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

                                   FORM 10-KSB

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

     For the fiscal year ended December 31, 2002

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

     For the transition period from________________ to ________________

     Commission File No. 000-50068

                                 POKER.COM, INC.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

            FLORIDA                                       98-0199508
(State or other jurisdiction of                  (Employer Identification No.)
 incorporation or organization)

                          630-1188 West Georgia Street
                  Vancouver, British Columbia, Canada  V6E 4A2
           ------------------------------------------------------------
                    (Address of principal executive offices)

                                 (604) 689-5998
           ------------------------------------------------------------
                          Registrant's telephone number

          (Former Name or Former Address, if changed since last report)

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

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

Indicate by check mark whether the registrant (1) filed all reports required to
be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12
months (or for such shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90
days.

YES  [ x ]     NO  [   ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and no disclosure will be contained,
to the best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.  [   ]


<PAGE>
State issuer's revenues for its most recent fiscal year.  $2,402,564

State the aggregate market value of the voting stock held by non-affiliates
computed by reference to the price at which the stock was sold, or the average
bid and asked prices of such stock, as of a specified date within the past 60
days.

April 11, 2003 - $0.01.  There are approximately 14,771,600 shares of voting
common stock of the Company held by non-affiliates.

    REGISTRANTS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PAST FIVE YEARS

                                 Not applicable.


                    APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of the registrant's classes of
common equity, as of the latest practicable date:

     April 13, 2003  -  20,175,000 Common Shares

                       DOCUMENTS INCORPORATED BY REFERENCE

A description of "Documents Incorporated by Reference" is contained in Item 13
of this Report.

Transitional Small Business Registrant Format   Yes [ X ]  No [   ]

NOTE REGARDING FORWARD LOOKING STATEMENTS

This  annual  report  on  Form  10-KSB  ("Report")  contains statements that may
contain  forward-looking  statements,  concerning  the  Registrant's  future
operations  and planned future acquisitions and other matters and the Registrant
intends  that such forward-looking statements be subject to the safe harbors for
such  statements.  Any  statements  that  involve  discussions  with  respect to
predictions,  expectations,  belief, plans, projections, objectives, assumptions
or  future  events  or performance (often, but not always, using phrases such as
"expects",  or  "does  not  expect",  "is  expected", "anticipates" or "does not
anticipate", "plans", "estimates" or "intends", or stating that certain actions,
events  or  results  "may",  "could", "might", or "will" be taken to occur or be
achieved)  are  not  statements  of  historical fact and may be "forward looking
statements".  These  forward-looking statements, include statements relating to,
among  other  things,  the ability of the Registrant to continue to successfully
compete  in  its  markets.

The  Registrant  cautions  readers  not  to  place  undue  reliance  on any such
forward-looking  statements,  which  speak  only  as  of  the  date  made.  Such
forward-looking  statements  are  based  on  the  beliefs  and  estimates of the
Registrant's  management  as  well  as  on  assumptions  made by and information


<PAGE>
currently  available  to  the  Registrant at the time such statements were made.
Forward  looking  statements are subject to a variety of risks and uncertainties
which could cause actual events or results to differ from those reflected in the
forward looking statements, including, without limitation, the failure to obtain
adequate  financing  on a timely basis and other risks and uncertainties. Actual
results  could  differ  materially  from  those projected in the forward-looking
statements,  either as a result of the matters set forth or incorporated in this
Report generally and certain economic and business factors, some of which may be
beyond  the  control  of  the  Registrant.

These  factors  include, among others, the risk factors discussed in the section
entitled "risk factors." The Registrant disclaims any obligation subsequently to
revise  any  forward-looking statements to reflect events or circumstances after
the  date  of  such  statements  or  to reflect the occurrence of anticipated or
unanticipated  events.


                                     PART I

ITEM 1.     DESCRIPTION OF BUSINESS

BUSINESS  DEVELOPMENT

The  company was incorporated in Florida on May 3, 1989 as Sparta Ventures Corp.
In  1998  we entered into an agreement with Thermal Ablation Technologies Canada
Inc.,  which  had  developed  a  thermal  balloon  ablation  system to eliminate
dysfunctional uterine bleeding. Our obligation was to raise $3 million to pursue
the  development  of a prototype unit. As a result of this agreement, we changed
our  name  to  Thermal  Ablation  Technology  Corporation on October 8, 1998. We
raised  $150,000  on  a  private  placement  basis  which  was invested into the
development of the prototype but we were unable to raise any further capital and
as a result, the deal collapsed. After several months of unsuccessful operations
Thermal was abandoned and we were reclassified as a development stage enterprise
in 1998.  We retained a 6% interest in Thermal Ablation Technologies Canada Inc.
with  no  further  obligation.

