Washington, D.C. 20549

                                   FORM 10-KSB

    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                                   ACT OF 1934
                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2001


                                 POKER.COM INC.
           (Name of small business issuer as specified in its charter)


            Florida                                              98-0199508
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                            Identification Number)



                           #210 - 1166 Alberni Street
                  Vancouver, British Columbia, Canada, V6E 3Z3
  (Address, including postal code, of registrant's principal executive offices)


                                 (604) 689-5998
                     (Telephone number including area code)


    Securities to be registered under Section 12(b) of the Exchange Act: None

    Securities to be registered under Section 12(g) of the Exchange Act: None


<PAGE>
                                TABLE OF CONTENTS

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            To jump to a section, double-click on the section name.

                                      10KSB

PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3

ITEM 1 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   3

ITEM 2 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11

ITEM 3 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  11

ITEM 4 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

PART II. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

ITEM 5 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

ITEM 6 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12

ITEM 7 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14

ITEM 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14

PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14

ITEM 9 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15

ITEM 10. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16

ITEM 11. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18

ITEM 12. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18

ITEM 13. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18


<PAGE>
PART 1
------

Statements contained in the annual report that are not historical facts are
forward-looking statements as that term is defined in the Private Securities
Litigation Reform Act of 1995.  Such forward-looking statements are subject to
risks and uncertainties, which could cause actual results to differ materially
from estimated results.  Such risks and uncertainties are detailed in filings
with the Securities and Exchange Commission, including without limitation in
Item 1. "DESCRIPTION OF BUSINESS" and Item 6 "MANAGEMENT'S DISCUSSION AND
DESCRIPTION OR PLAN OF OPERATION" below.


ITEM 1.   DESCRIPTION OF BUSINESS

A.   BUSINESS DEVELOPMENT.

POKER.COM INC.:

Poker.com is a licensing and marketing company that licenses turnkey Poker Card
Room and Casino software solutions.  The URL www.poker.com is one of the most
powerful domain names in the online gaming industry.  It is a name brand that is
immediately recognizable worldwide, bridging the gap created by language
barriers.  With this strong online brand identity, experienced management team,
and a consistent and focused strategic marketing plan, Poker.com, Inc. has the
ability to become one of the leading on-line gaming software suppliers.

Poker.com, Inc. began trading as a publicly listed company on the NASD OTC
Bulletin Board exchange under the symbol 'PKER' in August of 1999.  The
Poker.com domain name was acquired from UniNet Technology Inc., which was
purchased from the registered owner of the URL, Alacorp.  Poker.com, Inc.
obtained the exclusive worldwide right to market the www.poker.com URL until the
year 2098.

Poker.com, Inc. does not own nor operate any Internet gaming operation and acts
exclusively as a sub licensor and marketing agent.  The Company derives its
revenue from selling Poker card rooms, casino licenses, royalty fees, and banner
advertising.

POKER.COM INC. CORPORATE HISTORY:

The Company's Auditors, Pannell Kerr Forster, in conducting their Audit of the
financial Statements of the Company for the period ending December 31, 1999,
reported to the Directors and Shareholders on March 14th, 2000 that the Company
had minimal capital resources available and had incurred substantial losses of
$511,587 to December 31, 1999 and had an accumulated deficit of $670,518. They
also stated "the Company must obtain additional financing to meet its cash flow
requirements" and continued that "these matters raise substantial doubt about
the Company's ability to continue as a going concern."

In June 1999, the Company started negotiating to purchase the URL www.poker.com
from Ala Corp, the owners of the www.poker.com URL to develop the Company into
                                 -------------
an on-line Internet gaming marketing company. On July 9th, 1999, UniNet
Technology Inc. entered into an Agreement to acquire the URL from Ala Corp based
on reselling the rights to the Company.


                                        3
<PAGE>
Subsequent to purchasing the URL from UniNet, Management started to research the
acquisition of a Casino and/or Poker software license for re-selling.  In July,
management was introduced to ASF Software Inc. ("ASF") of Belize, who had
developed a multi-player Poker software program and who were interested in
selling a software license to the Company with the rights to re-sell the
license. The Company purchased a License from ASF for $135,000 on the 10th
August 1999. As the Company's business model was to develop the Company as a
Marketing and re-seller of gaming licenses and not as a Casino and/or Poker card
room operator, the Company negotiated to sell Antico Holdings S.A. ("Antico") a
Costa Rican company, a Poker software program sub-license for $200,000.  To
capitalize on the marketing potential of the URL www.poker.com, the Company sold
                                                 -------------
the exclusive worldwide rights to use www.poker.com only for operating a Casino
and/or Card room to Antico. The Company retains all other rights to the URL for
developing the web site as a portal, for advertising, marketing the Antico
card-room, marketing Casinos, marketing card rooms and other gaming software.
Poker.com, Inc. has the exclusive worldwide rights to market the www.poker.com
URL until the year 2098.

In September 1999, the Company raised $500,000 in a Private Placement to pursue
the new business model of the Company, namely, creating www.poker.com as a
gaming portal, selling software program sub-licenses and Casino links for online
gaming, marketing and selling banner advertising on the www.poker.com portal.
                                                        -------------

On the 29th November 1999, the Company through its wholly owned subsidiary,
Casino Marketing S.A. ("Casino Marketing") purchased a Master Sub-license
Agreement ("MLA") from Gamingtech Corporation ("Gamingtech") (a wholly owned
subsidiary of Chartwell Technologies Inc ("Chartwell") who are software
developers and who had developed a suite of 18 Casino Games) for $100,000 which
provided Casino Marketing with the non-exclusive worldwide rights to sell Casino
software program licenses.

In December 1999, the Company raised $360,000 through a private placement to
provide working capital to develop the Company.

In January 2000, the Company purchased a new generation Poker card room master
license from TransNet International SA of Costa Rica to sell Poker card rooms.
The software was delivered to the Company in August of 2000 and the Company has
since that time sold eight master card room licenses.

On January 10th, 2000, the Company sold an independent Casino Sub-license to
Antico with the understanding that Antico would assist the Company in providing
technical and administrative services from Costa Rica to the Company's Casino
sublicenses.

On September 14, 2000, the Company purchased a Casino software license from
Starnet Systems International Inc. in return for $100,000 in advertising and
monthly fees based on a percentage of net monthly revenue.

The purchase of the Starnet Systems international Inc. was initiated because
management viewed the Starnet software as being technically advanced over the
GamingTech Corporation software.  This resulted in the disposal of the
GamingTech software.


                                        4
<PAGE>
The Company does not propose to sell any gaming licenses to any USA or Canadian
based companies but will only sell sub-licenses to foreign-based corporations in
such jurisdictions that according to management allow Internet gaming such as
Antigua, Dominican Republic, Belize, St Kits and Costa Rica.

By December 2000, the Company had launched two Starnet Casino websites.

In July 2001, Poker.com launched the Poker affiliate software program, which sub
licensees to offer webmasters the ability to earn fees  by directing traffic to
a poker.com poker room.  Features of the affiliate program are:  no investment
and no risk to the webmasters, real-time statistics, accumulated Bad Beat
Jackpot, 24/7 technical and customer support.

A new vendor of Casino software was offered to Poker.com's clientele on July 31,
2001  when  Poker.com  entered into a strategic relationship with Trimon Systems
Inc.  Trimon  Software  Systems  offers:  Baccarat, Black Jack, Craps, Caribbean
Poker,  Let-It-Ride  Poker,  Pai-Gow  Poker, American Roulette, Slot machine and
Video  Poker.  The Trimon software enables Poker.com's Casino owner/operators to
extend  their  Poker and Casino games into the wireless and closed circuit areas
through  WAP  (Wireless  Application Protocol), Casino-on-T.V. and Casino kiosk.

In September 2001 Poker.com entered into a strategic relationship with
Microgaming Systems Ltd. to market online multi-player poker software
sublicenses.  Microgaming's intention is to provide all their casino licensees
with a poker card room sublicense.  Poker.com will earn a licensing fee along
with a monthly royalty fee for each sublicense sold.

Also, in September 2001, Christa Taylor signed on as President of Poker.com and
Michael Jackson, CEO resigned as CEO to pursue consulting and business
interests.  Furthermore, Keith Andrews joins Poker.com as a Director for the
company.

In November 2001, Poker.com enters into an agreement with Focusnet Capital Inc
and Pyramid Casino to provide a master poker card room.

