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, 1999

                                       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  000-21991______

                        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.)

                     P  O  Box  46855,  Las  Vegas,  Nevada  89114  (Address  of
               principal executive offices)(Zip code)

Issuer's telephone number             (702) 227-6578

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

Securities registered under Section 12(g) of the Act:

                          Common Stock Par Value $.005

                                (Title of Class)

                                        1

 <PAGE>

     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: 21
                                                          Exhibit Index Page: 20



     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]


     State issuer's revenues for its most recent fiscal year: $ 789,788


     As of January 31, 2000,  there were 25,000,000  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  $3,208,812  computed at the average bid and asked price as of
January 31, 2000.

                         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





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                                TABLE OF CONTENTS

Item Number and Caption                                                     Page


PART I

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

Item 2 Description of Property...............................................11

Item 3 Legal Proceedings.....................................................11

Item 4 Submission of Matters to a Vote of Security Holders...................13

PART II

Item 5 Market for Common Equity and Related Stockholder Matters..............13

Item 6 Management's Discussion and Analysis or Plan of Operations ...........14

Item 7 Financial Statements..................................................16

Item 8 Changes in and Disagreements with Accountants on Accounting and
       Financial Disclosure..................................................16

PART III

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

Item 10 Executive Compensation...............................................17

Item 11 Security Ownership of Certain Beneficial Owners and Management.......19

Item 12 Certain Relationships and Related Transactions.......................19

Item 13 Exhibits and Reports on form 8-K ....................................20


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                                     PART I

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                         ITEM I DESCRIPTION OF BUSINESS

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GENERAL

     Advanced Gaming Technology, Inc., a Wyoming corporation (the "Company"), is
A provider of technology  to the casino and  hospitality  industry.  The company
formed  TravelSwitch.com,  a global Internet travel service provider in January,
2000. The company also, markets  electronic bingo Systems.  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 was  incorporated  pursuant to the laws of the state of Wyoming
on November 20, 1963,  under the name "MacTay  Investment Co." On June 19, 1987,
the Company  changed its name to "Auto N  Corporation."  On April 22, 1991,  the
Company  changed its name again to "Advanced  Gaming  Technology,  Inc." when it
acquired all of the assets and certain  liabilities  of Selectro  Vision Ltd., a
California corporation, in exchange for 1,359,000 shares of the Company's common
stock, $.005 par value per share (the "Common Stock").

     The Company has the following  wholly owned  subsidiaries:  Executive Video
Systems, Inc., a Maryland corporation  ("Executive Video"), Palace Entertainment
Limited,   a  company   organized   under  the  laws  of  the   British   Virgin
Islands("Palace"),   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,  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 owns twenty two percent
of TravelSwitch, LLC, a Nevada Limited Liability Company.

     Executive  Video prior to the merger with the Company,  supplied five bingo
locations.

     Palace  Entertainment,  an inactive company was organized in August 1996 to
be a joint venture  partner with various  entities in China for the operation of
entertainment centers in China, none of which materialized.

     Branson  and its  wholly-owned  subsidiaries  are  have no  assets  and are
currently  inactive.  These  entities have either been  liquidated or are in the
process of being liquidated at December 31, 1999.

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<PAGE>

     Prisms,  Inc. and Prisms (Bahamas) Ltd., formerly owned several patents and
undeveloped games. Prisms, Inc. currently has no assets.

     TravelSwitch, LLC is a global Internet travel service provider.

     The principal office of the Company is located in Las Vegas, Nevada.

     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 incurred net losses of $394,895,  $3,628,887,
and  $9,575,512  for the fiscal years ended  December  31, 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 with establishing any new 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.  Since the
Company's  formation,  it has funded its  operations  and  capital  expenditures
primarily through private placements of debt and equity securities.  The company
raised  $1,000,000 in  conjunction  with the  reorganization  effort through new
investment and settlement of outstanding litigation.  Should the Company require
additional financing in the future there can be no assurance that such financing
will be available at all or available on terms acceptable to the Company.

     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
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."

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<PAGE>

     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.

     TRADEMARK AND PATENT  PROTECTION.  The Company  relies on a combination  of
patent,  copyright and trademark law and technical  security measures to protect
certain  products.   Notwithstanding  these  safeguards,   it  is  possible  for
competitors  of the  Company  to imitate it  products.  Furthermore,  others may
independently develop products similar or superior to those developed or planned
by the Company.  While the Company may obtain patents with respect to certain of
its  products,  the Company  may not have  sufficient  resources  to defend such
patents;  such patents may not afford all necessary  protection and  competitors
may develop  equivalent or superior products that may not infringe such patents.
See "Business - Patents and Trademarks."

PRODUCTS

INVESTMENT IN TRAVELSWITCH.COM

     In January,  2000 the company  formed  TravelSwitch.com  to provide  travel
services on the  Internet.  The company  teamed  with  seasoned  Las Vegas hotel
veterans to  specialize  initially in the Las Vegas market  through the INTERNET
ADDRESS  WWW.777LASVEGAS.COM The Las Vegas site will provide hotel reservations,
airfare,  car rentals and other services.  TravelSwitch.com  expects to become a
major  source  for  inbound  Las  Vegas  travelers  by  also  offering   dining,
entertainment, events and gaming information. Customers will be able to find any
information  related to their upcoming Las Vegas visit.  Management believes the
site will drive substantial room reservations for the Las Vegas market.

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<PAGE>

     Las Vegas is the largest  hotel  visitor  market in the  country  with over
120,000 rooms. The Las Vegas casinos  typically attain occupancy levels above 90
percent. The addition of new properties including, Bellagio, Mandalay Bay, Paris
and  The  Venetian  have  driven   increased   visitor  volume  to  the  market.
TravelSwitch.com  expects to gain a reasonable market share of inbound Las Vegas
visitor traffic.

     TravelSwitch.com  has entered into a relationship with  Hotelguide.com that
will   bolster   the   marketing   efforts  OF  THE  GLOBAL   INTERNET   ADDRESS
WWW.TRAVELSWITCH.COM.  Hotelguide.com  publishes  the popular  publication  "The
Hotel Guide", a directory with information on over 60,000 hotels Worldwide.  The
directory is now  available on CD-ROM for  consumers  and travel  professionals.
Reservations  can be made by  accessing  the  Internet  with one click  from the
CD-ROM.

Advanced Gaming Technology has a twenty two percent interest in this new entity.
The company  does not incur  additional  expenses  from the  operations  of this
entity.

MAX BINGO SYSTEMS

     The Company's MAX Bingo Systems currently include three different products:

     [i] MAXPLUS. The MAXPLUS is a fixed based Electronic Bingo System.  MAXPLUS
is designed to increase  bingo  revenue at bingo  halls,  reduce  administration
costs and increase the excitement of play. MAXPLUS gives players the opportunity
to electronically play up to 300 bingo cards  simultaneously.  In addition,  the
System tracks  necessary  financial and  analytical  information  by providing a
fully integrated accounting package.

     [ii] MAXLITE. The MAXLITE Bingo system is a portable,  hand-held electronic
bingo unit that allows  users to play up to 300 bingo  cards per game.  The unit
offers many of the  advantages of the MAXPLUS  system in a lightweight  wireless
package.

     [iii] TurboMAX.  TurboMAX is a pari-mutuel electronic bingo system that has
five  progressive  jackpots  with  five  different  patterns  for each  game.  A
percentage of player purchases can be allocated toward a jackpot, which allows a
jackpot to be offered on every game.  This  high-speed  bingo game can be played
every 45 to 60 seconds.

     In February, 1998 the Company executed a Financing,  Licensing, and Royalty
agreement with a major competitor,  Bingo Technologies Corporation ("BTC"). This
agreement  granted BTC the exclusive  right to sell,  market,  manufacture,  and
distribute  the MAXPLUS and TurboMAX  products in the United States for a period
of five years. This agreement  produced a one-time  licensing fee of $1,500,000,
and was to generate  royalties of 15% based on the gross  revenues  generated by
BTC from marketing these products. The royalty amount was in dispute at December
31, 1998. In January of 1999 BTC was acquired by Gametech International, another
competitor.  Gametech  continued to dispute the amount of royalty payments.  AGT
filed  suit  regarding  the  issue in June  1999.  In July of 1999  the  parties
resolved  the  dispute.  In  settlement,  Gametech  made a one time  payment  of
$850,000 to AGT. Gametech was allowed to retain and operate existing MAXPLUS and
Turbo MAX  locations.  AGT  re-acquired  the  rights to these  products  for the
future.  In  clarification  of an existing  patent license  between the parties,
Gametech was granted an non-exclusive license to the AGT patents.