In June, 1999, our directors undertook to restructure the company by agreeing in
principal  to  sublicense the URL www.poker.com from UniNet Technology Inc., and
                                  -------------
undertook  the  development  of  an  on-line  internet gaming marketing company.
UniNet  was in the process of negotiating a license of the URL from Ala Corp. on
the  basis  that  the rights to the URL would be sub-licensed to us immediately.
We  appointed  one  of  UniNet's  directors to our board and on July 9, 1999, we
entered  into  a  sub-license  with  UniNet  and  began  our  research in to the
acquisition  of  a  casino  and/or  poker  software  license.

The terms of our agreement with UniNet included paying to Ala Corp. $100,000 and
issuing  it  750,000  shares  of  our common stock as an initial fee plus pay an
on-going  royalty  of 4 % of our gross revenue to Ala Corp.  Half of the 750,000
shares  referred  to above were issued to two of our directors, one of whom was,
at  the  time, also a director of UniNet.  Pursuant to our sub-license agreement
with  UniNet, we have the exclusive worldwide rights to market the www.poker.com
URL until the year 2098.  In addition, the title to the URL transfers to us free
and  clear  of  all encumbrances  when the cumulative on-going royalties paid to
Ala  Corp.  exceed  $1  million.


<PAGE>
In  August 1999, we entered into a one-year non-exclusive license agreement with
ASF  Software  Inc.  of Belize. ASF agreed to license to us certain multi-player
poker  software  with  the specific provision that we would then sub-license the
software  to  third parties.  The terms of the license with ASF included payment
of  $135,000  plus  an  on-going  royalty  of  20% of the rake. The agreement is
automatically  renewed  for  one-year periods and either party may terminate the
agreement with 90 days notice to the other party.  In addition, ASF's associated
company  would  provide  credit  card  processing  for  a  fee  of  5.75%.

On  August  10,  1999,  we changed our name to Poker.com, Inc. and on August 19,
1999,  our  common  stock became quoted on the NASD OTC Bulletin Board under the
symbol  'PKER'  .

As  our  business  was  to  market  and  resell  gaming  licenses (as opposed to
operating  casinos  or card rooms), in August 1999, we entered into an agreement
with  Antico  Holdings  S.A. ("Antico") a Costa Rican company whereby we granted
Antico  exclusive  worldwide  rights  to use the URL wwe.poker.com for operating
casino  and/or  card rooms, in consideration of $200,000.  We retained 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.

Pursuant  to  our  agreement  with Antico, we earn a marketing fee of 20% of all
deposits  made  to  Antico's poker card room by players who log in to play poker
and  use  their  credit  cards  or  send wire transfers to deposit funds to play
poker.

In  September  1999, we raised $500,000 on a private placement basis to fund the
development  of  our  business  model, 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  our  portal.

On  November 29, 1999, our subsidiary, Casino Marketing S.A., purchased a Master
Sub-license  Agreement  from  Gamingtech  Corporation (a subsidiary of Chartwell
Technologies  Inc.  which  developed  a  suit  of  18  casino  games).  We  paid
Gamingtech  $100,000 for the non-exclusive worldwide rights to sell Gamingtech's
casino  software  program licenses. Our agreement with Gamingtech enables us to:

          a)   sell  independent  casino software program sub-licenses for up to
$75,000  plus a gross royalty fee of up to 35% of monthly net operating  profit.
This  independent  sub-license  will  enable the purchaser to use the licensor's
proprietary  software;  and,

          b)   sell  dependant sub-license casino 'links' for up to $35,000 plus
a  gross  royalty  fee  of  between  35%  and up to 65% of the sub-licensees net
monthly  revenue. In this situation the dependant sub-licensee is linked into an
independent  sub-licensees  proprietary  software  and  does  not  have  its own
proprietary  software

In  December 1999, we raised a further $360,000 on a private placement basis for
general  working  capital.


<PAGE>
On January 10, 2000, we sold one of Gamingtech's independent casino sub-licenses
to  Antico  for  $50,000  with  the understanding that Antico would assist us in
providing  technical  and  administrative services from Costa Rica to our casino
sub-licensees.  Antico  will  pay us 35% of the net profits generated from their
casino,  known  as Visual Casino. Antico will earn from web masters who purchase
links  to  Visual  Casino  from  us, a 3% administration fee. Visual Casino will
provide  the  webmaster  virtual time statistics on who is playing, how much has
been  deposited  and  how  much  has  been  won  by  the  players.

We realized by late December 1999 that the ASF software was outdated and ASF was
refusing  to  update  the  software.  We  decided  to find a new provider and in
February  2000, we entered into a contract with TransNet International S.A. with
a  view to provide us with a new generation poker software license for a term of
50  years. We paid $30,000 to TransNet and agreed to an on-going royalty payment
of  20% of the Rake from the use of the software plus a fee of $50,000 for every
master license we sold.   The software was delivered to us in August of 2000 and
we  have since that time sold master card room licenses and sub-licenses. Antico
agreed  to  accept the new software program in place of the ASF software despite
the  problems  in  change  over.

