 1999 regarding the
beneficial  ownership of Common stock of the Company by (i) the directors of the
Company,  (ii) each  executive  named in the  Summary  Compensation  Table  that
appears under "Executive  Compensation-Summary  Compensation  Table," (iii) each
person  who was known by the  Company  to own  beneficially  more than 5% of the
outstanding  shares of Common  Stock of the  Company and (iv) all  officers  and
directors as a group.

Name and address of Beneficial Owner     Number of Shares Owned        Percent
                                                                       of Class

Gary L. Cain                                          7,939,833          37.05%
24165 IH 10 West, Suite 217125
San Antonio, TX 78257

Bruce M. Arinaga
24165 IH 10 West, Suite 217125
San Antonio, TX 78257                                 3,969,917          18.52%

All officers and directors                           11,909,750          55.57%
As a group


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During the fiscal year ended  December  31, 2002,  the Board of  Directors  held
approximately 1 meeting.  The Company does not have a standing audit  committee,
nominating committee or compensation committee.

ITEM 13. EXHIBITS, AND REPORTS ON FORM 8-K

(a) The following documents are filed as part of this report.

                  Financial Statements




                                                                              10

<PAGE>

ITEM 14.  CONTROLS AND PROCEDURES

The  Company's  Chief  Executive   Officer  and  Chief  Financial  Officer  have
concluded,  based on an evaluation  conducted within 90 days prior to the filing
date of this  annual  report  on Form  10-KSB,  that  the  Company's  disclosure
controls and  procedures  have  functioned  effectively  so as to provide  those
officers the information necessary whether:

                  (i) this  annual  report on Form  10-KSB  contains  any untrue
                  statement of a material fact or omits to state a material fact
                  necessary  to  make  the  statements  made,  in  light  of the
                  circumstances  under  which such  statements  were  made,  not
                  misleading  with respect to the period  covered by this annual
                  report on Form 10-KSB, and

                  (ii) the financial statements, and other financial information
                  included in this annual report on Form 10-KSB,  fairly present
                  in all material respects the financial  condition,  results of
                  operations  and cash flows of the Company as of, and for,  the
                  periods presented in this annual report on Form 10-KSB.

There have been no significant  changes in the Company's internal controls or in
other  factors  since  the  date of the  Chief  Executive  Officer's  and  Chief
Financial Officer's  evaluation that could  significantly  affect these internal
controls,   including  any  corrective   actions  with  regards  to  significant
deficiencies and material weaknesses.





                                                                              11

<PAGE>



 3. Exhibits

         The following exhibits are included as part of this report:

Exhibit
Number                                   Exhibit
2.1      (1) Articles of Amendment to Articles of Incorporation of the Company.
2.2      (1) Articles of Amendment to Articles of Incorporation of the Company.
2.3      (1) Articles of Amendment to Articles of Auto N Corporation.
2.4      (1) Articles of Amendment to Articles of MacTay Investments Co.

2.5      (1) Articles of Incorporation of MacTay Investments Co.
2.6      (1) Bylaws of the Company.
6.20     (1) Financing,  Royalty and Licensing agreement with Bingo Technologies
         Corporation, dated February 9, 1998.
99.1     Sarbanes-Oxley certification
99.2     Sarbanes-Oxley certification



(1) Documents  previously filed and incorporated by reference  herein,  the same
numbered exhibit to Registrant's  Registration  Statement on Form 10-SB filed on
January 16, 1997.

(b) Sales of unregistered securities during the past year were filed pursuant to
8-K on the  following  dates:  none.  The U S Bankruptcy  Court  authorized  the
issuance of 25 million  shares on the  effective  date of the  bankruptcy  plan,
August 19, 1999.

(c) The exhibits listed under Item 14(a)(3) are incorporated by reference.

(d) No financial  statement schedules required by this paragraph are required to
be filed as a part of this form.

                                   SIGNATURES

Pursuant to the  requirements of section 13 or 15(d) of the Securities  Exchange
Act of 1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, hereunto duly authorized.

                        ADVANCED GAMING TECHNOLOGY, INC.




Dated: April 15, 2003             By /s/ Gary L. Cain
       ---------------            -------------------------------------
                                  President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities indicated on this 15th day of April, 2003.