                                       7
<PAGE>

OTHER PRODUCTS

     The company has considered development of two additional
products known as Sonic Bingo and PartiMAX.  The company is currently evaluating
the cost involved to complete development. These projects will not proceed until
a market analysis is performed to determine the potential  return on investment.
The company may decide to abandon these  efforts if the market  potential is not
sufficient.

     Sonic  Bingo is a  high-stakes  electronic  speed  bingo unit that uses the
Company's  TurboMAX   software,   and  is  capable  of  playing  multiple  cards
simultaneously in sixty (60) second  intervals.  This system is capable of being
networked  throughout gaming halls as well as on a wide area basis,  (subject to
regulatory approvals).

     Parti MAX is a hand held unit designed for use in the United  Kingdom.  The
unit,   although  similar  in  concept  to  the  MAXLITE  requires   significant
development  cost to design and produce.  The United Kingdom was identified as a
new market for a portable unit since no portable electronic bingo systems are in
use. The U. K. bingo market there is considered substantial.


SALES AND MARKETING

     MAX Bingo  Systems are leased to  distributors  or directly to bingo halls.
The Company's MAX Bingo Systems complement paper-based bingo play.

     TARGET MARKETS. Native American,  charity, military, casino and cruise line
bingo operations are considered by the Company to be prospective markets for the
Company's  electronic  bingo  systems.  Currently,  the Company is focusing  its
marketing efforts on the Native American and charity markets.

     MARKET SEGMENTS. The key segments of the bingo market are as follows:

     HIGH STAKES  NATIVE  AMERICAN  BINGO.  There are  presently  over 200 bingo
operations  located on Native  American  reservations  in the United  States and
Canada. It is believed that the largest bingo games in the United States are run
on Native American  reservations.  The bingo halls located on these reservations
typically seat between 300 and 2,000 players. Bingo games are conducted three to
seven days per week, playing up to 28 bingo sessions per week.

     CHARITY  BINGO.  Charity bingo sessions are conducted on a regular basis by
parochial,  private and public schools, churches, and other organizations across
the  United  States  and  Canada.  Although  this is a major  market  source for
electronic  systems,  many of these  operations  are too small to  consider  for
permanent electronic installations.

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<PAGE>

REAL ESTATE HOLDING

     The company currently owns 170 acres of undeveloped  property near Branson,
Missouri.  The  Company is  attempting  to sell the  property.  The  property is
security  for a first  trust  deed of $1.75  million  and a second  mortgage  of
$884,000. During March 2000, the Company exchanged the property in settlement of
the $1.75 million Note.

NATIVE AMERICAN BINGO OPERATIONS

     THE INDIAN GAMING  REGULATORY ACT. IGR classifies  games that may be played
on  Native  American  land  into  three  categories.  Class  I  gaming  includes
traditional Native American social and ceremonial games and is regulated only by
the tribes.  Class II gaming includes  bingo,  pull tabs,  lotto,  punch boards,
instant bingo,  certain card games played under limited  circumstances and other
games  similar  to bingo if those  games are played at the same  location  where
bingo is played.  Class III gaming  consists of all forms of gaming that are not
Class I or Class II, such as video casino games, slot machines, most table games
such as black jack, craps and keno. Generally,  Class II gaming may be conducted
on Native American lands if the state in which the Native  American  reservation
is located  permits such gaming for any purpose by any person.  Class III gaming
may only be conducted  pursuant to a compact reached between the Native American
tribe and the state in which the tribe is located.

GOVERNMENT REGULATION

     In the United  States,  bingo is legal in the  District of Columbia and all
states,  except  Utah and  Hawaii.  In 46 of those  states,  it must be operated
either by, or in association with, a not-for-profit organization. The two states
where it may be played under private ownership for profit are Nevada and certain
parts of Maryland. In any of the 48 states where bingo and other forms of gaming
are legal,  bingo may be played on tribal lands under tribal  ordinance and with
licensing approval by the tribes without state regulation. In each of the states
where bingo is legal, the opening and operation of a game requires a license. In
some states licensing is controlled at the state level and in other states it is
controlled  and issued at the local level.  Some states have formed and maintain
formal gaming  commissions.  In several states, the gaming  commissions  require
that  distributors,  manufacturers and suppliers of bingo products and equipment
as well as their sales  representative  obtain licenses.  State  regulations may
limit the amount of  revenues  that the Company  can  generate  by limiting  the
number of  sessions,  revenues per  session,  number of  locations  which may be
operated,  or other matters. The application for administrative  approval by the
Nevada Gaming Control Board to market and operate the Company's electronic bingo
systems was filed to obtain access to the Nevada market. The Company is licensed
in Alaska, Mississippi, Nevada, Texas, Kentucky, Ohio, Virginia and Wisconsin.

     The state and local laws in the United States that 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 restricting the manufacture,  distribution or
use of some or all of the Company's products, the Company's present and proposed
business could be adversely affected.

                                       9
<PAGE>

     Under IGR certain  types of gaming  activities  are  classified as Class I,
Class II or Class  III.  Class I gaming  includes  traditional  Native  American
Social and ceremonial games and is regulated only by the tribes. Class II gaming
includes bingo,  pull-tabs,  lotto,  punch boards,  instant bingo,  certain card
games played under  limited  circumstances  and other games  similar to bingo if
those games are played at the same  location  where  bingo is played.  Class III
gaming consists of all forms of gaming that are not Class I or Class II, such as
video casino games,  slot machines,  most table games such as black jack,  craps
and keno.  Generally,  Class II gaming may be conducted on Native American lands
if the state in which the Native  American  reservation is located  permits such
gaming for any purpose by any person.  Class III gaming,  on the other hand, may
only be  conducted  pursuant to a compact  reached  between the Native  American
tribe and the state in which the tribe is located.  The Company's  business will
be impacted based upon how its products are ultimately classified.

COMPETITION

     As the company  pursues new  technology  and new sources of revenue,  it is
likely that competition  will exist in these areas of interest.  Management will
weigh the market potential of new products taking into consideration all factors
including existing or potential competition.

     The company's  investment  in  TravelSwitch.com  is subject to  substantial
competition in the global  Internet travel  industry.  Travel  reservations  and
services is among the fastest growing segments of electronic commerce.

     The Company  believes it has five main  competitors  for  electronic  bingo
systems,  all of which  have  substantially  greater  financial,  marketing  and
technological  resources than the Company.  In addition,  since electronic bingo
comprises  only a very small segment of the  industry,  it is  conceivable  that
there will be new products  and new  companies  entering  this area of business.
Notwithstanding  this, the Company will continue to pursue a meaningful share of
the electronic bingo market.

PATENTS AND TRADEMARKS

     The Company relies on a combination of patent, trade secret,  copyright and
trademark  law,  nondisclosure  agreements  and technical  security  measures to
protect its  products.  Notwithstanding  these  safeguards,  it is possible  for
competitors of the Company to imitate its products.

     Furthermore,  others may independently develop products similar or superior
to those  developed  or planned by the  Company.  While the  Company  may obtain
patents  with  respect to  certain of its  products,  the  Company  may not have
sufficient  resources  to defend such  patents,  such patents may not afford all
necessary protection and competitors may develop equivalent or superior products
which may not infringe such patents.

                                       10
<PAGE>

RESEARCH AND MARKET DEVELOPMENT

     As a technology  company there will likely be expenditures for research and
development  in the future to bring new  products to market.  There were no such
expenditures  during the year ended December 31, 1999 due to the  reorganization
proceedings and a general shortage of working capital.  Research and development
expenses of $279,059 were incurred during 1998 prior to the bankruptcy filing.

EMPLOYEES

     As of February 1, 2000,  the Company had 1 employee.  This employee was not
represented by a labor union.

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                         ITEM 2. DESCRIPTION OF PROPERTY
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     The Company's principal executive offices are located in Las Vegas, Nevada.
The offices were relocated from Vancouver, British Columbia during 1998.

     The company owns 170 acres of undeveloped  land in Branson,  Missouri.  The
property  has been pledged to secure the  repayment  of a promissory  note in an
aggregate principal amount of $1,750,000,  bearing interest at nine percent (9%)
per annum,  due in July 2006 and a promissory  note in the  principal  amount of
$884,000,  bearing  interest at seven percent (7%) per annum,  due in July 2006.
This note is convertible into common stock at a price of $.43 per share.  During
March 2000,  the Company  exchanged  the  property  in  settlement  of the $1.75
million Note.

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                            ITEM 3. LEGAL PROCEEDINGS
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     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:

     In January 1996, Tierra Corporation  ("Tierra")  commenced an action in the
Circuit  Court of Stone  County,  Missouri,  claiming that River Oaks Resort and
Country Club, Inc. a Texas  corporation and a subsidiary of Branson ("River Oaks
Resort") defaulted on a promissory note.

     A judgment was sought in the  principal  amount of $75,106,  plus  interest
since October 18, 1995, at 10% per annum.