After  notice  was given to ASF of cancellation of the master license agreement,
ASF  instructed  Credit  Card  Processing  of Belize to hold back payments which
resulted in Antico not being paid the 15% hold backs and its inability to pay us
royalty  payments.  Antico  agreed  to assign the withholding payments to ensure
that  we  receive  the  outstanding  royalty  fees  due.

By  mid 2000, we realized that the Gamingtech software was badly constructed and
Gamingtech  was  unable  to  upgrade  its system.  As a result, 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.   We then cancelled our agreement with
Gamingtech.

By  December  2000,  we  had  launched  two  Starnet  Casino  websites.

In  July 2001, we launched a poker affiliate software program, which enabled sub
licensees to offer webmasters the ability to earn fees by directing traffic to a
poker.com  poker room.  Features of the affiliate program included no investment
and  no  risk  to  the  webmasters,  real-time  statistics, accumulated bad beat
jackpot,  and  24/7  technical  and  customer  support.

We  offered  alternative  casino  software to our customers in July 2001 when we
entered  into a strategic relationship with Trimon Software Systems Inc.  Trimon
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  our  casino owner/operators to extend their poker and casino games into
the  wireless  and  closed  circuit  areas  through  wap  (wireless  application
protocol),  casino-on-tv.  and  casino  kiosk.

In  September 2001 we sold a master license to Microgaming Systems Ltd. (a South
African/UK  Company  and one of the largest casino licensors on the internet) to
market  online multi-player poker software sublicenses.  Microgaming's intention
was to provide all their casino licensees with a poker card room sublicense.  We
would  earn a licensing fee for each sublicense sold plus a monthly royalty fee.
We would be responsible to pay TransNet a corresponding license fee and royalty.


<PAGE>
In  November  2001,  we entered into an agreement with Focusnet Capital Inc. and
Pyramid  Casino  to  provide  a  master  poker  card  room.

On  November  30,  2001,  our subsidiary, Casino Marketing, amended its original
agreement  with TransNet whereby the fee payable to TransNet was reduced down as
follows:  (i) a $50,000 license fee was payable provided Casino Marketing sold a
master  license  for  $100,000  or more; (ii) if sold for under $100,000 the fee
would be reduced to 40%. TransNet also agreed to provide Casino Marketing with a
new  software  program  to  enable Casino Marketing to sell sub-licenses for not
less than $50,000. TransNet was to receive a fee of $20,000 for each sub-license
sold.  It  was  further agreed that the royalty fee payable to TransNet would be
reduced  to  50%  of  the  royalties  that  Casino  Marketing  received  from
sub-licensees  rather  than  20%  of  the  rake.


SUBSEQUENT  EVENT

In January 2003, we acquired the rights to a provisional patent for the method
of determining skill in a tournament setting which would enable us to initiate
the development of an on-line game of skill poker.  We also entered into an
agreement with Pokersoft Corporation A.V.V. for the development of software
using the skill based system of our patent pending technology.

As such, our strategy is to enter into the on-line skill based gaming business
through our subsidiary corporation Skill Poker.com, Inc. and to operate skill
based tournaments in the United States and in Canada.  There can however, be no
assurances that we will be successful in developing such software or that we
will be able to develop an on-line skill based poker cardroom.

On  December,  6th  2002,  the  owner of the URL, Ala Corp, re-directed the URL.
www.poker.com to another website which effectively terminated our use of the URL
-------------
and  our ability to earn revenue from the URL. We are currently in litigation to
recover  the  use  of  the  URL.

DESCRIPTION  OF  BUSINESS  DURING  2002

Our  strategy  in  2002 was to continue to acquire master licenses from software
developers  to resell their software programs to earn licensing fees and royalty
fees  as  opposed  to  developing  our  own  proprietary software which requires
substantial  capital  and  human resources.  Our experience determined that some
software developers lack the marketing expertise to take advantage of the market
potential  for  selling  sub-licenses.  The  software developers themselves also
recognized  the  fact  that the more licenses they sell, directly or indirectly,
the  greater  their  royalty  revenue.   We  were  able  to  acquire  master
sub-licensing  contracts  from  software  developers  and  offered  software
development  Trimon Software System Inc.; Starnet Systems International Inc. and
TransNet  International  Gaming  S.A.