The Company's strategy is to acquire Master Licenses from software developers in
order to resell their software programs to earn licensing fees and royalty fees,
rather than spend time and money on developing proprietary software, which
requires substantial capital and human resources. Management has learnt through
their dealings with Software Developers that some software developers lack the
marketing expertise to take advantage of the market potential for selling
sub-licenses. The Company, based on the marketing expertise of management has
been able to acquire Master Sub-Licensing contracts from these software
developers.  The software developers also recognize the fact that the more
licenses they sell, directly or indirectly, the greater their royalty revenue.

As a result, the Company is now engaged on the Internet in the business of
selling on-line poker cardrooms, casino sub-licenses and marketing www.poker.com
as a poker card room and gaming portal.

B.  BUSINESS OF ISSUER:

I.  ORGANIZATIONAL STRUCTURE


                                        5
<PAGE>
Poker.com is the parent company of two wholly owned subsidiaries, Casino
Marketing S.A. and 564448 BC Ltd.  Casino Marketing handles the licensing of the
Casino and Poker card room software while 564448 BC Ltd employs the Company's
human resources.

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

II.  DEVELOPMENT MILESTONES

1999
     -    Thermal Ablation Technology changed its name to operate as Poker.com,
          Inc.
     -    Poker.com files 10SB with the Securities and Exchange Commission
          (SEC).
     -    Launch of Poker.com gaming portal
     -    Casino Marketing S.A. created to sell license turnkey, customized,
          Internet gaming systems to independent operators including a
          percentage of the licensee's revenues.
     -    Poker.com purchases multi-player poker software from ASF Software Inc.
     -    Poker.com signs first internet gaming licensee, Antico Holdings
     -    Private placements completed with individual investors for gross
          proceeds of $860,000.
     -    Signs master sub-licensing agreement with Chartwell Technologies

2000
     -    Redesign of www.poker.com gaming portal site
     -    Poker.com ranked 1215th busiest site on the Internet by PCDataOnline
     -    Poker.com enters into a strategic Poker card room agreement with
          Transnet
     -    Stock split 3:1
     -    Poker.com launches new 2nd generation poker software
     -    Poker.com enters into strategic Casino Licensing agreement with
          Starnet
     -    Announces Christa Taylor as new CFO, Charlo Barbosa resigns as
          President

2001
     -    Poker offers one of the first Poker affiliate programs
     -    Poker.com purchases Trimon Systems Inc. Casino software including WAP
          versions of casino
     -    Redesign of url www.poker.com
     -    Signs a Master license agreement with Microgaming
     -    Announces Christa Taylor as the new President, Michael Jackson resigns
          as CEO
     -    Signs a Master license agreement with Focusnet Capital Inc.
     -    Begins beta testing of the new Poker sublicense
     -    Deals over two million hands in 2001 using Poker's exclusive poker
          software.
     -    Poker.com adds over 20 new licensees for the year


III.  OVERVIEW

Poker.com is currently one of the leading providers of Internet poker card room
and online casino software programs.  The Company's innovative card rooms and
casinos licenses have been designed to: (i) offer customers a user-friendly
interface, superior interactive experience and a wide selection of gaming
options; (ii) provide licensees with financially attractive returns, easy site
maintenance and limited administration


                                        6
<PAGE>
(iii) protect customers and licensees through its proprietary fully integrated
technology.

Poker.com, Inc. began trading as a publicly listed company on the NASD OTC
Bulletin Board exchange under the symbol 'PKER' on August 19, 1999.  Poker.com,
Inc. has the exclusive worldwide rights to market the www.poker.com URL until
the year 2098. These rights were acquired from UniNet Technology Inc., which
were purchased from the registered owner of the URL, Alacorp.

The Company sold their poker Multi-Player software license to Antico Holdings SA
of Costa Rica, who launched their card-room for money wagering on October 12th
1999.

September 2000 Poker.com acquired a license from Starnet Systems International
to re-sell Casino software sub licences.

Poker.com is one of the most powerful domain names in the online gaming
industry.  It is a name brand that is immediately recognizable worldwide,
bridging the gap created by language barriers.  With this strong online brand
identity, experienced and capable management, and a consistent and focused
strategic marketing plan, Poker.com, Inc. has the ability to catapult the
www.poker.com site to become the leading on line gaming software provider.


IV.  PRODUCTS AND SERVICES

The Company provides on line gaming software products to independent licensees.

To its Trimon licensees, the Companies software enables operators and/or service
providers:

     -    Complete graphical user interface with sophisticated visual and sound
          effects to create a total gaming experience
     -    Real-time wagering
     -    Complete, secure electronic funds transfer
     -    Retention and analysis of all gaming data, including win/loss, game
          preferences and monitoring of player activities
     -    Administration and complete 24 hour, 7 days a week customer support
     -    Continuing customization of website
     -    Monitoring of the flow of funds
     -    Hosting of website front pages and server software
     -    Market consulting
     -    Affiliate Program

     The software currently offered by the Company includes the following games:

     -    Baccarat          -    Slot Machine       -    Caribbean Poker
     -    Blackjack         -    Craps              -    Video Poker
     -    American          -    Let-It-Ride        -    Pai-Gow Poker
          Roulette               Poker


                                        7
<PAGE>
With the Companies ability to sell Casino Licenses at highly competitive prices
and its ability to identify and contract with web masters who have substantial
traffic flow, Poker.com Inc is in a position to become the leader in gaming
licensing sales.


NEW POKER SOFTWARE

In December 1999, it became apparently obvious that the poker card room software
the Company had purchased from ASF Software Inc was old and dated.

In January 2000, the Company was introduced to TransNet International S.A.
("TransNet") who was offering a new Poker software program that would enable the
Companies sublicenses to aggressively compete directly with Paradise Poker and
other on-line Poker card rooms.

On February 15th, 2000, the Company entered into a Master License Agreement with
TransNet that enabled the Company to re-sell the new poker software program.

The difference between the ASF software and the new software program is the
number of features the program developers have incorporated into the software
program, which will:

     -    provide a lobby feature that will allow a player to check out the
          other Poker tables without losing his place at his table.
     -    allow a player to check out the amount of money in the pot on the
          table without using the mouse.
     -    the ability to turn off the chat dialogue
     -    provide for a Bad beat jackpot.
     -    provide for an affiliation program to drive traffic to the poker site.

SUBLICENSES

The Company sells both Casino and Poker card rooms, which enable licensees to
acquire the following:

     -    Initial Internet gaming license
     -    Registration of a URL
     -    A virtual gaming "theme"
     -    Sophisticated visual and sound effects to create a total gaming
          experience
     -    Real-time wagering
     -    Secure encrypted merchant accounts and electronic fund transfers
     -    Analysis of all gaming data, including win/loss and monitoring of
          players' activities
     -    Administration and complete 24hr, 7 days per week support services
     -    Monitoring of all fund flows
     -    Hosting of web pages and server software

V.  SALE OF LICENSES


Overview


                                        8
<PAGE>
Poker.com casino and poker software is licensed through its subsidiary, Casino
Marketing S.A.  Casino Marketing S.A. licenses a fully integrated systems to a
growing list of licensees.  A one-time license fee provides an installed fully
integrated system.  The licensee's site is generally operational within 90 - 120
days of signing a Poker card room license agreement and 10 - 60 days for a
Casino website.  Casino Marketing S.A. receives a continuing licensing fee for
use of the software program.   Casino Marketing S.A. assists the new licensee's
to design a site to fit its target market.

CASINO

During the fiscal 2000 year, Casino Marketing was sub-licensing Chartwell gaming
systems.

A sample list of licensees using this software included:

www.visualcasino.com, www.highstakescasino.com, www.noblehousecasino.com,
--------------------  ------------------------  ------------------------
www.thundergaming.com, www.4knightscasino.com
---------------------  ----------------------

In September 2000, Casino Marketing S.A. signed a new licensing agreement with
Starnet Systems International.  Any licensees that were using the Chartwell
systems were switched over to the new Starnet system.  These licensees were
later upgraded to the Trimon Systems International software in late 2001 and
early 2002.

POKER

Up until October 2000, Poker.com's licensee, Antico Holdings, was using the ASF
Poker software.  However, with the development of the Transnet software both the
Company and Antico changed over to the Transnet software.  All future licensees
will be using the Transnet software.


VI.  GROWTH STRATEGY

The Company intends to achieve it's growth strategy by:  (i)  marketing it's URL
(ii)  continuing to upgrade and improve it's proprietary Poker card room
software (iii) market it's casino licenses and (iv)  build it's relationship
with it's sub licensees.