Signatures                                 Title


/s/ Gary L. Cain,
------------------
    Gary L. Cain                           Chairman and Director
                                           (Principal Executive and
/s/ Bruce M. Arinaga                       Accounting Officer)
--------------------
    Bruce M. Arinaga                       Director,
                                           President, Secretary and Treasurer






                                                                              12

<PAGE>



 CERTIFICATIONS

         I, Gary Cain, certify that:

         1.       I have  reviewed this annual report on Form 10-KSB of Advanced
                  Gaming Technology, Inc.;

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

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

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

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

         B)       evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing  date of this  quarterly  report  (the  "evaluation
                  date"); and

         C)       presented in this quarterly  report our conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the evaluation date;

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

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

         B)       any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal controls.

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

Date: April 15, 2003

/s/ Gary Cain
--------------------
    Gary Cain
    Chief Executive Officer (or equivalent thereof)


                                                                              13

<PAGE>


         I, Gary Cain, certify that:

         1. I have reviewed this annual report on Form 10-KSB of Advanced Gaming
Technology, Inc.;

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

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

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

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

         B)       evaluated the  effectiveness  of the  registrant's  disclosure
                  controls and  procedures  as of a date within 90 days prior to
                  the filing  date of this  quarterly  report  (the  "evaluation
                  date"); and

         C)       presented in this quarterly  report our conclusions  about the
                  effectiveness of the disclosure  controls and procedures based
                  on our evaluation as of the evaluation date;

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

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

         B)       any fraud,  whether or not material,  that involves management
                  or  other  employees  who  have  a  significant  role  in  the
                  registrant's internal controls.

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

Date: April 15, 2003

/s/ Gary Cain
----------------
    Gary Cain
    Chief Financial Officer (or equivalent thereof)





                                                                              14

<PAGE>




                          INDEX TO FINANCIAL STATEMENTS



Independent Auditors' Report................................................F-2

Consolidated Balance Sheets.................................................F-3

Consolidated Statements of Operations.......................................F-4

Consolidated Statements of Stockholders' Equity (Deficit)...................F-5

Consolidated Statements of Cash Flows.......................................F-6

Notes to Consolidated Financial Statements..................................F-7











                                      F-1

<PAGE>

               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


Board of Directors
Advanced Gaming Technology, Inc.


We have audited the accompanying  consolidated balance sheets of Advanced Gaming
Technology,  Inc. and  subsidiaries  as at December  31, 2002 and 2001,  and the
consolidated statements of operations, stockholders' deficit, and cash flows for
the years then ended.  These financial  statements are the responsibility of the
Company's  Management.  Our  responsibility  is to  express  an opinion on these
financial statements based on our audits.

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

In our opinion,  the financial  statements  referred to above present fairly, in
all material  respects,  the financial  position of Advanced Gaming  Technology,
Inc. and  subsidiaries as of December 31, 2002 and 2001 and the results of their
operations,  and their cash flows for the years  then ended in  conformity  with
accounting principles generally accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going concern. As shown in the financial  statements,
the  Company  incurred  a net  loss  of  $411,670  for  2001  and  has  incurred
substantial net losses in recent years.  These factors,  and the other discussed
in Note 8, raise  substantial doubt about the Company's ability to continue as a
going concern.  The financial statements do not include any adjustments relating
to the  recoverability and classification of recorded assets, or the amounts and
classification  of liabilities  that might be necessary in the event the Company
cannot continue in existence.

Respectfully submitted,

/s/ Robison, Hill & Co.
-----------------------------
    Robison, Hill & Co.
    Certified Public Accountants

Salt Lake City, Utah
April 15, 2003






                                      F-2


<PAGE>

<TABLE>

<CAPTION>

                        ADVANCED GAMING TECHNOLOGY, INC.
                           CONSOLIDATED BALANCE SHEETS
                            Years Ended December 31,



                                                                   2002             2001
                                                                -----------    -----------
<S>                                                             <C>            <C>