During  2002  we  continued  marketing  casino  and  poker licenses. In or about
mid-2002,  we  recognized  some major shortcomings of our marketing efforts. Our
costs  of  sales  were  extraordinarily  high  and  did not justify the overhead
expenses.  A  second  fundamental  issue  was  that  sales  were  being  made to
unqualified  buyers  which  resulted  in  buyer  dissatisfaction  and  eventual
cancellation  which  impacted our credibility and financial performance. Because
our  licensees  who  acquired  the  software from us were unqualified to operate
on-line games, we would receive a licensing fee but the operator was destined to
fail. As a result, we restructured our selling activities and reduced the number
of  our  employees.


<PAGE>
We  have not and do not propose to sell any gaming licenses to any United States
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  England,  South  Africa,  Antigua,  Dominican Republic Belize,
Australia,  St  Kits,  Costa  Rica.

Also  during  2002,  legislation was introduced to the United States Congress to
prohibit  on-line gaming.  We felt it would be prudent to focus the resources of
our  business on developing an on-line skill based poker system.  In early 2003,
we  were  able  to  acquire the rights to a provisional patent for the method of
determining  skill  in  a  tournament  setting  and  undertook  to  realize  the
technology  in  an  on-line  environment.

The  company's strategy remains in the on-line poker industry but is now focused
into legal, skill based gaming and intends to own and operate a skill poker card
room  in  the  United  States  and  Canada.


COMPETITION

The  online  gaming  market is rapidly evolving and intensely competitive and we
expect  that competition will further intensify in the future. Barriers to entry
are  minimal,  and  current  and  new  competitors  can  launch  new  sites at a
relatively  low  cost.

We believe that the principal competitive factors in its online market are brand
recognition,  selection,  variety  of  value-added  services,  ease-of-use, site
content,  quality  of  service,  and  technical expertise. Many of our potential
competitors  have  longer  operating  histories,  larger customer bases, greater
brand  recognition and greater financial, marketing and other resources than us.
We  are  aware  that  certain  of our competitors have and may continue to adopt
aggressive  policies  and  devote  substantially  more  resources to website and
systems  development  than  us.  Increased  competition  may  result  in reduced
operating  margins,  loss  of  market  share  and  a diminished brand franchise.

There  can  be no assurance that we will be able to compete successfully against
current  and  future competitors. New technologies and the expansion of existing
technologies  may  increase  the  competitive  pressures  on  us.

However,  to compete with the existing software developers and direct traffic to
our  web site, we have established www.poker.com as a gaming portal to encourage
potential  subscribers  to  visit  the  site  by  offering  them  general gaming
information,  free  games,  free e-mail, an entry point to visit a sub-licensees
gaming  site,  a chat line and forum, a retail e-commerce facility. Based on the
web  site  being developed as a portal we expect to generate substantial traffic
to  our  site.


<PAGE>
INTERNET  GAMING  COMPANIES

Our  research  shows  that  there  are  a number of public and private companies
competing  for  market  share  in  the internet gaming world.  Although we offer
licenses  at a lesser price than most of our competitors many of our competitors
(Cryptologic,  World  Gaming  and  Boss  Media) have download platforms that are
graphically  far  superior  to  ours.  We,  however,  are  able to provide links
whereas  some  of  our competitors may not do so.  Following is a description of
companies  which  we  currently  compete  with  in  the on-line gaming business:

     (1)  CryptoLogic Inc. (Toronto Stock Exchange: CRY)

          Cryptologic  is  a well-known licensor in the software/technology side
          of  the  industry. It charges licensees an up-front $250,000 licensing
          fee  for  use  of its 19 casino games, as well as charging 50% of each
          licensee's  net  revenue.  CRY  has two primary technologies. "E-cash"
          software  is  an  efficient  and  secure  application  that  utilizes
          proprietary  real-time  cryptographic  technology  to  enable  secure
          Internet  commerce  and  information  transmission.  Internet  casino
          software  was  first  released  in  1996  and  licensed  through  the
          wholly-owned  subsidiary  Internet  Overseas Licensing Limited (IOLL).
          IOLL's 12 licensees comprise one of the largest segments of the online
          casino  market.  CRY's  expertise  consists  of:  Internet  software
          development; Internet communications; client/server applications; data
          security  and  random  number  generation;  international  banking;
          mathematics;  3D  graphics;  and  animation.

     (2)  World Gaming (NASD OTC BB: WGMGY)

          World  Gaming  is  primarily  a  developer,  licensor, and provider of
          online  gaming  technology and websites. World Gaming currently offers
          online  gaming  services  through  its own subsidiary that only serves
          clientele  outside  of  North  America, and through another subsidiary
          licenses  turnkey  online gaming packages to independent licensees. As
          at  the end of June 1999, World Gaming (Formally Starnet) had launched
          websites  for 42 licensees. Virtual casino offerings include more than
          22  different  games  such  as blackjack, pai gow poker, roulette, and
          craps.  A  live  sports  book  is  also  operational.