The Company intends to maximize it's marketing potential by continuously
upgrading it's site to ensure visitors return on a consistent basis.  This will
result in increased advertising revenues, the number of Poker card rooms and
Casino licensees, and royalties.

Strategic relationships with its proprietary software developers ensure that the
Company and its sub licensees have the ability to customize and develop new
software allowing the Company to maintain its competitive advantage.

Establishing and maintaining the relationships between the Company and it's
sublicencees helps ensure their sublicencees success and in turn, the Company's.
With links from the Company's URL, the Company helps their sublicensees increase
their traffic and revenues that will reflect in the Company's royalty revenues.

VII.  RISK


                                        9
<PAGE>
Government Regulation and Risk

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

Legislation

Legislation designated to restrict or prohibit Internet Gaming may be adopted in
the future in the United States or other jurisdictions.  After previous similar
proposals failed to pass in 1998, Senator Jon Kyl of the United States Senate
introduced in March of 1999 a revised proposal intended to prohibit and
criminalize Internet gaming, which he later withdrew in 2000.  As well, existing
legislation, including United States and federal statutes, could be construed to
prohibit or restrict gaming through the use of the Internet and there is a risk
governmental authorities may view the Company's owner/operators or the Company
as having violated such statutes.  There is a risk that criminal and civil
proceedings could be initiated in such jurisdictions against the Company's
owner/operators or the Company and such proceedings could involve substantial
litigation expense, penalties, fines, diversion of the attention of key
executives, injunctions or other prohibitions being invoked against the
Company's owner/operators or the Company.  Such proceedings could have a
material adverse effect on the Company's business, revenues, operating results
and financial condition.

In recent months, Nevada Legislature approved a law to allow licensed operators
to offer Internet gaming as soon as state regulators can offer "reasonable
assurance" that minors and players in jurisdictions where such games are illegal
can be excluded. This Bill would make Nevada the first state to authorize online
betting.  Nevada regulators have on their side a recent U.S. District Court
ruling that concluded that the Wire Communications Act, a 1960s law that bans
the use of telephones to accept wagers on sporting events, doesn't apply to
casino-style games played on the Internet.

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


                                       10
<PAGE>
Poker.com, Inc. is in the process of minimizing the potential risks in this area
by putting greater marketing efforts into foreign jurisdictions.


Rapid Technological Change

To become and remain competitive, the Company intends to develop, enhance and
improve the responsiveness, functionality and features of proposed sites and
develop new features to meet customer needs. The Internet is characterized by
rapid technological change, changes in user and customer requirements and
preferences, frequent new product and service introductions and the emergence of
new industry standards and practices that could render the Company's proposed
websites, technology and systems obsolete. The Company's success will depend, in
part, on its ability to license leading technologies useful in its business,
enhance its proposed services, develop new services and technology that address
the needs of its proposed customers, and respond to technological advances and
emerging industry standards and practices on a cost-effective and timely basis.
If the Company is unable to use new technologies effectively or develop and
adapt its websites, proprietary technology and transaction-processing systems to
customer requirements or emerging industry standards, it may be adversely
affected.

VIII.  TECHNOLOGY

SECURITY MEASURES

Poker.com Inc. uses the most advanced technologies, such as site identification,
data encryption, and secure servers to provide users with the safest
environments to perform secure transactions and data transmissions over the
Internet.  All transactions made through Poker.com Inc.'s licensees online are
secure and convenient.  Data encryption hides sensitive information such as the
customer's name, address and credit card number.  If one manages to obtain a
player's personal information from the transaction process, data encryption will
not allow him/her to either read or use it.

ONLINE SECURITY RISKS

As with any online transactions taking place, there is always a possibility of
hackers intruding.  Albeit remote, the advances in computer capabilities, new
discoveries in the field of cryptography, internal incidents, or other events or
developments may compromise or breach the technology used by Poker.com Inc. and
its sub licensees.  If such a breach of security were to occur, interruptions in
services, loss of data, or cessation may damage Poker.com Inc.'s reputation and
expose the Company to a risk of loss or litigation and possible liability.

END-USER/PLAYER SCREENING

Poker.com Inc.'s licensees use a secure network both to preserve the integrity
of the thousands of financial transactions executed over their network daily and
to screen out potential website customers who may be residents of the
jurisdictions blocked from using the systems.  Licensees can successfully block
customers in restricted jurisdictions by matching the credit card number with
the customer's country, address, and postal/zip code.


                                       11
<PAGE>
As an additional security feature, the Licensees provide players with a Personal
Identification  Number  (PIN),  which  is  required  before  any  funds  can  be
withdrawn.


ITEM 2. DESCRIPTION OF PROPERTY

Poker.com, Inc. occupies 2,500 square feet of commercial space at #210-1166
Alberni Street, Vancouver, British Columbia. This facility houses all of
Poker.com, Inc.'s operations including technical, marketing and administration
for all of the Company's subsidiaries.

The annual cost of the space at the Alberni Street location is approximately
$19,648 USD. The lease expires in April 30, 2003.

ITEM 3. LEGAL PROCEEDINGS

In the opinion of Management, there are no actions, suits, proceedings or
governmental investigations pending, or to their knowledge, threatened against
Poker.com, Inc. or any of its subsidiaries which, either singly, or in the
aggregate, will have a material effect on the Company.

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

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

PART II
-------

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

A.  MARKET INFORMATION

The Company's common stock is reported by the NASD Over-The-Counter Bulletin
Board under the symbol "PKER".

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

Quarter Ended           High    Low

December 31, 1999 (1)   $1.91  $0.59

March 31, 2000 (1)      $4.46  $0.94
June 30, 2000 (1)       $2.00  $0.69
September 30, 2000 (1)  $1.87  $0.89
December 31, 2000 (2)   $0.37  $0.06


                                       12
<PAGE>
March 31, 2001 (2)      $0.25  $0.08
June 30, 2001 (2)       $0.50  $0.08
September 30, 2001 (2)  $0.33  $0.19
December 31, 2001 (2)   $0.32  $0.19

(1) Pre spilt pricing - 3:1 stock split
(2) Post split pricing - 3:1 stock split


B.  DIVIDENDS

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

ITEM 6.   MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

<TABLE>
<CAPTION>
SELECTED STATEMENT OF OPERATIONS INFORMATION

                                            FOR THE YEAR ENDED
                                       DEC 31, 2001      DEC 31, 2000
                                     -----------------  --------------
<S>                                  <C>                <C>
Net Sales                            $      1,833,397   $   1,184,290
Gross Margin                                1,579,710         869,825
Operating Expenses                          1,146,275       1,102,594
Income (Loss) From Operations                 433,435        (232,769)
Net Income (Loss)                             380,941        (327,213)


SELECTED BALANCE SHEET INFORMATION

                                     At Dec 31, 2001    At Dec 31, 2000
                                     -----------------  ---------------
Working Capital (Deficiency)         $        561,207   $      (21,362)
Total Assets                                1,518,370        1,068,137
Retained Earnings (Deficit)                  (616,790)        (997,731)
Total Shareholders Equity                   1,017,598          498,739


SELECTED FINANCIAL RATIOS

                                       Dec 31, 2001      Dec 31, 2000
                                     -----------------  --------------
Net Profit Margin                                 .21            (.28)
Gross Profit Margin                               .86             .73
Current ratio                                    2.12             .96
A/R Turnover                                     2.09            2.60
Equity to Assets                                  .67             .47
</TABLE>

The Company's revenues increased significantly to $1,833,397 in 2001 from
$1,184,290 for the year ended December 31, 2000 compared to $50,388 for the year
ended Dec 31, 1999.  The growth is primarily due to additional revenues


                                       13
<PAGE>
generated from licensing, royalties, and advertising.  Advertising accounts for
26.9%, Licensing revenue accounts for 37.2%, and Royalty revenues accounts for
35.9% of total revenues for the year ended Dec 31, 2001.  The Company believes
its royalty revenues from Casino's and the new Poker card room software will
increase as both existing licensees grow and additional licenses are sold.

Further to the growth in sales, gross margin increased to $1,579,710 in 2001
from  $869,825 for the year ended December 31, 2000 compared to $22,595 for the
year ended December 31, 1999.  Gross Margin increased to 86% up from 73.8% for
the year ended December 31, 2000 over December 31, 1999's Gross Margin of
44.94%.  This increase is in line with management's expectations on the
development of the Company and will continue to increase as the level or
royalties increase.