     An answer  has been  filed on behalf of River  Oaks  Resort  averring  that
Tierra has not performed  conditions  precedent to assessing any  deficiency and
that no accounting  regarding the disposition of security for such note has been
provided and, in addition, a counter claim was filed,  asserting Tierra disposed
of stock collateral in a commercially unreasonable manner.

                                       11
<PAGE>

     A principal  of Tierra  filed suit in Dallas,  Texas  concerning  the stock
collateral.  A summary judgement was awarded to Tierra Corp in June of 1999. The
River Oaks  resort  subsidiary  has no assets at this time.  This  wholly  owned
subsidiary of Branson Signature Resorts is subject to dissolution in conjunction
with the effective  date of the bankruptcy  plan.  River Oaks Resort and Country
Club currently has no assets.

     In  February  1996,  P.D.I.,  LLC, a  Missouri  limited  liability  company
("PDI")commenced  an  action  in the  Circuit  Court of Stone  County  Missouri,
claiming breach of a real estate purchase agreement which in part,  provided for
the construction of a sewage  treatment  facility for which damages are claimed,
including the awarding to PDI of all escrow funds,  costs and expenses  incurred
by PDI  over and  above  the  amount  of  escrow  funds  and cost and  expenses,
including attorney fees in connection with the commencement of the action.

     In  response,  the Company and River Oaks Resort have  counter  claimed for
damages,  in an amount to be  determined at trial,  incurred when  plaintiff PDI
withdrew  funds from the escrow  fund  created  for  construction  of the sewage
treatment facility and the permit  application for construction  approval by the
Missouri Department of Natural Resources.  Moreover,  a claim has also been made
by River Oaks Resort and the Company that  subsequent  development  attempted by
PDI has encroached upon property development  belonging to River Oaks Resort and
the  Company  without  the  right to do so,  including  damages  for  disruption
resulting therefrom.

     In April 1996, Larry Newman  ("Newman")  commenced a mechanics' lien in the
Circuit Court of Stone County,  Missouri,  seeking $177,282,  plus interest, for
excavation  work performed  during the period between July 19, 1995 to September
25,  1995  on a  road  across  the  River  Oaks  development  in  Stone  County.
Thereafter,  on or about June 24, 1996,  Jack L. Holt  ("Holt")  filed a similar
petition in the Circuit Court of Stone County,  Missouri,  claiming a mechanics'
lien for engineering and land surveying during the period May 16, 1995 to July4,
1995 for a road  across  the  River  Oaks  development  property  in the  amount
of$9,610,  plus interest.  The Holt case has now been  consolidated  in the case
originally filed by Newman.

     The Company has filed a counterclaim  alleging Newman and Holt extended the
road beyond the  boundaries  of the River Oaks  development  property  onto land
owned by Sunset Cove, Ltd., a Missouri corporation.

     The court has since ordered Sunset Cove,  Ltd. joined as a party needed for
justadjudication. Discovery has not yet commenced.

     On   November   15,   1996,   Fortunet,    Inc.,   a   Nevada   corporation
("Fortunet"),filed  a patent  infringement  claim in the United States  District
court  Southern  District of  California  against the company and certain  other
companies which manufacture and distribute  electronics bingo systems,  claiming
that the defendants,  including the Company,  infringed Fortunet's United States
Patent No.4,624,462 (the "Patent"). Fortunet seeks to enjoin the defendants from
any  further  alleged  infringement  of the  Patent  and is  seeking  actual and
enhanced  damages as well as attorneys  fees and other costs.  In July 1997, the
case was  transferred  from the federal  court in San Diego,  California  to the
federal court in Phoenix, Arizona. Discovery has not yet commenced.

                                       12
<PAGE>

     The Company is defending these lawsuits. However, no assurance can be given
as to the outcome of these cases.  Management and counsel believe that the cases
have been  dismissed as a result of the company's  reorganization.  Any ultimate
liability should not have a material  adverse effect on the company's  financial
position or results of operations.

     In July 1997, the Company commenced a lawsuit against G&J Production Trust,
of Victorville,  California,  for delinquent payments related to the lease of an
electronic bingo system. The company received $15,000 in full settlement of this
matter in January of 2000.

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

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

     During the year ended December 31, 1999  shareholders were asked to vote on
the  company's  plan of  reorganization.  The  measure  passed  and the plan was
confirmed by the  Bankruptcy  Court in Las Vegas,  Nevada on June 29, 1999.  The
plan became effective on August 19, 1999.


                                     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
  1998

                       First Quarter           .02              .08
                       Second Quarter          .02              .08
                       Third Quarter           .01              .03
                       Fourth Quarter          .01              .02
  1999

                       First Quarter           .01              .12
                       Second Quarter          .01              .06
                       Third Quarter           .03              .30
                       Fourth Quarter          .03              .30

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

                                       13
<PAGE>

     The number of  shareholders  of record of the Company's  Common Stock as of
December 31, 1999 was 571.

     RECENT  SALES  OF   UNREGISTERED   SECURITIES.   There  were  no  sales  of
unregistered  securities  during the past year. 25 million shares were issued in
conjunction with the bankruptcy plan that became effective on August 19, 1999.

--------------------------------------------------------------------------------
                       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.  Management determined that the best
course  of  action  was to seek  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 plan and  disclosure  statement  was
approved in March of 1999.  The  bankruptcy  plan was  confirmed by the court on
June 29, 1999. The plan became effective on August 19, 1999.

RESULTS OF OPERATIONS

     Successful  completion  of the  plan of  reorganization  and the  resulting
infusion of $1 mllion in cash gave the company new life during 1999. The company
reduced losses in 1999 to $395,000 from $3.6 million in 1998 and $9.5 million in
1997.  The  reduced  operating  loss was  primarily  due to a  substantial  cost
reduction program implemented in conjunction with the reorganization effort. The
company has changed  its  operating  philosophy  in an effort to  implement  new
technology.

     Revenue  production  during 1999 was  minimal due to the limited  resources
available to promote products.  In July 1999 the company settled a dispute for a
one-time  payment  of  $850,000  from the  licensee  of the  company's  Max Plus
electronic bingo system.  The company retains the rights to the Max Plus product
and is able to market the product without restrictions. The company is currently
seeking placement for Max Lite and Max Plus units. The company is also exploring
new  technology to improve  revenue  sources and  diversify  revenue to decrease
reliance on the electronic bingo markets.

                                       14
<PAGE>

     In January of 2000 the company formed  TravelSwitch.com  with several other
investors.  TravelSwitch.com,  a Nevada Limited Liability  Company,  is a global
Internet travel service provider.  The investment  represents an opportunity for
the company to be involved in  electronic  commerce for a modest  investment  of
$156,000  through January of 2000.  Management  believes that the return on this
investment could be substantial.  Travel  reservations and service is one of the
fastest growing segments of electronic commerce.

     Future success of the company depends on its ability to find investment and
technology  opportunities similar to the TravelSwitch.com project as well as its
ability  to place the  existing  electronic  bingo  products.  The  company  has
substantial  inventory of hand-held  bingo units and could generate high margins
if the units can be placed in revenue  producing  situations.  The company  will
consider all options regarding the electronic bingo systems including  licensing
of the system or even outright sale.

INFLATION AND REGULATION

     REGULATION 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  through to the customer.  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
restricting the manufacture, distribution or use of some or all of the Company's
products,  the  Company's  present  and  proposed  business  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.
However,  the Company does not believe  that any  recently  enacted or presently
pending proposed  legislation will have a material adverse effect on its results
of operations.

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  substantially  reduced by the terms of
the plan of  reorganization.  The  company  currently  has $2.6  million in debt
secured by the Branson real estate. All other debt,  secured and unsecured,  was
satisfied in full through  issuance of new common stock.  The company  raised $1
million through new investment and settlement of outstanding litigation.

                                       15
<PAGE>

     The company may require additional  capital to fund future projects.  There
is no assurance that such capital will be available  when needed.  The potential
lack of access to capital  could  inhibit the growth of the company.  Management
will consider all reasonable forms of financing to fund future projects.

--------------------------------------------------------------------------------
                          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.


                                    PART III

--------------------------------------------------------------------------------
           ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
--------------------------------------------------------------------------------

                                                                        Director

Name, Age and Principal Employment for Past Five Years                   Since
- ------------------------------------------------------------------------------

Daniel H. Scott, 44, is currently Chairman, President and Chief           1998
Executive Officer of the company.  Prior to joining  the
company Mr.  Scott was Senior Vice President and Chief
Financial for MGM Grand Hotel Corp. of Las Vegas, Nevada,
a casino operator, from September 1995 until August 1997.  Prior
to that Mr. Scott was Vice President and Treasurer during a
twelve-year employment with Caesars Palace, a casino operator,
in Las Vegas, Nevada.