          World  Gaming  typically  charges its licensees a US $100,000 up-front
          fee, consulting fees, and a percentage of each licensee's net revenues
          (based  on  a  graduated calculation from 40% of the first US $100,000
          down  to  15%  of  any  net  revenues  over  US  $5,000,000).

     (3)  Chartwell Technology Inc. (Toronto Stock Exchange, Venture CWH)

          Chartwell  is  a  developer  of  gaming applications and entertainment
          content  for  the Internet and wireless platforms using Java and Flash
          based  software  products.


<PAGE>
     (4)  Online Gaming Systems Ltd. (NASD OTC BB: OGAM)

          Online  Gaming  develops and markets interactive products and services
          focused  on  two  major  sectors  of the gaming industry - interactive
          gaming  &  wagering  and information technology products and services.
          Online  Gaming  develops  and  markets  worldwide  private network and
          interactive  gaming  and  wagering  products including its proprietary
          flagship  products,  Internet  Casino  Extension,  also  known as ICE.
          Online  Gaming  licenses its products to licensed casino operators and
          sports  wagering  businesses  for  a  fee  of  $250,000  to  $350,000,
          depending on the types of products licensed. Online Gaming has entered
          into  several  license  agreements  for  the  ICE product. The company
          licenses  the  "webSports"  sportsbook  software  system  to  casino
          operators  and  sports  book  businesses.

          Online  Gaming  has  entered  into  several license agreements for the
          "webSports"  product.

     (5)  You Bet International, Inc. (NASDAQ: UBET)

          UBET  is  a  technology  company that specializes in live online event
          wagering.  UBET  is  an innovator in the areas of content development,
          network  deployment,  and management services. UBET currently provides
          an  interactive  race  and sports environment. UBET's Chairman is also
          the  founder  and  largest shareholder of Silicon Gaming, Inc. (SGIC).

          Youbet.com,  Inc.,  which  recently changed from YouBet International,
          Inc.  to reflect its interest in developing an e-commerce business, is
          a  development  stage company engaged in developing PC-based propriety
          communications  software  technology  to  be utilized by consumers for
          online  entertainment  purposes. The Company has developed proprietary
          technology  in  both  the  computer  and  horse  racing  industries.

          YouBet  is  a  "closed-loop"  Intranet  system  operating  in selected
          states.

          Thus,  the potential market that YouBet can target is narrow. To place
          a  wager  on  YouBet's  system,  a  customer must open an account with
          YouBet,  open  a  separate account with Ladbrokes Call-A-Bet, wait for
          the  CD  to  arrive  in  the  mail,  and  install  it.

          We  do  not  compete  directly  with  U-Bet  who  are primarily in the
          Sportsbetting  business  but  may  do  so  at  such time as we offer a
          Sportsbook  license.

     (6)  Boss Media AB (Sweden - www.bossmedia.com)

          Boss  Media  AB,  develops  turnkey  solutions  for online casinos. It
          grants  licenses  for products needed to create and maintain an online
          gaming  business. Boss Media provides download software, a game server


<PAGE>
          payment  system, website design, a marketing platform and services for
          a  fee  of  $250,000.  The product line includes "Seven Card Stud" and
          "Roulette".  Its two subsidiaries are located in Antigua. Boss Casinos
          Ltd.  focuses  on  the  daily  technical  maintenance  and  operation
          processing  of  financial  transactions.

     (7)  MicroGaming - (South Africa)

          A  private  company  based  in  South Africa, MicroGaming develops and
          sells  turnkey  Internet  casino  systems  to  casino  operators  and
          entrepreneurs  for  a  licensing  fee  of  $100,000 (five casino-based
          games).  MicroGaming  also  assists in the areas banking services, and
          general  consulting/marketing  services.

          MicroGaming  has  marketing  offices  in  Europe and it is managements
          understanding  that  they  have  sold  the most gaming licenses on the
          Internet.


     (8)  Global  InterActive  is located in Antigua and we are to an extent, in
          direct  competition  to them. The difference between the software that
          Global uses and ours is the fact that Global offers a download version
          of its Casino games while we offer Java based Casino Games. Management
          believes  that  Global  sells their Casino links at an asking price of
          $39,900.  Global's  Casino  links  are  connected to a "Master Casino"
          which  uses  World  Gaming's  software  program.

REGULATION

Government  Regulation  of  the  Internet

We may be subject, both directly and indirectly, to various laws and regulations
relating  to  our  business, although there are few laws or regulations directly
applicable  to  selling on-line gaming software on the Internet. However, due to
the  increasing popularity and use of the Internet, it is possible that a number
of  laws  and regulations may be adopted with respect to gaming on the Internet.
Such  laws  and  regulations  may  cover  issues  such as user privacy, pricing,
content,  copyrights,  distribution  and characteristics and quality of products
and  services.