                                 ASSETS
CURRENT ASSETS
   Cash and equivalents                                         $    10,759    $    45,709
   Short-term loans - related party                                   5,331              0
   Investment in marketable equity securities                        11,500              0
   Prepaid expenses                                                       0          1,000
                                                                -----------    -----------

          Total current assets                                       27,590         46,709
                                                                -----------    -----------

PROPERTY AND EQUIPMENT
   Furniture, fixtures and equipment, net                             1,187         66,862
                                                                -----------    -----------

          Total property and equipment                                1,187         66,862
                                                                -----------    -----------

Total Assets                                                    $    28,777    $   113,571
                                                                ===========    ===========

             LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES
   Accounts payable and accrued liabilities                     $    14,148    $    10,000
   Notes payable                                                  1,025,332      1,367,424
                                                                -----------    -----------

          Total current liabilities                               1,039,480      1,377,424
                                                                -----------    -----------

Total Liabilities                                                 1,039,480      1,377,424

STOCKHOLDERS' EQUITY (DEFICIT)
   Preferred stock-10% cumulative, $0.10 par value, 4,000,000
      authorized; 0 issued and outstanding                                0              0
   Common stock, $0.005 par value, 150,000,000 authorized;
      21,430,587 issued and outstanding                             107,153        107,153
   Additional paid-in capital                                             0              0
   Accumulated comprehensive income                                   2,500              0
   Accumulated deficit                                           (1,120,356)    (1,371,006)
                                                                -----------    -----------

          Total stockholders' equity (deficit)                   (1,010,703)    (1,263,853)
                                                                -----------    -----------

Total Liabilities and Stockholders' Equity (Deficit)            $    28,777    $   113,571
                                                                ===========    ===========

</TABLE>


The accompanying notes are an integral part of the financial statements.


                                      F-3

<PAGE>


<TABLE>

<CAPTION>

                        ADVANCED GAMING TECHNOLOGY, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                            Years Ended December 31,



                                                             2002           2001
                                                       ------------    ------------
<S>                                                    <C>             <C>

REVENUES                                               $          0    $     87,184

OPERATING EXPENSES
   Salaries                                                  98,125         225,000
   Depreciation                                              66,970          82,638
   Other operating expenses                                  24,491          39,011
                                                       ------------    ------------

          Total operating expenses                          189,586         346,649
                                                       ------------    ------------

Operating income (loss)                                    (189,586)       (259,465)
                                                       ------------    ------------

OTHER INCOME (EXPENSE)
   Interest income                                                0           9,959
   Interest expense                                         (97,292)        (83,986)
   Equity in earnings of affiliate                                0         (78,178)
   Gain from lawsuit settlement                              17,500               0
   Gain on forgiveness of debt                              520,026               0
                                                       ------------    ------------

          Total other income (expense)                      440,234        (152,205)
                                                       ------------    ------------

Net income (loss)                                           250,648        (411,670)
                                                       ------------    ------------

OTHER COMPREHENSIVE INCOME (LOSS)
   Marketable equity securities holding gain                  2,500               0
                                                       ------------    ------------

          Total other comprehensive income (loss)             2,500               0
                                                       ------------    ------------

Comprehensive income (loss)                            $    253,148    $   (411,670)
                                                       ============    ============

Net income (loss) per common share, basic              $       0.01    $      (0.02)
                                                       ============    ============
Weighted average number of common shares outstanding     21,430,587      21,430,587
                                                       ============    ============

</TABLE>


The accompanying notes are an integral part of the financial statements.

                                      F-4

<PAGE>

<TABLE>

<CAPTION>

                        ADVANCED GAMING TECHNOLOGY, INC.
            CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)



                                                                                                                         TOTAL
                                               NUMBER                  ADDITIONAL     ACCUMULATED                    STOCKHOLDERS'
                                                 OF         COMMON      PAID-IN      COMPREHENSIVE      RETAINED        EQUITY
                                               SHARES        STOCK      CAPITAL         INCOME          EARNINGS       (DEFICIT)
                                             ------------ ------------------------- ---------------- --------------- --------------
<S>                                          <C>          <C>         <C>           <C>              <C>             <C>

BEGINNING BALANCE,
December 31, 1999                            25,000,000   $125,000    $0            $0               $(394,895)      $(269,895)