Robert L. Hunziker, 55, was appointed as a Director of the                1998
Company effective January 14, 1998. Mr. Hunziker has been
employed in corporate relations and corporate finance with public
companies since 1992. Previously, he was a limited partner
(associate director)of Bear, Sterns & Company, Inc., and he was
a principal of Oppenheimer & Company, Inc.


                                       16
<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:

<TABLE>
<CAPTION>

                           SUMMARY COMPENSATION TABLE

                                                               Other           All
Name and Principal          Fiscal                             Annual         Other
Position                     Year    Salary         Bonus   Compensation   Compensation (1)
- -----------------------     -----   --------        -----   ------------   ------------
<S>                         <C>     <C>             <C>         <C>            <C>
Robert C. Silzer, Sr.,      1996    $175,000 (2)        -       $ 10,000       $ 16,692
Chairman and Chief          1997    $225,000 (3)        -       $ 10,000       $ 16,832 (4)
Executive Officer(10)       1998           -            -              -              -
Firoz Lakhani               1996    $125,000 (5)        -       $ 10,000       $ 16,692
President and               1997    $175,000 (6)        -       $ 10,000       $ 13,004 (7)
Chief Operating Officer     1998           -            -              -              -

Thomas Nieman               1998    $ 52,500            -              -       $    750

Daniel H. Scott              1999   $198,000            -              -
</TABLE>

(1)  Amounts  under "All Other  Annual  Compensation"  represent  an  automobile
     allowance for: Robert C. Silzer, Sr., of $10,800 for 1996, $12,000 for 1997
     and certain employee benefits; an automobile allowance for Firoz Lakhani of
     $9,600  for  1996,  $10,800  for 1997 and  certain  employee  benefits;  an
     automobile  allowance for Thomas Nieman $750 for 1998 and certain  employee
     benefits.

(2)  Includes $37,500 deferred to subsequent year.
(3)  Includes $29,375 deferred to subsequent year.
(4)  Includes $1,500 deferred to subsequent year.
(5)  Includes $33,333 deferred to subsequent year.
(6)  Includes $23,125 deferred to subsequent year.
(7)  Includes $1,350 deferred to subsequent year.

                                       17
<PAGE>

Effective  February 15, 1998, Mr. Silzer,  Sr. and Mr. Lakhani resigned as Chief
Executive Officer and Chief Operating Officer, respectively.

No bonuses were paid in 1999 or 1998.

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 year ended December 31, 1999.

Aggregate Option Exercises in Last Year, and Year-End Option Values

     No options were exercised during 1999.

Employment Agreements

         Effective  January 1, 1994,  the  Company  entered  into an  employment
agreement  with Robert C. Silzer,  Sr.,  under which Mr.  Silzer,  Sr. served as
Chairman and Chief Executive Officer of the Company.  Pursuant to the Agreement,
Mr.  Silzer,Sr,.  was paid a salary of  $75,000  in 1994,  $125,000  in 1995 and
$137,500  in1996.  He deferred  $37,500 of his salary for the year 1996.  He was
paid a salary of $225,000 in 1997 and deferred  $29,375 to 1998.  The employment
agreement  was  terminated  in February 1998 in  conjunction  with Mr.  Silzer's
resignation as chief executive officer.  In February 2000, the company settled a
claim by Mr. Silzer for unpaid wages under the contract.

     Effective  September  5,  1995,  the  Company  entered  into an  employment
agreement  with Firoz  Lakhani,  under which Mr. Lakhani served as President and
Chief Operating Officer of the Company.  Pursuant to the Agreement,  Mr. Lakhani
was paid a salary of $6,250 per month from  September  1, 1995 to  December  31,
1995 and $91,667 in 1996.  He deferred  $33,333 of his salary for the year 1996.
Mr.  Lakhani was paid a salary of $175,000 in 1997,  and deferred  $23,125 1998.
The employment agreement was terminated in February 1998 in conjunction with Mr.

Lakhani's  resignation  as President and chief  operating  officer.  In February
2000,  the company  settled a claim by Mr.  Lakhani  for unpaid  wages under the
contract.

         On February 15, 1994, the Company entered into an employment agreement,
amended December 8, 1997 and February 17, 1998, with Robert C. Silzer,  Jr. (the
"Silzer Jr. Employment  Agreement") under which Mr. Robert C. Silzer, Jr. served
as  Executive  Vice  President  of the  Company,  effective  September  1, 1997.
Pursuant to the Silzer, Jr. Employment Agreement, and amendments thereto, Robert
C. Silzer, Jr. was paid a salary of $49,000 in 1994, $55,000 in 1995 and $85,937
in 1996 and  effective  September  1,  1997,  his  annual  salary  increased  to
$125,000.  The company  terminated  this agreement on July 31, 1998. In February
2000,  the  company  settled a claim by Mr.  Silzer for unpaid  wages  under the
contract.

                                       18
<PAGE>

     On March 6, 1998,  the Company  entered into an employment  agreement  with
Thomas N. Nieman,  under which Mr.  Nieman was to serve as  President  and Chief
Executive Officer.  This agreement was terminated upon Mr. Nieman's  resignation
from the company in August 1998.

     On August 4, 1998 the company entered into an employment  arrangement  with
Daniel H. Scott for Mr. Scott to serve as President and chief executive officer.

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

Dr. Kenneth Landow                           2,100,000                   8.4%
P O Box 46855
Las Vegas, NV 89114

Robert Hunziker(1)                             175,000                    .5%
PO Box 46855
Las Vegas, Nevada

Daniel H. Scott
P O Box 46855
Las Vegas, Nevada                           12,089,750                 48%
All officers and directors                  12,275,000                 48.5% (2)
 as a group

(1)  Includes  25,000  shares held by indirect ownership.


--------------------------------------------------------------------------------
             ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
--------------------------------------------------------------------------------



     During the fiscal year ended December 31, 1999, the Board of Directors held
approximately 5 meetings.  The Company does not have a standing audit committee,
nominating committee or compensation committee.

                                       19
<PAGE>

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

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



1.   Financial Statements                                                   Page

Report of Robison, Hill & Co., Independent Certified Public Accountants    F - 1
Consolidated Balance Sheets as of December 31, 1999 and 1998               F - 2
Consolidated Statements of Operations for the years ended
     December 31, 1999 and 1998                                            F - 4
Consolidated Statement of Stockholders' Deficit for the year ended
     December 31, 1999                                                     F - 5
Consolidated Statement of Stockholders' Deficit for the year ended
     December 31, 1998                                                     F - 6
Consolidated Statements of Cash Flows for the years ended
     December 31, 1999 and 1998                                            F - 7
Notes to Financial Statements                                              F - 9

2. Financial Statement Schedules

     The following  financial statement schedules required by Regulation S-X are
included herein.

     All Schedules are omitted  because they are not  applicable or the required
information is shown in the financial statements or notes thereto.

 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.

27.1          Financial Data Schedule

(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.


                                       20
<PAGE>

--------------------------------------------------------------------------------
                                   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: March 29, 2000                     By /s/ Daniel H. Scott
       ---------------                    -------------------------------------
                                          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 29th day of March, 2000.

Signatures                                                     Title


/s/ Daniel H. Scott,                       Chairman and Director
                                           (Principal Executive and Accounting
                                            Officer)


/s/ Robert L. Hunziker                     Director

















                                       21
<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, 1999 and 1998, 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  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.

     In our opinion,  the 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, 1999 and 1998 and the results of their
operations,  and their cash flows for the years  then ended in  conformity  with
generally accepted accounting principles.

     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  $394,895  for  1999  and  has  incurred
substantial net losses in recent years. These factors,  and the others discussed
in note 13, 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.
                                                    Certified Public Accountants
Salt Lake City, Utah
March 25, 2000

                                       F-1

<PAGE>

                        Advanced Gaming Technology, Inc.

                           CONSOLIDATED BALANCE SHEETS

                                  December 31,

                                     ASSETS

                                                           1999          1998
                                                       ----------     ---------
Current Assets

  Cash and cash equivalents (note 2(h)) .............    $440,561      $109,824
  Accounts receivable, net ..........................         --          7,825
  Inventory (note 2 (c)) ............................      20,000        20,000
  Deferred charges ..................................         --            --
  Prepaid expenses ..................................       1,000         5,285
                                                       ----------     ---------

Total current assets ................................     461,561       142,934



Property and Equipment, net (note 2(d)) .............     141,740       204,740



Other Assets (note 3) ...............................   1,906,333     3,442,604
                                                       ----------     ---------


Total assets ........................................  $2,509,634    $3,790,278
                                                       ==========    ==========










    The accompanying notes are an integral part of these financial statements

                                       F-2

<PAGE>

                        Advanced Gaming Technology, Inc.