Operating expenses in 2001 increased to $1,146,275 from $1,102,594 for the year
ended December 31, 2000 from $599,182 for the year ended December 31, 1999.

Profit from operations for the year ended December 31, 2001 was $433,435
compared to a loss of $232,769 and $576,587 for the year ended December 31, 2000
and December 31, 1999 respectively.  The increase was due to the increased level
of operations, advertising revenues and royalties.  The Company expects revenues
to increase as more Casino and Poker room licenses are sold and revenue from
licensees' increases.

2001 includes a non-cash provision of $101,920 for employees, officers,
directors and agents of the Company for options that have an exercise value less
than market value at December 31, 2001.  This provision should have been
recognized in the previous quarters of 2001, namely Q2 and Q3.  Unfortunately,
this was only brought to the companies attention during the audit process for
the year ending December 31, 2001.  This item will continually increase and
decrease over subsequent quarters depending on the market value of the stock at
the end of the designated period.

Provision for Income Taxes.  No tax provision was made for the 12 months ended
December 31, 2001.  The Company also has available net operating loss carry
forward of approximately $223,059 that may be used to offset future taxable
income.

FINANCIAL CONDITION AND LIQUIDITY

At December 31, 2001, the Company had cash and cash equivalents totaling
$169,527 compared to $41,775 at December 31, 2000.  The increase in cash and
cash equivalents balance is mainly due to operating profits.

Working capital at December 31, 2001 increased to a deficit of $561,207 from the
previous years deficit of $21,362 at December 31, 2000.  Accounts receivable for
the year ended December 31, 2001 was $875,390 compared to $456,032 for the year
ended December 31, 2000.  Approximately $627,275 of the $875,390 accounts
receivable and long term receivable was due from Antico Holdings for the
purchase of a Poker sub-license and Royalty fees.  The amount due from Antico
Holdings for their License fee was re-negotiated with the terms of $6,000 per
month commencing March 2001.  Antico Holdings has assigned to Poker.com Inc the
15% credit card hold back which will be released each month on a rolling
month-to-month basis.  Prepaid expenses and deposits decreased to $17,062 for
the year ended December 31, 2001 compared to $50,229 for the year ended December
31, 2000.  This is due to the prepayment to the Antiguan government for a
one-year Casino license in 2000.


                                       14
<PAGE>
Net cash provided from operations for the year ended December 31, 2001 was
$170,584 compared to net cash used in operations in 2000 of $142,502.

Net cash used for investing activities for the year ended December 31, 2001 was
$61,830 compared to $135,740 for the year ended December 31, 2000.  The decrease
was mainly due to the decrease in the long-term receivable from Antico Holdings
SA.

Net cash provided by financing activities for the year ended December 31, 2001
was $5,369 compared to $260,000 for the year ended December 31, 2000.  The
decrease is primarily due to the decrease in the issuance of common stock.


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

GENERAL


ITEM 7. FINANCIAL STATEMENTS

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

PERSONNEL

At the end of the year, the number of employees was 10.  The average age was
31.6

A further two people have been employed since the end of 2001.


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

There were no changes in, or disagreements with accountants on accounting and
financial disclosures.


ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

DIRECTORS AND EXECUTIVE OFFICERS

Christa Taylor, CMA, BA Tech.
President & CFO, Corporate Secretary

Christa Taylor began her career with Poker.com Inc as a consultant providing
financial leadership, business development, and strategic planning. Along the
way, Ms. Taylor has provided leadership with a number of high profile companies.
They include: Glenayre Technologies Inc. (NASQ:  GEMS), Vancouver as a Financial
Analyst, Sentinel Importing Corporation, North Vancouver providing accounting
services, and Vancouver International Airport in Administration and Auditing. Ms
Taylor brings a wealth of administration and accounting expertise from a broad


                                       15
<PAGE>
range of disciplines. Ms. Taylor has achieved a CMA (Certified Management
Accountants) designation from the Certified Management Accounts of B.C. Her
other educational accomplishments include a Bachelor of Technology and an
Associate Accounting Technologists diploma (AAT).

Keith Andrews.
Director

Mr. Keith Andrews brings a wealth of experience to the company. He currently
serves as Vice President of Strategic Alliances for VERB Exchange; a Vancouver
based unified communications company. Mr. Andrews ran his own successful
consulting firm for 10 years providing services, strategies and contract
negotiating skills to major corporations. He has worked with AT&T, Spectra
Group, IMG, and Keg restaurants. Mr. Andrews has been responsible for major
sponsorship and alliance negotiations involving firms such as Molson Breweries,
Labatt's, Nike, Coca Cola, Pepsi, JBL, BOSE, and major sports affinity
associations. Mr. Andrews provides leadership and vision in identifying
marketing synergies and execution plans that bring value and new opportunities
to the Company's business model.

Cecil Morris
Director

Cecil Morris is a freelance Internet business consultant based in Cape Town,
South Africa with expertise in software programming.



FAMILY RELATIONSHIPS.

There are no family relationships among directors, executive officers or other
persons nominated or chosen be the Company to become officers or executive
officers.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS.

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


ITEM 10. EXECUTIVE COMPENSATION.

The following table summarizes the total compensation of the Chief Executive
Officer and the other most highly compensated executive officers (collectively,
the "Named Executive Officers") of the Company for the year ended December 31,
2001, as well as the total compensation paid to each such individual for the
Company's three previous fiscal years:


                                       16
<PAGE>
<TABLE>
<CAPTION>
SUMMARY COMPENSATION TABLE
---------------------------------------------------------------------------------------------
NAME AND       YEAR   SALARY   BONUS  OTHER ANNUAL   RESTRICTED   OPTIONS  PAY     ALL OTHER
POSITION                PER           COMPENSATION  STOCK AWARDS   /SARS   OUTS  COMPENSATION
                       ANNUM
---------------------------------------------------------------------------------------------
<S>           <C>     <C>      <C>    <C>           <C>           <C>      <C>   <C>
MICHAEL       FISCAL      -0-    -0-           -0-           -0-      -0-   -0-  $      91,671
JACKSON, CEO   2001
---------------------------------------------------------------------------------------------
CHRISTA       FISCAL  $45,331    -0-           -0-           -0-      -0-   -0-            -0-
TAYLOR,        2001
PRESIDENT &
CFO
---------------------------------------------------------------------------------------------
MICHAEL       FISCAL      -0-    -0-           -0-           -0-      -0-   -0-  $      37,500
JACKSON, CEO   2000
---------------------------------------------------------------------------------------------
CHRISTA       FISCAL  $35,000    -0-           -0-           -0-      -0-   -0-            -0-
TAYLOR, CFO    2000
---------------------------------------------------------------------------------------------
MICHAEL       FISCAL      -0-    -0-           -0-           -0-  300,000   -0-  $      19,500
JACKSON, CEO   1999
---------------------------------------------------------------------------------------------
CHRISTA       FISCAL      -0-    -0-           -0-           -0-      -0-   -0-            -0-
TAYLOR, CFO    1999
---------------------------------------------------------------------------------------------
MICHAEL       FISCAL      -0-    -0-           -0-           -0-      -0-   -0-            -0-
JACKSON, CEO   1998
---------------------------------------------------------------------------------------------
CHRISTA       FISCAL      -0-    -0-           -0-           -0-      -0-   -0-            -0-
TAYLOR, CFO    1998
---------------------------------------------------------------------------------------------
</TABLE>

STOCK OPTION GRANTS AND AGGREGATED STOCK OPTION/SAR EXERCISES

The following table sets forth the aggregated Common Stock Options exercised by
the named Executive Officers in the last fiscal year and the year-end value of
unexercised options:


<TABLE>
<CAPTION>
     Aggregated Option/SAR Exercises in Fiscal Year Ended December 31, 2001
                         And Fiscal Year-End Option Values

----------------------------------------------------------------------------------------
NAME        SHARES       VALUE      NUMBER OF UNEXERCISED      VALUE OF UNEXERCISED IN-
         ACQUIRED ON   REALIZED     OPTIONS/SARS AT FISCAL      THE-MONEY OPTIONS/SARS
         EXERCISE (#)     ($)            YEAR-END (#)           AT FISCAL YEAR-END ($)
                                  EXERCISABLE/UNEXERCISABLE   EXERCISABLE/UNEXERCISABLE
----------------------------------------------------------------------------------------
<S>      <C>           <C>        <C>                         <C>
MICHAEL           -0-        -0-                    300,000/                         -0-
JACKSON                                                  -0-
----------------------------------------------------------------------------------------
CHRISTA           -0-        -0-                    300,000/                         -0-
TAYLOR                                                   -0-
----------------------------------------------------------------------------------------
</TABLE>

LONG-TERM  INCENTIVE  PLANS - AWARDS  IN  LAST  FISCAL  YEAR

The  Company initiated a yearly incentive plan that encompasses different facets
of the company including sales initiatives, group goals, personal growth and job
performance.