Net loss                                     0            0           0             0                (564,441)       (564,441)
                                             ------------ ------------------------- ---------------- --------------- --------------

BALANCE, December 31, 2000                   25,000,000   125,000     0             0                (959,336)       (834,336)

Cancellation of reserved shares              (3,569,413)  (17,847)    0             0                0               (17,847)
Net loss                                     0            0           0             0                (411,670)       (411,670)
                                             ------------ ------------------------- ---------------- --------------- --------------

BALANCE, December 31, 2001                   21,430,587   107,153     0             0                (1,371,006)     (1,263,853)

Other comprehensive income (loss)            0            0           0             2,500            0               2,500
Net income                                   0            0           0             0                250,648         250,648
                                             ------------ ------------------------- ---------------- --------------- --------------

ENDING BALANCE, December 31, 2002            21,430,587   $107,153    $0            $2,500           $(1,120,358)    $(1,010,705)
                                             ============ ========================= ================ =============== ==============


</TABLE>







The accompanying notes are an integral part of the financial statements.

                                      F-5

<PAGE>

<TABLE>

<CAPTION>

                        ADVANCED GAMING TECHNOLOGY, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                            Years Ended December 31,



                                                                        2002         2001
                                                                     ---------    ---------
<S>                                                                  <C>          <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                                    $ 250,648    $(411,670)
Adjustments to reconcile net income to net cash provided by operating
activities:
   Depreciation and amortization                                        66,970       82,638
   Loss from earnings of affiliate                                           0       78,178
   Cancellation of reserve for common stock                                  0      (17,847)
   Gain on forgiveness of debt                                        (520,026)           0
Changes in operating assets and liabilities:
   (Increase) decrease in inventory                                          0       20,000
   (Increase) decrease in prepaid expenses                               1,000            0
   Increase (decrease) in accounts payable and accrued liabilities     102,291      153,121
   (Increase) decrease in accrued interest                              97,292            0
                                                                     ---------    ---------

Net cash provided (used) by operating activities                        (1,825)     (95,580)
                                                                     ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                   (1,294)     (23,747)
   Short-term loan extended                                            (10,000)           0
   Short-term loan repaid                                               10,000            0
   Short-term loan to related party extended                           (11,832)           0
   Short-term loan to related party repaid                               6,500            0
   Investment in marketable equity securities                           (9,000)           0
                                                                     ---------    ---------

Net cash provided (used) by investing activities                       (15,626)     (23,747)
                                                                     ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds received from debt and notes                                     0            0
   Repayment of debt and notes                                         (17,500)      (6,771)
                                                                     ---------    ---------

Net cash provided (used) by financing activities:                      (17,500)      (6,771)
                                                                     ---------    ---------

Net increase (decrease) in cash and equivalents                        (34,951)    (126,098)

CASH and equivalents, beginning of period                               45,709      171,807
                                                                     ---------    ---------

CASH and equivalents, end of period                                  $  10,758    $  45,709
                                                                     =========    =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Payment of interest in cash                                          $       0    $  35,451
                                                                     =========    =========

</TABLE>




The accompanying notes are an integral part of the financial statements.

                                      F-6


<PAGE>



                        ADVANCED GAMING TECHNOLOGY, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(1) SUMMARY OF SIGNIFICANT ACCOUNT POLICIES
         THE COMPANY The Company was incorporated under the laws of the State of
         Wyoming in 1963  under the name of MacTay  Investment  Co. The  Company
         changed  its name to Advanced  Gaming  Technology,  Inc.  in 1991.  The
         Company's executive offices are located in San Antonio,  Texas where it
         is principally  engaged in the  development and marketing of technology
         for the casino and hospitality industry.

         The  financial   statements  have  been  prepared  in  conformity  with
         accounting  principles  generally  accepted  in the United  States.  In
         preparing  the  financial  statements,  management  is required to make
         estimates and  assumptions  that effect the reported  amounts of assets
         and liabilities and disclosure of contingent  assets and liabilities as
         of the dates of the balance sheets and statements of operations for the
         years then  ended.  Actual  results  may differ  from these  estimates.
         Estimates  are  used  when  accounting  for  allowance  for bad  debts,
         collectibility   of  accounts   receivable,   amounts  due  to  service
         providers,   depreciation,   litigation  contingencies,  among  others.
         Certain   reclassifications  have  been  made  in  the  2001  financial
         statements to conform with the 2002 presentation.