                           CONSOLIDATED BALANCE SHEETS

                                  December 31,

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                                           1999          1998
                                                       ----------     ---------
Current Liabilities
Liabilities

 Accounts payable and accrued liabilities............     140,510     2,766,588
 Notes payable (note 4) .............................        --         313,000
 Convertible notes (note 5) .........................        --         748,750
 Current maturities of long-term debt (note 6).......     104,000     3,918,371
                                                       ----------     ---------
 Total current liabilities ..........................     244,510     7,746,709


Long-Term Debt (note 9) .............................   2,535,019          --
                                                       ----------     ---------
 Total Liabilities ..................................   2,779,529     7,746,709

Commitments and Contingencies (notes 11, 12, 13 and 14)

Stockholders' Equity (Deficit)
 Preferred stock - 10% cumulative $.10 par value;
 authorized 4,000,000 shares; issued - nil ..........         --            --
 Common stock - $.005 par value; authorized 25 million
 And 150 million shares; issued and outstanding
 25,000,000 and 1,750,000 in 1999 and 1998,
 respectively........................................     125,000         8,750
 Additional paid-in capital .........................         --     32,612,806
 Accumulated deficit ................................    (394,895)  (36,577,987)
                                                       ----------     ---------
 Net stockholders' equity (deficit)..................    (269,895)   (3,956,431)
                                                       ----------     ---------
Total liabilities and stockholders' equity  .........  $2,509,634    $3,790,278
                                                       ==========    ==========


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

                                       F-3

<PAGE>

                        Advanced Gaming Technology, Inc.

                      CONSOLIDATED STATEMENTS OF OPERATIONS

                        For the Years Ended December 31,

                                                          1999           1998
                                                       ----------     ---------

Revenue .............................................  $  789,788   $   537,827
Cost of revenue .....................................        --         197,980
                                                       ----------     ---------
Gross margin ........................................     789,788       339,847
                                                       ----------     ---------

Expenses

Research and development ............................        --         279,059
 General and administration .........................     512,606     1,722,006
                                                       ----------     ---------
                                                          512,606     2,001,065
                                                       ----------     ---------
 Operating income (loss).............................     277,182    (1,661,218)

Other (expense) income

 Foreign exchange adjustments (note 2 (g)) ..........        --          (2,338)
 Financing costs and interest .......................    (166,519)   (1,034,243)
 Asia project abandonment costs .....................        --          (9,986)
 Restructuring charge ...............................    (266,789)     (200,000)
 Write-down of Land held for investment .............    (250,466)   (1,137,432)
 Loss on disposal of assets ..........................       --      (1,083,670)
 Licensing income ....................................       --       1,500,000
 Interest income                                           11,697          --
                                                       ----------     ---------
Net Loss ............................................  $ (394,895)  $(3,628,887)
                                                       ==========   ===========

Net loss per common share (note 2(i)) ...............  $    (0.02)  $     (3.42)
                                                       ==========   ============
Weighted average common shares
outstanding (note 2 (i)) ............................  25,000,000     1,060,155
                                                      ===========   ===========


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

                                       F-4

<PAGE>
<TABLE>

                        Advanced Gaming Technology, Inc.
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                      For the Year Ended December 31, 1999

<CAPTION>


                             Price Range                            Additional
                             Per Share         Common Stock          Paid-in      Accumulated
                                 $         Shares       Amount       Capital        Deficit          Total
                             ---------   -----------   ---------   ------------   ------------    -----------
<S>                          <C>          <C>          <C>         <C>            <C>             <C>
Balance at January 1, 1999               115,330,600   $ 576,653   $ 32,044,903   $(36,577,987)   $(3,956,431)

To implement fresh start
  Accounting in conjunction

  With plan of reorganization     --     113,580,600    (567,903)   (32,044,903)    36,577,987      3,965,181

Adjusted balance at January 1, 1999        1,750,000       8,750           --             --            8,750

Common stock issued in conjunction
  With plan of reorganization             23,250,000     116,250           --             --          116,250
Net loss for the year                            --          --            --         (394,895)      (394,895)
                                         -----------   ---------   ------------   ------------    -----------

Balance at December 31, 1999              25,000,000   $ 125,000   $       --     $   (394,895)   $  (269,895)
                                         ===========   =========   ============   ============    ===========
</TABLE>

    The accompanying notes are an integral part of these financial statements








                                       F-5

<PAGE>

<TABLE>

                        Advanced Gaming Technology, Inc.
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                      For the Year Ended December 31, 1998

<CAPTION>

                             Price Range                            Additional
                             Per Share         Common Stock          Paid-in      Accumulated
                                 $         Shares       Amount       Capital        Deficit          Total
                             ---------   -----------   ---------   ------------   ------------    -----------
<S>                          <C>          <C>          <C>         <C>            <C>             <C>
Balance at January 1,1998                 24,609,858   $ 123,049   $ 28,072,458   $(32,949,100)   $(4,753,593)

To settle convertible notes
& liabilities                             90,720,742      453,604     3,972,445          --         4,426,049

Net loss for the year                            --          --             --      (3,628,887)    (3,628,887)
                                         -----------   ---------   ------------   ------------    -----------

Balance at December 31, 1998             115,330,600   $ 576,653   $ 32,044,903   $(36,577,987)   $(3,956,431)
                                         ===========   =========   ============   ============    ===========
</TABLE>

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

                                       F-6

<PAGE>

                        Advanced Gaming Technology, Inc.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                        For the Years Ended December 31,

                                                          1999           1998
                                                       ----------     ---------
Cash flows from operating activities:

 Net loss ........................................... $  (394,895)  $(3,628,887)
Adjustments to reconcile net loss to net cash
 used in operating activities:
 Depreciation and amortization ......................     162,517       437,410
 Reorganization charges                                   266,789          --
Write down of property, equipment & Investment in land    250,466     1,857,990
 Deferred revenue ...................................         --       (390,000)
Change in operating assets and liabilities:

 Accounts receivable ................................       7,825       236,240
 Inventory ..........................................         --        143,156
 Deferred charges ...................................         --        248,564
 Prepaid expenses ...................................       4,285        79,355
 Accounts payable and accrued liabilities............    (127,808)   (1,543,737)
                                                       ----------     ---------
Net cash provided by(used in)operating activities ...     169,179    (2,559,909)
                                                       ----------     ---------
Cash flows from investing activities:

Intangible assets....................................      94,775         --
Purchase of Investments..............................    (156,333)        --
Disposal of property and equipment ..................         --        986,894
Other ...............................................         --        172,451
                                                       ----------     ---------
Net cash used in investing activities ............... $    61,558     1,159,345
                                                       ----------     ---------



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

                                       F-7

<PAGE>

                        Advanced Gaming Technology, Inc.
                CONSOLIDATED STATEMENT OF CASH FLOWS (Continued)
                        For the Years Ended December 31,

                                                          1999          1998
                                                       ----------     ---------
Cash flows from financing activities:

Proceeds from issuance of common stock ..............     150,000     4,426,049
Proceeds from convertible notes .....................        --         525,000
Payments of convertible notes .......................        --      (3,253,750)
Principal payments on notes payable .................        --        (625,000)
Proceeds from notes payable .........................        --         138,000
Principal payments of long-term debt ................     (50,000)         --
Proceeds from long-term debt ........................        --         282,813
                                                       ----------     ---------
Net cash provided by financing activities ...........     100,000     1,493,112
                                                       ----------     ---------

Net change in cash and cash equivalents .............     330,737        92,548
Cash and cash equivalents at beginning of year ......     109,824        17,276
                                                       ----------     ---------
Cash and cash equivalents at end of year ............  $  440,561     $ 109,824
                                                       ==========     =========

Supplemental disclosure of cash flow information:

Cash paid during the year for interest ..............  $   20,000     $ 340,626
Non cash investing and financing activities:
 Issuance of common stock for debt reduction
  and settlement of convertible notes ...............  $      --     $4,426,049







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

                                       F-8

<PAGE>

                        Advanced Gaming Technology, Inc.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1999 and 1998

NOTE 1 - HISTORY AND ORGANIZATION

     The Company was incorporated under the laws of the State of Wyoming in 1963
under the name of MacTay  Investment Co. In 1987, the name was changed to Auto N
Corporation. The Company changed its name to Advanced Gaming Technology, Inc. in
1991.  The Company's  executive  offices are located in Las Vegas,  Nevada.  The
Company is principally  engaged in the  development  and marketing of technology
for the casino and hospitality industry.

NOTE 2 - SUMMARY OF ACCOUNTING POLICIES

     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,  Branson Signature Resorts, Inc.,
Branson Bluffs Resorts,  Inc., River Oaks Resorts and Country Club, Inc., Allied
Resorts,  Inc., River Oaks Holding,  Inc.,  Prisms,  Inc.,  Pleasure World Ltd.,
Prisms (Bahamas) Ltd., and A.G.T. Acceptance Corp. All significant  intercompany
accounts and transactions have been eliminated.