COMPENSATION  OF  DIRECTORS

A.  STANDARD ARRANGEMENTS.

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


                                       17
<PAGE>
B.  OTHER ARRANGEMENTS.

The Company has no other arrangements for Compensation of the Company's Board of
Directors  except  as  mentioned  in  Section  A  "  Standard  Arrangements".


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

There  are no written contracts or agreements.  Employee salaries are set by the
members  of  the  Board  of  Directors.


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table below sets forth information, as of December 31, 2001, with respect to
beneficial  ownership  of the Company's Common Stock by each person known by the
Company  to  be  the  beneficial owner of more than 5% of its outstanding Common
Stock,  by  each director of the Company, by each Named Executive Officer and by
all  officers  and directors of the Company as a group.  Unless otherwise noted,
each  shareholder  has  sole  investment and voting power over the shares owned.

<TABLE>
<CAPTION>
Class of                 Name and Address of  Amount and Nature of   Percent of
Shares                   Beneficial Owner     Beneficial Ownership   Class of
                                                                     Shares
<S>                      <C>                  <C>                    <C>

Common                   CEDE & Co.                     11,819,385           70%
                         PO Box 222
                         Bowling Green Station
                         New York NY 10274

Common                   Michael Jackson                   592,500         3.50%
Common                   Christa Taylor                          0            0%
--------------------------------------------------------------------------------

Total Common Shares                                     16,950,000          100%
Outstanding

Common                   All Directors and Executives      592,500         3.50%
                         as a Group
</TABLE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Nothing reportable.


ITEM 13. INDEX TO EXHIBITS

FINANCIAL  STATEMENTS  (INCLUDED  IN  PART  II  OF  THIS  REPORT):

Report  of  Independent  Chartered  Accountants

Consolidated  Balance  Sheet - December 31, 2001

Consolidated Statements of Income (Loss) and Retained Earnings (Deficit) -
December 31, 2001

Consolidated Statements of Shareholders' Equity (Deficiency) - December 31, 2001

Consolidated Statements of Cash Flows - December 31, 2001

Notes to Consolidated Financial Statements - December 31, 2001

Consent of Independent Chartered Accountants


                                       18
<PAGE>

POKER.COM, INC.

CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2001 AND 2000
(U.S. DOLLARS)




INDEX                                                                       PAGE
-----                                                                       ----

REPORT OF INDEPENDENT CHARTERED ACCOUNTANTS                                  1

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Balance Sheets                                                  2

Consolidated Statements of Operations                                        3

Consolidated Statements of Stockholders' Equity                              4

Consolidated Statements of Cash Flows                                        5

Notes to Consolidated Financial Statements                                  6-15


<PAGE>
                  REPORT OF INDEPENDENT CHARTERED ACCOUNTANTS

TO THE DIRECTORS AND SHAREHOLDERS OF POKER.COM, INC.

We  have audited the accompanying consolidated balance sheets of Poker.com, Inc.
as  at  December  31,  2001  and 2000 and the related consolidated statements of
operations,  stockholders' equity and cash flows for the two years in the period
ended  December  31,  2001.  These  consolidated  financial  statements  are the
responsibility of the Company's management.  Our responsibility is to express an
opinion  on  these  consolidated  financial  statements  based  on  our  audits.

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

In  our  opinion, these consolidated financial statements present fairly, in all
material  respects,  the  consolidated  financial  position of the Company as at
December  31, 2001 and 2000 and the results of its operations and its cash flows
for  each  of  the two years in the period ended December 31, 2001 in conformity
with  accounting  principles generally accepted in the United States of America.




"Pannell  Kerr  Forster"

Chartered  Accountants

Vancouver,  Canada
February  14,  2002


                                        1
<PAGE>
<TABLE>
<CAPTION>
POKER.COM, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2001 AND 2000
(U.S. DOLLARS)

====================================================================================
                                                               2001         2000
------------------------------------------------------------------------------------
<S>                                                         <C>          <C>
ASSETS

CURRENT
  Cash                                                      $  169,527   $   41,775
  Accounts receivable, net of $18,750 allowance
    for bad debts (notes 3, 10(b) and 14)                      875,390      456,032
  Prepaid expenses and deposits                                 17,062       50,229
------------------------------------------------------------------------------------

TOTAL CURRENT ASSETS                                         1,061,979      548,036
LONG-TERM RECEIVABLE (note 3)                                   68,000      140,000
PROPERTY AND EQUIPMENT (note 4)                                167,576      161,755
INTANGIBLE ASSETS (notes 5 and 6(a))                           220,815      218,346
------------------------------------------------------------------------------------

TOTAL ASSETS                                                $1,518,370   $1,068,137
====================================================================================

LIABILITIES

CURRENT
  Accounts payable and accrued liabilities (notes 6 and 7)  $  500,772   $  569,398
------------------------------------------------------------------------------------

TOTAL LIABILITIES                                              500,772      569,398
------------------------------------------------------------------------------------

CONTINGENCIES AND COMMITMENTS (notes 10 and 12)

STOCKHOLDERS' EQUITY (note 8)

PREFERRED STOCK, $0.01 par value, 5,000,000 shares
authorized, no shares issued and outstanding

COMMON STOCK AND PAID-IN CAPITAL IN EXCESS OF $0.01 PAR
VALUE
  100,000,000  Shares authorized
    16,950,000  (2000 - 16,935,000) shares issued and        1,590,405    1,469,235
             outstanding
TREASURY STOCK, at cost, 27,000 shares                          (6,881)           0
SUBSCRIPTIONS RECEIVED                                          32,480       22,480
OTHER COMPREHENSIVE INCOME                                      18,384        4,755
DEFICIT                                                       (616,790)    (997,731)
------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' EQUITY                                   1,017,598      498,739
------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                  $1,518,370   $1,068,137
====================================================================================
</TABLE>

See notes to consolidated financial statements.

                                        2
<PAGE>
<TABLE>
<CAPTION>
POKER.COM, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2001 AND 2000
(U.S. DOLLARS)

=========================================================================
                                                   2001          2000
-------------------------------------------------------------------------
<S>                                            <C>           <C>
REVENUES
  Marketing and sub-licensing                  $ 1,833,397   $ 1,178,290
  Miscellaneous                                          0         6,000
-------------------------------------------------------------------------

TOTAL REVENUES                                   1,833,397     1,184,290
COST OF GOODS SOLD                                 253,687       314,465
-------------------------------------------------------------------------

GROSS MARGIN                                     1,579,710       869,825
-------------------------------------------------------------------------

EXPENSES
  Wages                                            326,939        93,926
  Website marketing                                261,273       434,838
  Office supplies and services                     129,104        93,309
  Management fees (note 9(b))                      124,175        76,865
  Corporation promotion                             92,234       172,041
  General corporate expenses                        70,843        70,449
  Professional fees                                 28,106        48,217
  Rent                                              19,648        16,156
  Bad debt expense (note 15)                        13,500        55,250
  Insurance                                          7,407             0
  Stock option benefit (note 8(b))                       0        14,235
  Depreciation and amortization                     73,046        27,308
-------------------------------------------------------------------------

TOTAL EXPENSES                                   1,146,275     1,102,594
-------------------------------------------------------------------------

INCOME (LOSS) FROM OPERATIONS                      433,435      (232,769)
WRITE-DOWN OF INTANGIBLE ASSETS                    (52,494)      (94,444)
-------------------------------------------------------------------------

INCOME (LOSS) BEFORE INCOME TAX                    380,941      (327,213)
INCOME TAX                                         133,329             0
REDUCTION OF INCOME TAX ON LOSS CARRYFORWARD
  APPLICATION                                     (133,329)            0
-------------------------------------------------------------------------

NET INCOME (LOSS) FOR YEAR                     $   380,941   $  (327,213)
=========================================================================

NET INCOME (LOSS) PER SHARE                    $      0.02   $     (0.02)
=========================================================================

WEIGHTED AVERAGE NUMBER OF COMMON
  SHARES OUTSTANDING                            16,943,219    15,984,330
=========================================================================
</TABLE>

See notes to consolidated financial statements.