         A  summary  of  the  significant  accounting  policies  applied  in the
         preparation of the accompanying financial statements is as follows:

         A) PRINCIPLES OF CONSOLIDATION  The consolidated  financial  statements
         include the  accounts  of  Advanced  Gaming  Technology,  Inc.  and its
         wholly-owned  subsidiaries,   Executive  Video  Systems,  Inc.,  Palace
         Entertainment  Limited,  Prisms,  Inc.,  Pleasure  World  Ltd.,  Prisms
         (Bahamas)   Ltd.,  and  A.G.T.   Acceptance   Corp.   All   significant
         intercompany accounts and transactions have been eliminated.

         B) CASH  EQUIVALENTS  The  Company  considers  all highly  liquid  debt
         instruments  equivalents.  At times  during  any  year,  there may be a
         concentration  of cash at any one  bank  or  financial  institution  in
         excess of insurance limits.

         C) FIXED ASSETS Property and equipment is stated at cost.  Depreciation
         is computed on the straight-line  method, based on the estimated useful
         lives of the assets of generally three to five years.  Expenditures for
         maintenance  and repairs are charged to operations  as incurred.  Major
         overhauls and  improvements  are capitalized and depreciated over their
         useful lives. Upon sale or other disposition of property and equipment,
         the  cost and  related  accumulated  depreciation  or  amortization  if
         removed  from the  accounts,  and any gain or loss is  included  in the
         determination of income or loss.

         D) NET  INCOME  (LOSS) PER COMMON  SHARE,  BASIC Net income  (loss) per
         share is computed by dividing  the net income by the  weighted  average
         number of shares  outstanding  during the period. Net income per share,
         diluted,  is not presented,  as no potentially  dilutive securities are
         outstanding.

(2) INCOME TAXES Deferred income taxes  (benefits) are provided for certain
         income and expenses which are  recognized in different  periods for tax
         and financial  reporting  purposes.  The Company had net operating loss
         carryforwards  for income tax  purposes  of  approximately  $1,143,000,
         expiring at various dates from December 31, 2008 and December 31, 2021.
         A loss  generated  in a  particular  year will  expire for  federal tax
         purposes if not utilized  within  fifteen years.  The Internal  Revenue
         Code contains  provisions  that would reduce or limit the  availability
         and  utilization of these net operating loss  carryforwards  if certain
         ownership changes have been or will be taking place .In accordance with
         SFAS No. 109, a valuation  allowance is provided when it is more likely
         than not that all or some portion of the deferred tax asset will not be
         realized.   Due  to  the  uncertainty  with  respect  to  the  ultimate
         realization  of the  loss  carryforwards,  the  Company  established  a
         valuation  allowance  for the entire net  deferred  income tax asset of
         $457,000 as of December 31, 2002.


                                      F-7

<PAGE>

                        ADVANCED GAMING TECHNOLOGY, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(3) STOCKHOLDERS' EQUITY The company has authorized 150,000,000 shares of $0.005
         par  value  common  stock  and  4,000,000  shares  of $0.10  par  value
         preferred  stock,  with 21,430,587 and 0 shares issued and outstanding,
         respectively.  Rights and  privileges of the preferred  stock are to be
         determined by the Board of Directors prior to issuance.

(4) CHANGE IN CONTROL On June 12,  2002,  PowerHouse  Management,  Inc.,  of San
         Antonio,   Texas,  purchased   approximately  56%  of  the  issued  and
         outstanding  shares of common stock of the  Company.  At the same time,
         all former officers and directors resigned after electing new directors
         who appointed new officers.