(b)  Joint Venture Operations Accounting

     Joint  venture  operations  are  accounted  for under the equity  method of
accounting.

(c)   Inventory

     Inventory consists of bingo equipment parts and is carried at lower of cost
(first-in, first-out method) and market value.

(d)    Property and Equipment

     Property  and  equipment  is stated at cost.  Depreciation  is  provided in
amounts  sufficient to relate the cost of depreciable  assets to operations over
their estimated  service lives,  principally on a straight-line  basis from 3 to
5years.

                                       F-9

<PAGE>

                        Advanced Gaming Technology, Inc.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1999 and 1998

                                   (Continued)

NOTE 2 - SUMMARY OF ACCOUNTING POLICIES (Continued)

     Upon sale or other  disposition  of property  and  equipment,  the cost and
related  accumulated  depreciation  or amortization is removed from the accounts
and any gain or loss is included in the determination of income or loss.

     Expenditures  for  maintenance  and  repairs  are  charged  to  expense  as
incurred.  Major overhauls and betterments are capitalized and depreciated  over
their useful lives.

(e)  Investment - Land

     Investment in land is carried at the lower of cost or net realizable value.

(f)  Intangible Assets

     Goodwill  and  software  rights were  created by the excess of the purchase
price over the cost of the acquisitions made in 1995 and 1996, and are amortized
on a straight-line basis over five years.  Software rights are capitalized after
technological  feasibility  has been  established.  Capitalization  of  computer
software cost is discontinued when the computer software product is available to
be sold,  leased or  otherwise  marketed.  Costs for  maintenance  and  customer
support are charged to operations when incurred,  or when the related revenue is
recognized,  whichever occurs first.  Management regularly assesses the carrying
amount of intangible assets and where, in their opinion,  the value is less than
the carrying amount, the loss is recognized  immediately.  Unamortized  computer
software costs that have been capitalized are reported at net realizable value.

     The company has implemented the provisions of SFAS No. 121, "Accounting for
the impairment of Long-Lived Assets and for Long-Lived Assets Disposed of." SFAS
No. 121 requires that long-lived assets and certain identifiable  intangibles to
be held and used by the Company be reviewed for  impairment  whenever  events or
changes in  circumstances  indicate that the carrying amount of an asset may not
be recoverable. If the sum of the expected future cash flows from the use of the
assets and its eventual disposition  (undiscounted and without interest charges)
is less than the carrying amount of the asset, an impairment loss is recognized.

                                      F-10

 <PAGE>

                        Advanced Gaming Technology, Inc.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1999 and 1998

                                   (Continued)

NOTE 2 - SUMMARY OF ACCOUNTING POLICIES (Continued)

(g)  Translation of Foreign Currency

     All balance sheet accounts of foreign  operations are translated  into U.S.
dollars at the year-end  rate of exchange.  Statement  of  operations  items are
translated at the weighted  average  exchange  rates for the year. The resulting
translation  adjustments  are  made  directly  to a  separate  component  of the
stockholders'  equity.  Certain  foreign  activities  are  considered  to  be an
extension  of  the  U.S.  operations,  and  the  gain  or  loss  resulting  from
re-measuring these  transactions into U.S. dollars is included in income.  Gains
or losses from other foreign currency transactions, such as those resulting from
the settlement of foreign receivables or payables, are included in the Statement
of Operations.

(h)  Cash and Cash Equivalents

     For purposes of the  Statement  of Cash Flows,  the Company  considers  all
highly  liquid debt  instruments  purchased  with a maturity of three  months or
less, as cash equivalents.

(i)  Net Loss per Common Share

     In  1997,  the  Financial   Accounting  Standards  Board  issued  SFAS  No.
128,"Earnings per Share" (EPS). SFAS No. 128 replaced the calculation of primary
and fully  diluted EPS with basic and  diluted  EPS.  The effect of  outstanding
common stock  equivalents are  anti-dilutive  for 1999 and 1998 and are thus not
considered.  The reconciliations of the numerators and denominators of the basic
EPS computations are as follows:

<TABLE>

                                 1999                                1998
                  --------------------------------    -----------------------------------
                                  Number                            Number
                                    Of       Loss                     of         Loss
                     Loss         Shares   per Share     Loss       Shares     per Share
Basic EPS
Loss to Common

<S>               <C>          <C>          <C>       <C>          <C>           <C>
 Shareholders     $(394,895)    25,000,000 $(0.02)   $(3,628,887)   1,060,155    $(3.42)
                  ===========  ===========  ======    ===========  ==========    ======
</TABLE>

                                      F-11

<PAGE>

                        Advanced Gaming Technology, Inc.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1999 and 1998

                                   Continued)

NOTE 2 - SUMMARY OF ACCOUNTING POLICIES (Continued)

(j)  Revenue

     Revenue is generated on operating  leases and is  recognized  on an accrual
basis.

(k)  Deferred Revenue

     Revenues are deferred until commencement of the project operations.

(l)  Persuasiveness of Estimates

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements  and the  reported  amounts  of  revenues  and  expenses  during  the
reporting period. Actual results could differ from these estimates.

     Certain  reclassifications  have been made in the 1998 financial statements
to conform with the 1999 presentation

NOTE 3 - OTHER ASSETS

                                                          1999          1998
                                                      -----------   -----------
Land                                                  $ 1,750,000   $ 3,000,000
Investment in Travel Switch.com                           156,333          --
Patents, software rights and other                           --         442,604
                                                      -----------   -----------
                                                      $ 1,906,333   $ 3,442,604
                                                      ===========   ===========

     During March 2000, the Company  exchanged the land in settlement of a $1.75
million Note.







                                      F-12

<PAGE>

                        Advanced Gaming Technology, Inc.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 1999 and 1998

                                   (Continued)

NOTE 4 - NOTES PAYABLE

                                                          1999         1998
                                                      -----------   -----------

Other                                                        --         313,000
                                                      -----------   -----------
Total notes payable                                   $      --     $   313,000
                                                      ===========   ===========


NOTE 5 - CONVERTIBLE NOTES

     The  convertible  notes were  eliminated  in  conjunction  with the plan of
reorganization.  At  December  31,  1998  the  convertible  notes  were  due  to
individuals and  corporations,  bearing interest at rates between U.S. base rate
and 12% per year, due on demand.  The notes were  convertible into common shares
of the Company at fixed prices  ranging  from $0.049 to $0.102,  and others were
convertible  at a 20%  discount  to  the  closing  bid  price  at  the  time  of
conversion.  Certain  convertible notes had warrants attached thereto,  granting
the  holders  the  option to  purchase  common  shares of the  Company at prices
ranging from $0.10 to $0.40, (see notes 7, 13 and 14).

                                      F-13

<PAGE>

                        Advanced Gaming Technology, Inc.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                     December 31, 1999 and December 31, 1998
                                   (Continued)

NOTE 6 - LONG-TERM DEBT

 Long-term debt consists of the following:                1999         1998
                                                      -----------   -----------
Note payable, interest at 9%, due in monthly
 Payments of $21,600 beginning March 1, 2000,
 Secured by land. The note is due in July of 2006.    $ 1,732,471          --

Note payable, interest at 7%, due in monthly
 Payments of $6,200 beginning March 1, 2000,
 Secured by land.  The note is due in July of 2006.       906,548          --
 The note is convertible into common stock at a
 rate of $.43 per share.

Notes payable, interest at 9%, quarterly interest
 only payments until July 2002, collateralized
 by deed of trust                                            --       1,339,792

Note payable, interest at 10%, quarterly interest
 only payments, balance due on demand,
 collateralized by deed of trust                             --          60,812

Loan payable, interest at 13.2%, due in monthly
 installments of $31,000 including interest, due
 on demand, secured by equipment                             --          86,862

Note payable,  interest at 3% above the Chase
 Manhattan prime lending rate, due in quarterly
 principal installments of $17,857 plus accrued
 interest, matures January 2002                              --         464,286

Note payable, interest at 10%, principal is due, and
 is secured by 100,000 common shares of the Company          --          75,106

Note payable, interest at 10%, due on demand                 --          37,644

Note payable, interest at 10%, due on demand                 --           3,600

Note payable, interest at 9%, due on demand                  --          55,000

Convertible debenture, total facility $1,000,000
 plus accrued interest, interest at 2% per month
 compounded monthly, principal and accrued interest
 convertible into common stock in whole or part at
 holder's option, redeemable by the Company at any
 time to maturity; bonus consideration of $150,000
 per year for four years, convertible into stock at
 holder's option, due on demand                              --       1,763,199

Loan payable, interest at 12%, due in monthly
 installments of $1,000 including interest, matures
 December 1999, secured by a patent                          --          32,070
                                                      -----------   -----------
                                                             --       3,918,371
Less: current maturities                                  104,000     3,918,371
                                                      -----------   -----------
 Net long-term debt                                   $ 2,535,019   $      --
                                                      ===========   ===========

     All of the long-term debt obligations were in default at December 31, 1998,
and accordingly were classified as short term. (see note 13 and 14).