Furthermore,  the  growth  and development of the market for online commerce may
prompt  calls  for  more  stringent  consumer  protection  laws  that may impose
additional burdens on those companies conducting business online.  The enactment
of  any  additional  laws  or regulations may impede the growth of gaming on the
Internet which could, in turn, decrease the demand for our products and services
and  increase our cost of doing business, or otherwise have an adverse effect on
us.

In  July 1998, the US Senate voted to largely prohibit gambling on the Internet.
Under the legislation, operators of illegal Internet gambling sites based in the
USA could be sentenced to up to four years in jail and fined up to $20,000. Some
Internet-based  "fantasy"  or  "rotisserie"  sports  league  activities would be
exempt  from  the  ban.  However, in August 1998 the US House of Representatives
overwhelmingly  voted  down  the  legislation.  On  March  23, 1999, Senator Kyl
(R-Arz.)  submitted  Bill  S.692  to  the Senate for consideration. The Bill was
passed  in  November  1999  but  is  still  required  to  be passed by Congress.


<PAGE>
In  the  event  the  Kyl  bill is passed by Congress, the effect on revenue from
marketing  Antico's card room and Casino could be negatively affected.  However,
senator  Kyl  has  indicated that if the Bill is passed, the intention is not to
charge any American wagering on Internet gaming, but to charge the operator. All
the  companies sub-licensees operate in off-shore jurisdictions and would not be
subject  to  any  US  Law.

To  counteract  any  loss  of revenue we will increase our marketing programs to
Europe,  South  America  and  Asia.

We  do  not  propose  to  sell  any gaming licenses to any USA or Canadian based
company  but  will  only sell sub-licenses to foreign based corporations in such
jurisdiction  that  allows  Internet  gaming.

There  are  currently  no  requirements  set  out  by Government Regulations for
approval  of  Development  and/or  sale  of  gaming  software  or sale of gaming
licenses.

We do not operate a gaming site and are therefore not subject to the regulations
proposed  under  the  'Kyl'  bill.

The  move  on  the  part of the federal government to ban Internet gambling is a
departure  from  gambling policy.  The federal government has typically left the
issue  up to the authority of the state governments, resulting in  wide range of
attitudes  towards  gambling.  However,  as Internet gambling employs interstate
telecommunication  systems,  there  is  potential  for federal regulations to be
promulgated.  Most  states  allow  some  type  of  gambling,  whether it be full
casinos,  card  rooms, pari-mutuel tracks or state-operated lotteries.  Only two
states,  Hawaii  and  Utah,  prohibit  all  forms  of  gaming.

THE  INTERNET  GAMBLING  FUNDING  PROHIBITION  ACT

The  proposed  Internet  Gambling  Funding  Prohibition  Act  (the  "Bill")  was
introduced to the U.S. House of Representatives on May 10th, 2000. The object of
the  Bill  is  to  prevent  the  use  of  certain  bank instruments for Internet
Gambling, and for other purposes. Section 3 of the Bill would make it illegal to
use  bank instruments to pay entry fees, place bets, collect betting winnings or
conduct other gambling activities through the Internet. Covered bank instruments
include  credit  cards,  debit  cards,  electronic  fund transfers through money
transmitting  businesses, checks, bank drafts or similar instruments drawn by or
on  behalf of a person payable through a financial institution. Section 4 of the
Bill  is  proposed  to  encourage  enactment  and  enforcement  of laws in those
countries  affected  with money laundering, corruption and crime issues in order
to  prevent  Internet gambling and use of financial payment and transfer systems
to  facilitate  Internet  Gambling.

If  this  Act  is  approved  by Congress and brought into law, our revenues from
sales  of  sub-licenses  and royalty fees earned from our sub-licensees, will be
severally  affected.  The effect of the proposed act would slow down the sale of
sub-licenses.  Reduced revenue from sale of licenses and royalty fees could have
a  serious  negative effect on our financial status and could result in us being
unable  to  continue  in  business.


<PAGE>
THE COMBATING ILLEGAL GAMBLING REFORM AND MODERNIZATION ACT

The  bill  is  the  third  attempt  by US Rep. Bob Goodlatte (R-Va.) to prohibit
Internet  gambling.  The  bill  would  amend  the Interstate Wire Act, making it
unlawful  for  gambling  businesses  to  accepts  bets  using any communications
facility,  including  the  Internet.  The  original  Interstate Wire Act of 1961
applied  only  to  sports  betting using a wire communications facility. Besides
this,  the  bill  also  contains a provision barring the acceptance of credit or
other  financial  instruments  in connection with an interstate bet or wager. On
June  18, 2002, the bill was approved by the House Judiciary Committee, but only
after several exemptions for state lotteries and the Nevada gaming industry were
dropped  from  the  bill. The resulting bill now tends toward a total ban on all
forms  of  Internet  gambling.