(5) NOTES PAYABLE Notes payable consist of the following:
                                                        2002          2001
                                                    ------------  -------------

Note payable, interest at 9%, due in monthly
payments of $6,200  beginning March 1, 2000.
The note is due in July of 2006. The note is
convertible  into common  stock at a rate of
$0.53 per share.                                    $1,025,332      $940,939

Note  payable,  interest  at prime  plus 2%,
payable  to an officer  of the  company  and
secured by all assets of the company.                        0       426,485
                                                    ------------  -------------

Net long-term debt                                  $1,025,332    $1,367,424
                                                    ============  =============


         As part and parcel to the change in control,  (see Note 4), the officer
         owed the note  payable  agreed to forgive  all but $40,000 of his note.
         His note had  included  accrued  salary  and  accrued  interest.  These
         amounts were accrued up to the date of the change of control,  June 12,
         2002. As a result,  the Company recognized a gain on the forgiveness of
         debt of $497,526.

(6) COMMITMENTS AND  CONTINGENCIES  The Company filed for  reorganization  under
         Chapter 11 of the US Bankruptcy Code in Las Vegas, Nevada on August 26,
         1998.  Under Chapter 11, certain claims against the Debtor in existence
         prior to the  filing of the  petitions  for  relief  under the  Federal
         Bankruptcy  Laws  are  stayed  while  the  Debtor  continues   business
         operations as Debtor-in-possession.  These claims were reflected in the
         March 31, 1999 balance sheet as  "liabilities  subject to  compromise".
         The bankruptcy plan was approved June 29, 1999 and became  effective on
         August 19,  1999.  On February 15, 2000,  the  Bankruptcy  Court in the
         District of Las Vegas approved the final decree of the Company  closing
         the Chapter 11 bankruptcy case of the Company.

         Pursuant  to  the  plan,   obligations   to  secured   creditors   were
         renegotiated.  All  remaining  liabilities  of the  Company  were fully
         satisfied  through  issuance of new common stock.  Unsecured  creditors
         received  1.88  shares of new  common  stock for each  $1.00 of allowed
         claim.  The Company  issued  25,000,000  shares of new common  stock in
         conjunction  with the plan.  The existing  common stock was  cancelled.
         Existing  shareholders  of the company on the effective date received 1
         share of new common stock for each 66 shares of common stock  currently
         owned.  Approximately  21,000,000  shares  were  issued  to  creditors,
         existing  shareholders  and new investors.  A reserve of  approximately
         4,000,000 shares if maintained for additional allowed claims.

                                      F-8

<PAGE>

                        ADVANCED GAMING TECHNOLOGY, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



(7) REORGANIZATION ACCOUNTING The Company accounted for the reorganization using
         fresh-start  reporting.  Accordingly,  all assets and liabilities  were
         restated to reflect their reorganization value, which approximates fair
         value at the date of reorganization.

(8) GOING CONCERN The  accompanying  financial  statements have been prepared in
         conformity with accounting  principles generally accepted in the United
         States, which contemplates the Company as a going concern. However, the
         Company has sustained  substantial operating losses in recent years and
         has used substantial amounts of working

(8) GOING CONCERN (CONTINUED) capital in its operations.  Realization of a major
         portion of the assets  reflected on the  accompanying  balance sheet is
         dependent upon continued  operations of the Company which,  in turn, is
         dependent upon the Company's ability to meet its financing requires and
         succeed in its future  operations.  Management  believes  that  actions
         presently  being taken to revise the Company's  operating and financial
         requirements  provide  them with the  opportunity  for the  Company  to
         continue as a going concern.  As the Company now has no operations,  it
         is evaluating the options available to it.

(9) FIXED ASSETS  Subsequent  to the change in control,  the Company  elected to
         write off the undepreciated value of its fixed assets. As a result, the
         Company  recorded  $36,862 in  depreciation  in excess of the  previous
         $15,000 per  quarter.  In addition,  the Company  intends to dispose of
         these fixed assets, which it believes have no value.

(10) MARKETABLE EQUITY  SECURITIES In the fourth quarter,  the Company purchased
         shares of an OTC: BB listed  company as a short-term  investment in the
         amount of $9,000. These shares were worth $11,500 at December 31, 2002.

(11) SHORT-TERM LOANS TO RELATED PARTIES In September 2002, the Company extended
         two short-term  loans to related parties totaling  $11,832.  $6,500 was
         repaid in December  2002.  These loans are demand  loans with no stated
         interest rate.








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