                                      F-14

<PAGE>

                        Advanced Gaming Technology, Inc.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                     December 31, 1999 and December 31, 1998
                                   (Continued)

NOTE 7 - STOCK OPTIONS AND WARRANTS

     All options and warrants outstanding were eliminated in 1999 in conjunction
with the effective  date of the plan of  reorganization.  Formerly,  options and
warrants  had been granted at exercise  prices  greater than the market value on
the date of granting  except for 5,015,000  options.  All options vested 100% at
the date of granting of the options.

                                                          1999          1998
                                                      -----------   -----------
Options and warrants outstanding, beginning of year           --     29,867,440
 Granted                                                      --      2,850,000
 Expired                                                      --           --
 Cancelled                                                    --    (32,717,440)
 Exercised                                                    --           --
                                                      -----------   -----------
Options and warrants outstanding, end of year                 --           --
                                                      ===========   ===========
Option and warrant price for options and warrants
 outstanding, end of year                                     --           --
                                                      ===========   ===========
Options and warrants granted subsequent to year end           --           --
                                                      ===========   ===========
Option and warrant price range granted subsequent
 to year end                                                  --           --
                                                      ===========   ===========

     In October 1995, the FASB issued SFAS No. 123,  "Accounting for Stock-Based
Compensation." As permitted by the standard, the Company has elected to continue
to follow existing  accounting  guidance,  Accounting  Principles  Board Opinion
No.25 and related  interpretations  (APB No. 25), for stock-based  compensation.
However,  SFAS No. 123 requires companies electing to follow existing accounting
rules to  disclose  in a note the pro forma  effects as if the fair value  based
method  of  accounting  had been  applied.  In  accordance  with APB No.  25, no
compensation expense has been recognized for the Company's stock options.



                                      F-15

<PAGE>

                        Advanced Gaming Technology, Inc.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                     December 31, 1999 and December 31, 1998
                                   (Continued)

NOTE 7- STOCK OPTIONS AND WARRANTS (Continued)

     The fair value of each option grant is estimated on the date of grant using
the  Black-Scholes  option-pricing  model with the  following  weighted  average
assumptions  for grants in 1999 and 1998,  respectively:  dividend  yield of 0.0
percent  for both  years,  expected  volatility  of 149.75 and  149.05  percent,
respectively,  risk-free  interest  rates  of 6.2  percent  for both  years  and
expected  lives of 5 years  for both  years.  If  compensation  expense  for the
Company's stock options  granted in 1999 and 1998 had been  determined  based on
the fair  value at the grant  dates  for such  awards  in  accordance  with SFAS
No.123,  the effect on the  Company's net income and earnings per share for each
of the years ended December 31, 1999 and 1998 would have been immaterial.

NOTE 8 - SEGMENTED INFORMATION

     The company  derived all revenues in 1999 and 1998 from  operations  within
the United States.  The company has no assets outside of the United States.  The
company incurred an operating loss of $9,986 in 1998 due to an abandoned project
in Asia.

NOTE 9 - SELECTED FINANCIAL DATA (Unaudited)

     The  following  tables  set forth  certain  unaudited  quarterly  financial
information:

                                             1999 Quarters ended,

                             Mar. 31       Jun. 30       Sep. 30       Dec. 31
                            ---------     ---------     ---------     ---------
 Revenue                    $  87,501     $  87,501     $ 612,536     $   2,250
 Gross margin                  87,501        87,501       612,536         2,250
                            ---------     ---------     ---------     ---------
 Operating income (loss)      (14,388)      (63,152)      459,118      (104,396)
 Other income (expense), net  (96,500)         --            --        (308,788)
                            ---------     ---------     ---------     ---------
 Loss before reorganization
   Charges                   (110,888)      (63,152)      459,118      (413,184)
 Reorganization charges          --            --        (266,294)         (495)
                            ---------     ---------     ---------     ---------
Net Loss                    $(110,888)   $  (63,152)   $  192,824    $ (413,679)
                            =========     =========     =========     =========




                                      F-16

<PAGE>

                        Advanced Gaming Technology, Inc.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                     December 31, 1999 and December 31, 1998
                                   (Continued)

NOTE 9 - SELECTED FINANCIAL DATA (Unaudited)(continued)

                                            1998 Quarters Ended,

                             Mar. 31        Jun. 30      Sep. 30       Dec. 31
                            ---------     ---------     ---------     ---------
 Revenues                   $ 184,790     $  60,265     $  68,664     $ 224,108
 Gross margin                  92,510        39,835        58,394       149,108
                            ---------     ---------     ---------     ---------
 Operating income(loss)      (967,608)     (572,444)     (444,332)      323,166
 Other expenses, net          873,318      (376,986)     (134,112)   (2,329,889)
                            ---------     ---------     ---------     ---------
 Loss before taxes             94,290       949,430       578,444     2,006,723
 Income taxes                     --            --            --            --
                            ---------     ---------     ---------     ---------
Net Loss                    $  94,290     $ 949,430     $ 578,444    $2,006,723
                            =========     =========     =========     =========


NOTE 10 - INCOME TAXES

     Deferred  taxes result from  temporary  differences  in the  recognition of
income and expenses for income tax reporting and financial  statement  reporting
purposes.  Deferred  benefits of $12,000,000 and $12,000,000 for the years ended
December 31, 1999 and 1998 respectively,  are the result of net operating losses
and the gaming license rights reserve.

     The Company has  recorded net  deferred  income  taxes in the  accompanying
consolidated balance sheets as follows:

                                                          1999          1998
                                                      -----------   -----------
Future deductible temporary differences related to
 reserves, accruals, and net operating losses         $12,000,000   $12,000,000
Valuation allowance                                   (12,000,000)  (12,000,000)
                                                      -----------   -----------
Net deferred income tax                               $       --    $       --
                                                      ===========   ===========


                                      F-17

 <PAGE>

                        Advanced Gaming Technology, Inc.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
               December 31, 1999 and December 31, 1998 (Continued)

NOTE 10 - INCOME TAXES (continued)

     As of December  31,  1999,  the Company had a net  operating  loss  ("NOL")
carryforward  for income tax  reporting  purposes of  approximately  $25,000,000
available to offset future taxable income. This net operating loss carry-forward
expires at various dates between December 31, 2008 and 2013. A loss generated in
a particular year will expire for federal tax purposes if not utilized within 15
years.  Additionally,  the Internal Revenue Code contains  provisions that could
reduce  or limit the  availability  and  utilization  of these  NOLs if  certain
ownership  changes have taken place or will take 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 NOLs, the Company
established a valuation allowance for the entire net deferred income tax asset

of $12,000,000 as of December 31, 1999.  Also  consistent  with SFAS No. 109, an
allocation  of the  income  (provision)  benefit  has been made to the loss from
continuing operations. The differences between the effective income tax rate and
the federal statutory income tax rate on the loss from continuing operations are
presented below:

                                                          1999          1998
                                                      -----------   -----------
Benefit at the federal statutory rate of 34%          $  134,264   $ 1,234,000
Non-deductible expenses                                     --          (5,000)
Utilization of net operating loss carryforward          (134,264)   (1,357,000)
Other                                                       --        (128,000)
                                                      -----------   -----------
                                                      $     --    $       --
                                                      ===========   ===========




F-18
<PAGE>

                        Advanced Gaming Technology, Inc.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
               December 31, 1999 and December 31, 1998 (Continued)


NOTE 11 - CONTINGENCIES

(a)  The  Company  entered  into an  agreement,  dated  July 17,  1996,  amended
     September  15,  1996 with  Fortune  Entertainment  Corporation,  a Delaware
     corporation   ("FEC"),   under  which  FEC  has  the  right  to  receive  a
     participating interest in certain of the Company's projects. As of December
     31, 1998,  Fortune  Entertainment had provided the Company with $1,025,738.
     The  company  has  stopped  development  efforts  on  the  projects  and is
     considering  abandonment.  The company has rejected  this  agreement in the
     reorganization process.

(b)  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:

     Braintech,  Inc.  ("Braintech")  filed a statement  of claim in the Supreme
Court of British  Columbia  on  November  24, 1995 and amended on March 26, 1996
claiming default by the Company on three  promissory  notes.  Braintech  claimed
damages in the amount of $200,000, plus interest of ten percent (10%) per annum,
and costs.  In 1997, the Company  settled this dispute for $75,000 to be paid by
issuance of stock.