                                        3
<PAGE>
<TABLE>
<CAPTION>
POKER.COM, INC.
CONSOLIDATED  STATEMENTS  OF  STOCKHOLDERS'  EQUITY
YEARS  ENDED  DECEMBER  31,  2001  AND  2000
(U.S.  DOLLARS)

=======================================================================================
                                                                 2001          2000
---------------------------------------------------------------------------------------
<S>                                                          <C>           <C>
SHARES OF COMMON STOCK ISSUED
  Balance, beginning of year                                  16,935,000    14,100,000
  Issued for
    Settlement of debt                                                 0       225,000
    Cash                                                          15,000     1,080,000
    Subscriptions receivable                                           0        30,000
    Subscriptions previously received                                  0     1,500,000
---------------------------------------------------------------------------------------
  Balance, end of year                                        16,950,000    16,935,000
=======================================================================================

COMMON STOCK AND PAID-IN CAPITAL
  IN EXCESS OF $0.01 PAR VALUE
  Balance, beginning of year                                 $ 1,469,235   $   510,000
  Issued for
    Settlement of debt                                                 0       175,000
    Cash                                                           2,250       260,000
    Subscriptions previously received                                  0       500,000
    Subscriptions receivable                                           0        10,000
    Stock option benefit                                         118,920        14,235
---------------------------------------------------------------------------------------
  Balance, end of year                                         1,590,405     1,469,235
=======================================================================================

TREASURY STOCK
  Purchase                                                        (6,881)            0
=======================================================================================

SUBSCRIPTIONS RECEIVED
  Balance, beginning of year                                      22,480       500,000
  Issued for subscriptions received                                    0      (500,000)
  Subscriptions received                                          10,000        32,480
  Subscriptions receivable                                             0       (10,000)
---------------------------------------------------------------------------------------
  Balance, end of year                                            32,480        22,480
=======================================================================================

OTHER COMPREHENSIVE INCOME (LOSS)
  Balance, beginning of year                                       4,755       (14,130)
  Foreign currency translation gain                               13,629        18,885
---------------------------------------------------------------------------------------
  Balance, end of year                                            18,384         4,755
=======================================================================================

DEFICIT
  Deficit accumulated during the development stage (note 1)     (997,731)     (670,518)
  Net income (loss) for year                                     380,941      (327,213)
---------------------------------------------------------------------------------------

  Balance, end of year                                          (616,790)     (997,731)
---------------------------------------------------------------------------------------

TOTAL STOCKHOLDERS' EQUITY                                   $ 1,017,598   $   498,739
=======================================================================================
</TABLE>

See notes to consolidated financial statements.


                                        4
<PAGE>
<TABLE>
<CAPTION>
POKER.COM, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2001 AND 2000
(U.S. DOLLARS)

============================================================================
                                                         2001        2000
----------------------------------------------------------------------------
<S>                                                   <C>         <C>
OPERATING ACTIVITIES
  Net income (loss)                                   $ 380,941   $(327,213)
  Adjustments to reconcile net income (loss( to
  net cash provided (used) by operating activities
    Loss on disposal of asset                                 0      94,444
    Write-down of intangible asset                       52,494           0
    Depreciation and amortization                        73,046      27,308
    Stock option benefit                                118,920      14,235
  Changes in non-cash working capital
    Accounts receivable                                (419,358)   (356,627)
    Prepaid expenses and deposits                        33,167     (47,594)
    Accounts payable and accrued liabilities            (68,626)    452,945
----------------------------------------------------------------------------

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES     170,584    (142,502)
----------------------------------------------------------------------------

INVESTING ACTIVITIES
  Purchase of property and equipment                    (52,337)          0
  Purchase of intangible assets                         (81,493)   (145,740)
  Long-term receivable                                   72,000      10,000
----------------------------------------------------------------------------

NET CASH USED IN INVESTING ACTIVITIES                   (61,830)   (135,740)
----------------------------------------------------------------------------

FINANCING ACTIVITIES
  Subscriptions                                          10,000           0
  Proceeds from issuance of common stock                  2,250     260,000
  Purchase of treasury stock                             (6,881)          0
----------------------------------------------------------------------------

NET CASH PROVIDED BY FINANCING ACTIVITIES                 5,369     260,000
----------------------------------------------------------------------------

EFFECT OF FOREIGN CURRENCY TRANSLATION ON CASH           13,629      18,885
----------------------------------------------------------------------------

INFLOW OF CASH                                          127,752         643
CASH, BEGINNING OF PERIOD                                41,775      41,132
----------------------------------------------------------------------------

CASH, END OF PERIOD                                   $ 169,527   $  41,775
============================================================================

SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS
  Reduction of subscriptions received by
    issuance of shares                                $       0   $(400,000)
  Assets received for share subscriptions             $       0   $  32,480
  Issue of common stock for
    payment of debt                                   $       0   $ 175,000
============================================================================
</TABLE>

See notes to consolidated financial statements.


                                        5
<PAGE>
POKER.COM,  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31
(U.S.  DOLLARS)

================================================================================

1.   INCORPORATION  AND  NATURE  OF  OPERATIONS

     Poker.com, Inc. was incorporated in the State of Florida on May 3, 1989 and
     remained  inactive  until  June 27, 1998. The name was changed from Thermal
     Ablation  Technologies  Corporation  to Poker.com, Inc. on August 10, 1999.
     Prior  to  January  1,  2001,  the  Company was in the development stage as
     defined  in Statement No. 7 of the Financial Accounting Standards Board and
     had  accumulated  a  deficit  of  $997,731  to  that  date.

     The  Company  earns  revenue  from  a  variety  of Internet sources such as
     sub-licensing  of  software,  marketing  and  royalty  fees.

2.   SIGNIFICANT  ACCOUNTING  POLICIES

     (a)  Principles  of  consolidation

          These financial statements include the accounts of Poker.com, Inc. and
          its  wholly-owned  subsidiaries,  Casino  Marketing S.A. ("Casino"), a
          Costa  Rican  company  and  564448  B.C. Ltd., a Canadian company. All
          significant  intercompany  balances  and  transactions  have  been
          eliminated.

     (b)  Depreciation  and  amortization

          Depreciation  and  amortization  are  provided using the straight-line
          method  based  on  the  following  estimated  useful  lives:

                  Furniture                             -    2  years
                  Computer  hardware  and  software     -    3  years
                  Intangible  assets                    -   40  years

          The  Company  reviews  long-term  assets  to determine if the carrying
          amount  is  recoverable  based  on  the  estimate  of future cash flow
          expected  to  result  from  the  use  of  the  asset  and its eventual
          disposition.  If in this determination there is an apparent shortfall,
          the  loss  will  be  recognized  as  a  current  charge to operations.

     (c)  Net  income  (loss)  per  share

          Net  income  (loss)  per  share computations are based on the weighted
          average  number  of  common  shares  outstanding  during  the  year.


                                        6
<PAGE>
POKER.COM,  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31
(U.S.  DOLLARS)

================================================================================

2.   SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

     (d)  Revenue  recognition

          The  Company  recognizes  revenues  from licensees and customers on an
          accrual  basis  based on agreed terms of licenses and contracts as the
          services  are  rendered. Allowances for non-collection of revenues are
          made  when  collectibility  becomes  uncertain.

          In May 1997 a Statement of Position "Software Revenue Recognition (SOP
          97-2)"  was  issued  effective for transactions entered into in fiscal
          years  beginning  after  December 16, 1997. SOP 97-2 as amended by SOP
          98-9  provides  revised  and  expanded  guidance  on  software revenue
          recognition  and  applies  to  all  entities  that  earn  revenue from
          licensing,  selling  or  otherwise  marketing  computer  software. The
          application  of SOP 97-2 and SOP 98-9 has not had a material impact on
          the  Company's  results  of  operations.

          In  December  1999,  the  SEC issued Staff Accounting Bulletin ("SAB")
          101,  "Revenue  Recognition,"  which  outlines the basic criteria that
          must  be  met  to  recognize  revenue  and  provides  guidance  for
          presentation  of  revenue  and  for  disclosure  related  to  revenue
          recognition  policies  in financial statements filed with the SEC. The
          implementation  of  SAB  101  has  not  had  a  material impact on the
          Company's  financial  position  and  results  of  operations.