UNLAWFUL INTERNET GAMBLING FUNDING PROHIBITION ACT

This  bill  is designed to make it illegal for financial institutions to process
and  accept  payments  for  any  Internet  gaming business. This includes credit
cards,  wire  transfers,  checks  and electronic fund transfers. Protection from
liability  is  provided  to  certain  financial  intermediaries  should  their
businesses be used unknowingly for Internet gambling transactions. On October 1,
2002,  the  Leach-LaFalce  Bill  (HR  556)  was  passed  by  the  House  of
Representatives.  However  the  bill  never  made  it  through  the  senate.

UNLAWFUL  INTERNET  GAMBLING  FUNDING  PROHIBITION  ACT

This  bill is essentially a reconcilation of the previous HR 556 and HR 3215 and
serves  the  same  purposes.  It also also calls for U.S. officials to work with
foreign  governments  to  determine whether offshore Internet gambling sites are
being  used  for  money  laundering  or  other  crimes. On March 13, 2003 it was
approved  by  the House Financial Services Committee, and now faces a full House
vote.

STATE  ROLE  IN  PROHIBITION  OF  INTERNET  GAMBLING

Residents  in  states  prohibiting  gambling  may circumvent anti-gaming laws by
logging  into the Internet.  Several states have taken the initiative to curtail
Internet  gambling  within  their  borders  by  taking  legal action against the
website operators.  However, as we do not own or operate a casino or cardroom in
the  United States of America or in any other jurisdiction nor do we sell casino
sub-licenses, links or card-rooms  to U.S based companies, there does not appear
to  be  any  legal  liability  that  could  be  incurred by us as a result of an
off-shore  sub-  licensee  accepting  wagering  from  North  American customers.

OTHER  INFORMATION

Neither  the  Company  nor  any  of its subsidiaries engaged in any research and
develop activities during 2002.  We do not manufacture any products or engage in
any  activity  that  require  compliance  with  environmental  laws.


<PAGE>
EMPLOYEES

As  of  December  31,  2002,  we  had  four employees, all of whom were based in
Vancouver,  British  Columbia,  Canada.

RISK FACTORS

An  investment  in  our  common stock involves a high degree of risk. You should
read  the  following  risk factors carefully before purchasing our common stock.
The risks and uncertainties described below are not the only ones we face. Other
risks  and  uncertainties,  including  those  that  we do not currently consider
material,  may impair our business. If any of the risks discussed below actually
occur,  our business, financial condition, operating results or cash flows could
be  materially  adversely  affected.  This  could cause the trading price of our
common  stock  to decline.  The terms "we", "our" and "us" refer to the Company.

Government Regulation of the Internet

We may be subject, both directly and indirectly, to various laws and regulations
relating  to  its  business, although there are few laws or regulations directly
applicable  to  selling on-line gaming software on the Internet. However, due to
the  increasing popularity and use of the Internet, it is possible that a number
of  laws  and regulations may be adopted with respect to gaming on the Internet.
Such  laws  and  regulations  may  cover  issues  such as user privacy, pricing,
content,  copyrights,  distribution  and characteristics and quality of products
and  services.

Furthermore,  the  growth  and development of the market for online commerce may
prompt  calls  for  more  stringent  consumer  protection  laws  that may impose
additional  burdens on those companies conducting business online. The enactment
of  any  additional  laws  or regulations may impede the growth of gaming on the
Internet which could, in turn, decrease the demand for our products and services
and  increase our cost of doing business, or otherwise have an adverse effect on
us.

State  Role  in  Prohibition  of  Internet  Gambling

Residents  in  states  prohibiting  gambling  may circumvent anti-gaming laws by
logging  into the Internet.  Several states have taken the initiative to curtail
Internet  gambling  within  their  borders  by  taking  legal action against the
website operators.  However, as we do not own or operate a casino or cardroom in
the  United States of America or in any other jurisdiction nor do we sell casino
sub-licenses, links or card-rooms  to U.S based companies, there does not appear
to  be  any  legal  liability  that  could  be  incurred by us as a result of an
off-shore  sub-  licensee  accepting  wagering  from  North  American customers.

Limited  Operating  History

We have a short operating history on which to base an evaluation of its business
and prospects.  Our prospects must be considered in light of the risks, expenses
and  difficulties frequently    encountered by companies in their early stage of
development,  particularly companies in new and rapidly evolving markets such as
online  commerce. Such risks include, but are not limited to, possible inability
to  respond promptly to changes in a rapidly evolving and unpredictable business


<PAGE>
environment and the risk of inability to manage growth.  To address these risks,
we  must, among other things, develop and expand our customer base, successfully
implement our business and marketing strategies, continue to develop and upgrade
website  and transaction- processing systems, provide superior customer service,
respond to competitive developments, and attract and retain qualified personnel.
If  we  are  not  successful  in  addressing  such  risks,  we may be materially
adversely  affected.