     In January 1996, Tierra Corporation  ("Tierra")  commenced an action in the
Circuit  Court of Stone  County,  Missouri,  claiming that River Oaks Resort and
Country Club, Inc., a Texas corporation and a subsidiary of Branson ("River Oaks
Resort")  defaulted on a promissory  note. A judgment is sought in the principal
amount of $75,106,  plus interest  since October 18, 1995, at 10% per annum (see
note 9). An answer has been filed on behalf of River Oaks Resort  averring  that
Tierra has not performed  conditions  precedent to assessing any  deficiency and
that no accounting  regarding the disposition of security for such note has been
provided and, in addition, a counter claim was filed,  asserting Tierra disposed
of stock collateral in a commercially unreasonable manner. Preliminary discovery
has occurred but no depositions have been taken.

     A principal of Tierra has recently filed a suit in Dallas, Texas concerning
the stock collateral.

     In February 1996, P.D.I., LLC, a Missouri limited liability company ("PDI")
commenced  an action in the Circuit  Court of Stone  County  Missouri,  claiming
breach of a real  estate  purchase  agreement  which in part,  provided  for the
construction  of a sewage  treatment  facility  for which  damages are  claimed,
including the awarding to PDI of all escrow funds, costs and expenses incurred

                                      F-19

<PAGE>

                        Advanced Gaming Technology, Inc.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
               December 31, 1999 and December 31, 1998 (Continued)


NOTE 11 - CONTINGENCIES (continued)

by PDI  over and  above  the  amount  of  escrow  funds  and cost and  expenses,
including  attorney fees in connection with the  commencement of the action.  In
response, the Company and River Oaks Resort have counter claimed for damages, in
an amount to be determined at trial,  incurred when plaintiff PDI withdrew funds
from the escrow fund created for construction of the sewage  treatment  facility
and the permit application for construction  approval by the Missouri Department
of Natural Resources.  Moreover, a claim has also been made by River Oaks Resort
and the Company that subsequent development attempted by PDI has encroached upon
property development  belonging to River Oaks Resort and the Company without the
right to do so, including damages for disruption resulting therefrom.

     In April 1996, Larry Newman  ("Newman")  commenced a mechanics' lien in the
Circuit Court of Stone County,  Missouri,  seeking $177,282,  plus interest, for
excavation  work performed  during the period between July 19, 1995 to September
25,  1995 on a road across the River Oaks  development  in Stone  County.  On or
about June 24,  1996,  Jack L. Holt  ("Holt")  filed a similar  petition  in the
Circuit  Court  of  Stone  County,  Missouri,  claiming  a  mechanics'  lien for
engineering  and land  surveying  during the period May 16, 1995 to July 4, 1995
for a road across the River Oaks  development  property in the amount of $9,610,
plus interest.  The Holt case has now been  consolidated  in the case originally
filed by Newman.  The Company has filed a counterclaim  alleging Newman and Holt
extended the road beyond the boundaries of the River Oaks  development  property
onto land owned by Sunset  Cove,  Ltd.,  a Missouri  corporation.  The court has
since ordered Sunset Cove, Ltd. joined as a party needed for just  adjudication.
Discovery has not yet commenced.

     On November 15, 1996,  Fortunet,  Inc., a Nevada corporation  ("Fortunet"),
filed a patent  infringement  claim in the United States District court Southern
District of  California  against the company and certain other  companies  which
manufacture  and  distribute  electronics  bingo  systems,   claiming  that  the
defendants, including the Company, infringed Fortunet's United States Patent No.
4,624,462  (the  "Patent").  Fortunet  seeks to enjoin the  defendants  from any
further  alleged  infringement  of the Patent and is seeking actual and enhanced
damages as well as attorney  fees and other  costs.  In July 1997,  the case was
transferred from the federal court in San Diego, California to the federal court
in Phoenix, Arizona. Discovery is expected to commence in 1999.

                                      F-20

<PAGE>

                        Advanced Gaming Technology, Inc.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
               December 31, 1999 and December 31, 1998 (Continued)


NOTE 11 - CONTINGENCIES (continued)

     In February and March 1998, actions were brought against the Company in the
District  Courts in the States of New York and  Colorado by certain  Convertible
Debenture  holders.  The plaintiffs alleged the Company was in default in regard
to the conversion of these debentures. A settlement was reached in April 1998.

NOTE 12 - SUBSEQUENT EVENTS

     On February  15,  2000 the  bankruptcy  court in the  district of Las Vegas
approved the final decree of the company  ending the chapter 11 bankruptcy  case
of the  company.

     During March 2000, the Company  exchanged the land in settlement of a $1.75
million Note. See Note 3.
                                      F-21

<PAGE>

                        Advanced Gaming Technology, Inc.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
               December 31, 1999 and December 31, 1998 (Continued)


NOTE 13 - GOING CONCERN

     The accompanying financial statements have been prepared in conformity with
generally accepted accounting principles, which contemplates continuation of the
Company as a going  concern.  However,  the  Company has  sustained  substantial
operating losses in recent years. In addition,  the Company has used substantial
amounts of working  capital in its  operations.  On August 26,  1998 the Company
filed a petition for reorganization  under chapter 11 of the U S bankruptcy code
in Las Vegas, Nevada.

     In view of these  matters,  realization of a major portion of the assets in
the  accompanying  balance sheet is dependent upon  continued  operations of the
Company which in turn is dependent  upon the Company's  ability to  successfully
complete the  reorganization  process and meet its  financing  requirements  and
succeed in its future  operations.  Management  believes that actions  presently
being taken to revise the Company's operating and financial requirements provide
the opportunity for the Company to continue as a going concern.

NOTE 14 - PETITION FOR RELIEF UNDER CHAPTER 11

     The company filed for reorganization under chapter 11 of the U S bankruptcy
code in Las Vegas 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 are reflected in the December
31 1998 balance sheet as "liabilities subject to compromise."  Additional claims
(liabilities  subject to  compromise)  may arise  subsequent  to the filing date
resulting from rejection of executory contracts,  including leases, and from the
determination  by the court (or  agreed to by parties  in  interest)  of allowed
claims for contingencies and other disputed amounts.  Claims secured against the
Debtor's assets ("secured claims") also are stayed, although the holders of such
claims have the right to move the court for relief from the stay. Secured claims
are secured primarily by liens on the Debtor's property, plant, and Equipment.

                                      F-22

<PAGE>

                        Advanced Gaming Technology, Inc.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
               December 31, 1999 and December 31, 1998 (Continued)


NOTE 14 - PETITION FOR RELIEF UNDER CHAPTER 11 (continued)

     The Debtor received  approval from the Bankruptcy Court to pay or otherwise
honor  certain  of  its  obligations,   including  employee  wages  and  product
warranties.  The Debtor has Determined that there is insufficient  collateral to
cover the  interest  portion  of  scheduled  payments  on its  prepetition  debt
obligations.  Contractual interest on those obligations is in excess of reported
interest expense;  therefore,  the Debtor has discontinued  accruing interest on
these obligations.

     The company filed a plan of reorganization with the court in December 1998.
The plan and  disclosure  statement was approved by the court on March 22, 1999.
The company's  reorganization plan was confirmed by the bankruptcy court on June
29,1999. The plan became effective on August 19, 1999.

     Pursuant to the plan,  obligations to secured creditors were re-negotiated.
The new  amount  of  secured  debt on the  effective  date  is  $2,634,000.  All
remaining  liabilities of the company have been fully satisfied through issuance
of new common  stock.  Other secured  creditors  received 3 shares of new common
stock for each $1 of allowed secured claim.  Unsecured  creditors  received 1.88
shares of new common stock for each $1 of allowed claim.

         The company issued 25 million 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 19 million shares were
issued to  creditors,  existing  shareholders  and new  investors.  A reserve of
approximately  7  million  shares is being  maintained  for  additional  allowed
claims.

                                      F-23
<PAGE>

                       Advanced Gaming Technology, Inc.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
               December 31, 1999 and December 31, 1998 (Continued)


NOTE 15 FRESH START ACCOUNTING

     On June 29, 1999 the  bankruptcy  Court  confirmed  the  Company's  plan of
reorganization.  The plan became effective on August 19, 1999. The plan provided
for the following:

     Secured debt- The secured debt was exchanged for a $1,750,000 secured note,
payable in monthly  installments  of $21,600  commencing on March 1, 2000,  with
interest  at 9% per annum and a secured  note for  $884,000,  payable in monthly
installments  of $6,200  commencing on March 1, 2000,  with interest at 7%. Both
notes are due in July of 2006. Other secured creditors  received 3 shares of new
common stock in exchange for each $1 of secured debt.

     Unsecured  creditors- The holders of unsecured allowed claims received 1.88
shares of new common stock for each $1 of allowed claim.

     Common Stock - The holders of existing shares of the Company's common stock
received,  in exchange for their shares, 1 new share of common stock for each 66
shares owned.

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