     (e)  Foreign  currency  translation

          Amounts recorded in foreign currency are translated into United States
          dollars  as  follows:

          (i)  Monetary  assets  and  liabilities  are translated at the rate of
               exchange  in  effect  at  the  balance  sheet  date;

          (ii) Revenues  and expenses, at the rates in effect at the time of the
               transaction.

          Gains and losses arising from this translation of foreign currency are
          excluded  from  net  income (loss) for the period and accumulated as a
          separate  component  of  stockholders'  equity.

     (f)  Use  of  estimates

          The  preparation of financial statements in conformity with accounting
          principles generally accepted in the United States of America requires
          management  to make estimates and assumptions that affect the reported
          amount  of assets and liabilities and disclosures 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  those estimates and would impact
          future  results  of  operations  and  cash  flows.


                                        7
<PAGE>
POKER.COM,  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31
(U.S.  DOLLARS)

================================================================================

2.   SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

     (g)  Financial  instruments

          The Company's financial instruments include cash, accounts receivable,
          accounts  payable  and accrued liabilities. It is management's opinion
          that  the  Company  is  not  exposed to significant interest or credit
          risks arising from these financial instruments and that currency risks
          are  nominal.  The  carrying  value  of  these  financial  instruments
          approximate  their  fair  values  because  of  their short maturities.

     (h)  Stock  based  compensation

          The  Company applies APB Opinion No. 25 and related interpretations in
          accounting  for  its employee stock option plans. Compensation expense
          is  recorded  when  options  are granted to management at discounts to
          market.

3.   ACCOUNTS  RECEIVABLE

     Accounts  receivable at December 31, 2001 includes $627,275 receivable from
     a  corporation  which  also  collects  royalties, commissions and fees from
     various  licensees  and  customers  of  the  Company.

     Receivables  also  include  an  amount  receivable from the same company at
     $6,000  per  month  commencing  in  2001  over  a  2  year  period.  It  is
     non-interest  bearing. In the opinion of management, the discounted present
     value  of  the long-term receivable approximates its book value at December
     31,  2001  due  to  its  short  maturity.

4.   PROPERTY  AND  EQUIPMENT

<TABLE>
<CAPTION>
================================================================
                                          Accumulated
                                 Cost    Depreciation     Net
----------------------------------------------------------------
<S>                            <C>       <C>            <C>

Computer hardware              $ 20,074  $       6,367  $ 13,707
Computer software (note 6(c))   162,106         14,058   148,048
----------------------------------------------------------------

Balance, December 31, 2000     $182,180  $      20,425  $161,755
================================================================

Furniture                      $  1,537  $         769  $    768
Computer hardware                54,194         17,479    36,715
Computer software (note 6(b))   205,316         75,223   130,093
----------------------------------------------------------------

Balance, December 31, 2001     $261,047  $      93,471  $167,576
================================================================
</TABLE>


                                        8
<PAGE>
POKER.COM,  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31
(U.S.  DOLLARS)

================================================================================

5.   INTANGIBLE  ASSETS

     Pursuant  to  an  agreement  dated  July 16, 1999, the Company acquired for
     $225,000  the  exclusive  marketing  and  licensing rights to the Poker.com
     domain (note 6(a)). The license will revert to ALA Corp. ("ALA"), the owner
     of  the  domain,  if  the  Company:

     (a)  fails  to  perform  or  defaults  on  the  agreement;
     (b)  causes  the  owner  of  the  domain  to be in violation of any law; or
     (c)  becomes  insolvent.

     Amortization  of  $9,251 was charged in previous years against the original
     cost  of $225,000 resulting in a net book value of $215,749 at December 31,
     2001.

6.   LICENSE  AGREEMENTS

     (a)  Uninet  Technologies

          Pursuant to an agreement dated July 16, 1999, the Company obtained the
          exclusive marketing and licensing rights to the Poker.com domain, from
          Uninet  Technologies ("Uninet"), which obtained the rights from ALA in
          exchange  for  750,000  common  shares  and  $100,000.  As part of the
          transaction,  an  additional  750,000  shares  valued at $125,000 were
          issued  to  the  officers  of the Company as compensation expense. The
          previous  CEO of the Company is also a director of Uninet. The Company
          is  obligated  to  pay  a  4%  royalty  of any gross revenue including
          marketing  revenue from the Casino site to ALA. Title will transfer to
          the  Company  once  total  cumulative  royalties  exceed  $1,000,000.
          Accounts  payable at December 31, 2001 includes $3,875 payable to ALA.

     (b)  Starnet  Systems  International  Inc.

          Pursuant  to  an Agreement ("Agreement") dated September 14, 2000, the
          Company  purchased  a non-transferable license and a single sublicense
          of  Starnet  System  International  Inc.'s  ("SSII")  Internet  Casino
          software  in  return  for  the  following:

          (i)   certain advertising  on  the  Poker.com  portal  worth $100,000;

          (ii)  monthly fees  based  on a percentage of net monthly revenue; and

          (iii) an additional minimum $25,000 per month, which will be waived on
                a  month-to-month basis if the Company can prove that it spent a
                minimum  of  $25,000  per  month  marketing  its  website.


                                        9
<PAGE>
POKER.COM,  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31
(U.S.  DOLLARS)

================================================================================

6.   LICENSE  AGREEMENTS  (Continued)

          The  Company is also obligated to spend, on a monthly basis, a minimum
          of  15%  of  the previous month's net revenue on the marketing and the
          promoting  of  its  site.

          The  Agreement is automatically renewed for one year period unless the
          Company  gives written notice at least 45 days prior to the end of any
          one  year  period. SSII can terminate this Agreement by giving written
          notice  at  least  6  months  prior  to  the  end of any one year term
          provided,  including  the  first  year  of  the  Agreement.

     (c)  Gamingtech

          Pursuant to an agreement dated November 29, 1999, Casino purchased the
          following  for  $100,000:

          (a)  the  non-exclusive  and  non-transferable  right  to  sub-license
               Gamingtech's  gaming  software;  and

          (b)  the  right  of  Casino's  sub-licensees  to  grant the use of the
               software  to  end  users.

          This  amount  has  been  capitalized  as  computer software. Casino is
          obligated to pay Gamingtech a set-up fee for each new sub-licensee and
          a  percentage  of gross revenue of every sub-licensee. At December 31,
          2001,  $103,014  is  included  in  accounts payable. In the year ended
          December 31, 2000, management determined the software was obsolete and
          recorded  a  loss  on  disposal  of  $94,444.

     (d)  Transnet  International  S.A.

          Pursuant  to  an  agreement  dated  February  15,  2000,  the  Company
          purchased  the  unlimited  right  to  use,  distribute  or  sublicense
          Transnet International S.A.'s ("Transnet") poker software. The Company
          must:

          (i)   pay  $30,000  (paid);
          (ii)  issue  240,000  (80,000  pre-split)  shares  of  Poker.com  Inc.
                (unissued).  These  shares  were  deemed  to be issued at $0.406
                each, the  last  traded  price  on  February  15,  2000;  and
          (iii) payment  of  continuing license fees as agreed of sub-licensees'
                monthly  rate  from  the  tables.

          The  Company  must also pay Transnet for additional sub-licenses at an
          agreed  upon  amount.


                                       10
<PAGE>
POKER.COM,  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31
(U.S.  DOLLARS)

================================================================================

6.   LICENSE  AGREEMENTS  (Continued)

     (e)  Trimon  Systems  Inc.

          Pursuant  to a Definitive Master License Agreement ("Agreement") dated
          July  31,  2001,  the  Company  purchased:

          (i)   non-exclusive, non-transferable license to use the software only
                in  connection with  the  business  and  to  transmit the client
                software  directly or  assign  the rights to use the software to
                Antico  Holdings  SA (a  Poker.com  Inc.  sub-licensee)  only in
                Object  code  form  to  end  users  by  means  of  Electronic
                Distribution;

          (ii)  a  non-exclusive,  non-transferable  license  to  sell  to third
                parties  sub-license  and/or  a  Master  license;  and

          (iii) a non-exclusive, non-transferable license to use and to grant to
                end  users the  right  to use the client software in object code
                form,  only while  connected  to  a  server  on which the server
                component  of  the  software  is  installed.

          Consideration was cash upon signing of the agreement and royalty fees,
          based  on  net  house  winnings  generated  by  Master Licensee of the
          royalties  earned  from  its  sub-licensees for the entire term of the
          Agreement.  These  will  be  expensed  as  incurred.

7.   ACCOUNTS  PAYABLE  AND  ACCRUED  LIABILITIES

<TABLE>
<CAPTION>
          ======================================================================
                                                                2001      2000
          ----------------------------------------------------------------------
<S>                                                           <C>       <C>

          Trade payables                                      $316,093  $391,108
          Payable to Gamingtech (note 6(c))                    103,014   103,014
          Management fees payable to officers and directors     77,365    44,240
          Royalties payable (note 6(a))                          3,875    24,208
          Advances from related parties (note 9(c))                425     6,828
          ----------------------------------------------------------------------
                                                    $500,772  $569,398
          ======================================================================
</TABLE>


                                       11
<PAGE>
POKER.COM,  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31
(U.S.  DOLLARS)

================================================================================

8.   STOCKHOLDERS'  EQUITY

     (a)  On  August  16,  2000  the  Company split its stock on a three-for-one
          basis.  All  of  the  shares  and per share amounts presented in these
          financial  statements  have  been  adjusted  to  give  effect  to this
          three-for-one  split.

     (b)  Stock  options

          The  Company  may  issue up to 6,000,000 shares under the terms of the
          1998  Combined  Incentive  and  Nonqualified  Stock  Option  Plan  to
          employees,  officers,  directors  and agents of the Company. Incentive
          stock  options granted to employees holding more than 10% of the total
          voting power of all classes of stock must have an exercise price of at
          least  110%  of fair market value at date of grant. Options granted to
          other employees shall have an exercise price of not less than the fair
          market  value  at  date  of  grant. Non-qualified stock options may be
          granted  at  exercise  prices  more  or less than or equal to the fair
          market  value  at  date  of  grant.

          The following table summarizes the Company's stock option activity for
          the  years  ended  December  31,  2001  and  2000:

<TABLE>
<CAPTION>
          ===============================================================
                                                                Weighted
                                                    Exercise     Average
                                        Number        Price     Exercise
                                      of Options   Per Option     Price
          ---------------------------------------------------------------
<S>                                   <C>          <C>          <C>

          Balance, December 31, 1999   1,410,000   $      0.33  $    0.33
          Granted during year
            ended December 31, 2000      172,500   $      0.33  $    0.33
          Cancelled                     (138,000)  $      0.33  $    0.33
          ---------------------------------------------------------------

          Balance, December 31, 2000   1,444,500   $      0.33  $    0.33
          Granted during year            415,000   $      0.15  $    0.15
            Exercised                    (15,000)  $      0.15  $    0.15
            Cancelled                   (313,500)  $      0.15  $    0.15
          ---------------------------------------------------------------

          Balance, December 31, 2001   1,531,000   $      0.15  $    0.15
          ===============================================================
</TABLE>

          Effective  March  1,  2001  all options outstanding were repriced from
          $0.33  to  $0.15.

          As  a  result  of  this  change,  these options became variable and an
          additional  compensation  expense  of  $101,920  was charged to wages.


                                       12
<PAGE>
POKER.COM,  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31
(U.S.  DOLLARS)

================================================================================

8.   STOCKHOLDERS'  EQUITY  (Continued)

          The  Company applies APB Opinion No. 25 and related interpretations in
          accounting  for  its  stock  options  granted  to  employees,  and
          accordingly,  compensation  expense  of  $17,000  (2000  - $7,875) was
          recognized  as  salaries  expense.  Had  compensation  expense  been
          determined  as  provided  in SFAS 123 using the Black-Scholes option -
          pricing model, the pro-forma effect on the Company's net income (loss)
          and  per  share  amounts  would  have  been  as  follows:

<TABLE>
<CAPTION>
          ==============================================================
                                                      2001       2000
          --------------------------------------------------------------
<S>                                                 <C>       <C>

          Net income (loss), as reported            $380,941  $(327,213)
          Net income (loss), pro-forma               373,041   (332,126)
          Net income (loss) per share, as reported      0.03      (0.02)
          Net income (loss) per share, pro-forma        0.03      (0.02)
          ==============================================================
</TABLE>

          The  fair value of each option grant is calculated using the following
          weighted  average  assumptions:

<TABLE>
<CAPTION>
          ==============================================================
                                                      2001       2000
          --------------------------------------------------------------
<S>                                                 <C>       <C>

          Expected life (years)                            2         2
          Interest rate                                  5.0%      6.0%
          Volatility                                  129.66%    19.19
          Dividend yield                                 0.0%      0.0%
          ==============================================================
</TABLE>

          During  the  prior  year  the  Company granted 20,000 stock options to
          non-employees.  These  options  have been recognized applying SFAS 123
          using  the  Black-Scholes  option-pricing  model  which  resulted  in
          additional  legal and consulting fees of $6,360 in the accounts in the
          year  2000.

9.   RELATED  PARTY  TRANSACTIONS

     (a)  The  Company  paid  the  following amounts to companies that employ an
          ex-executive  officer  of  the  Company:

<TABLE>
<CAPTION>
          ==============================================================
                                                      2001       2000
          --------------------------------------------------------------
<S>                                                 <C>       <C>
          Rent and office services                  $      0  $   21,892
          Management and consulting fees                   0      10,909
                                                    $      0  $   32,801
          ==============================================================
</TABLE>


                                       13
<PAGE>
POKER.COM,  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31
(U.S.  DOLLARS)

================================================================================

9.   RELATED  PARTY  TRANSACTIONS  (Continued)

     (b)  During  the  year ended December 31, 2001, the Company paid management
          fees  of  $91,670  (2000  -  $60,000)  to  an  ex-officer.

     (c)  Advances  from  related  parties  are  from  companies controlled by a
          shareholder  and  director.  The  amounts are non-interest bearing and
          have  no  terms  of  repayment.

10.  CONTINGENCIES

     (a)  At  present,  the  sale  of  Internet  gaming  software/licenses  is
          unregulated.  As  the  Internet  grows  in  popularity  and use, it is
          possible  that  certain laws and regulations will be adopted which may
          materially  affect  the  Company's  ongoing  operations.

     (b)  A significant portion of the Company's accounts receivable is due from
          its  master licensee. The inability of the master licensee to meet its
          obligations  could  materially  impact  future  operating  results.

11.  INCOME  TAXES

     A  deferred  tax asset stemming from the Company's net operating loss carry
     forward,  has  been  reduced  by  a  valuation  account  to  zero  due  to
     uncertainties  regarding  the  utilization  of  the  deferred  assets.

<TABLE>
<CAPTION>
     ================================================================================
                                                                       2001     2000
     --------------------------------------------------------------------------------
<S>                                                                 <C>         <C>
     Income tax (provision) benefit at the federal statutory rate
      of 35%                                                        $ 133,329   $   0
     Valuation allowance changes affecting the provision for
     income taxes                                                    (133,329)      0
     --------------------------------------------------------------------------------
                                                                    $       0   $   0
     ================================================================================
</TABLE>

     The  Company's  income  tax  provision  was  computed  based on the federal
     statutory  rate.

     At  December 31, 2001, the Company has available a net operating loss carry
     forward  of approximately $223,000 which it may use to offset future United
     States  federal taxable income. The net operating loss carry forward if not
     utilized,  will  begin  to  expire  in  2018.

12.  COMMITMENTS

     (a)  The  Company  is  obligated  to  compensate one of its ex-officers for
          management  fees  calculated as the greater of 5% of gross revenues or
          $5,000  per  month.

     (b)  The  Company  occupies  leased premises at an annual rental of $19,648
          under  terms  of  a  lease  expiring  in  April  2003.


                                       14
<PAGE>
POKER.COM,  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31
(U.S.  DOLLARS)

================================================================================

13.  COMPREHENSIVE  INCOME  (LOSS)

<TABLE>
<CAPTION>
     =================================================
                                    2001       2000
     -------------------------------------------------
<S>                               <C>       <C>

     Net income (loss)            $380,941  $(327,213)
     Other comprehensive
       Income                       13,629     18,885
     -------------------------------------------------
     Comprehensive income (loss)  $394,570  $(308,328)
     =================================================
</TABLE>

14.  BAD  DEBT  EXPENSE

     During  the year ended December 31, 2001, the Company recorded an allowance
     for  bad  debts  of  $18,750  of  which $13,500 was deemed uncollectible by
     management. As at December 31, 2001, management estimates that an allowance
     for  bad  debts  of  $18,750  would  be  appropriate.


                                       15
<PAGE>