Dependence  on  Continued  Growth  of  Online  Commerce

Our  long-term viability is substantially dependent upon the widespread consumer
acceptance  and use of the Internet as a medium of commerce. Use of the Internet
as  a  means  of  effecting  monetary  transactions  is  at  an  early  stage of
development,  and  demand and market acceptance for recently introduced services
and  products  over the Internet remains uncertain. We cannot predict the extent
to  which  consumers  will  be  willing  to  shift their gaming habits to online
casinos.

The  Internet  may  not  become  a viable commercial marketplace for a number of
reasons,  including  potentially inadequate development of the necessary network
infrastructure,  delayed  development  of  enabling  technologies and inadequate
performance  improvements. In addition, the Internet's viability as a commercial
marketplace could be adversely affected by delays in the development of services
or  by  increased government regulation. Changes in or insufficient availability
of  telecommunications  services  to  support  the Internet also could result in
slower  response  times and adversely affect usage of the Internet generally and
us  in  particular.  Moreover,  adverse publicity and consumer concern about the
security  of transactions conducted on the Internet and the privacy of users may
also  inhibit the growth of commerce on the Internet. If the use of the Internet
does  not  continue  to  grow  or  grows  more  slowly  than expected, or if the
infrastructure  for  the  Internet  does not effectively support growth that may
occur,  we  would  be  materially  adversely  affected.

Need  for  Additional  Funds

Our capital requirements depend on several factors, including the rate of market
acceptance,  the  ability  to develop and expand our customer base, the level of
expenditures  for  sales  and  marketing,  the  cost  of website development and
upgrades,  and other factors. If capital requirements vary materially from those
currently  planned, we may require additional financing sooner than anticipated.
Regardless  of  when  needed,  there  can be no assurance that financing will be
available  in  amounts  or  on  terms  acceptable  to  us, if at all.  If equity
securities  are  issued  in  connection  with  a  financing,  dilution  to  our
shareholders  may  result,  and  if  additional  funds  are  raised  through the
incurrence  of debt, we may become subject to restrictions on its operations and
finances.

Rapid  Technological  Change

To  become and remain competitive, we intend 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 our proposed websites, technology and
systems  obsolete.  Our  success will depend, in part, on its ability to license


<PAGE>
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 we are 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  would  be  materially  adversely  affected.

System  Damage  or  Failure

Our  sub-licensees'  systems  are  vulnerable  to  damage from earthquake, fire,
floods,  power loss, telecommunications failures, break-ins and other unforeseen
events.  Our  business  is  dependent     upon its sub-licensees' communications
hardware and computer hardware being operational.  A substantial interruption in
these  systems  would  adversely  affect  our  business.

Dependence on the Communications Infrastructure of the Internet for Transmitting
Information

We,  and  our  sub-licensees, utilize electronic communications and the Internet
infrastructure to send and receive information.  Our future success will depend,
in  significant part, upon the maintenance and growth of this infrastructure and
any  failure or interruption may have a material adverse effect on our business.
To  the  extent  that  this  infrastructure continues to experience an increased
numbers  of  users,  increased  frequency  of  use  and  increased  bandwidth
requirements  of  users,  we  cannot be certain that this infrastructure will be
able  to support the demands placed on it or that the performance or reliability
of  this  infrastructure  will  not be adversely affected. Outages and delays in
sending  or  receiving  data  as  a  result  of  damage  to  portions  of  this
infrastructure  could  also  affect  our  ability  to  transmit  information.

Online  Security  Risks

If  our sub-licensees' systems and controls are unable to handle online security
risks,  its  business  will  be  adversely  affected.  These  systems use packet
filters,  fire-walls,  and  proxy  servers which are all designed to control and
filter the data.  However, advances in computer capabilities, new discoveries in
the  field  of  cryptography, or other events or developments may make it easier
for  someone  to  compromise  or  breach  the  technology  used  by  us  and our
sub-licensees  to  protect  subscribers'  transaction data.  If such a breach of
security  were  to  occur,  we could cause interruptions in services and loss of
data  or  cessation  in  service.  This  may  also  allow someone to introduce a
"virus",  or  other  harmful  component  causing an interruption or malfunction.

To  the  extent  that  our  activities  involve  the storage and transmission of
information  such  as  credit  card  numbers, security breaches could damage our
reputation and expose us to a risk of loss or litigation and possible liability.

We have a limited operating history

Our company has limited operations.  After completion of our year ended December
31, 2002, our board of directors assessed the viability of our business in light
of our current legislative condition and determined that our prospects of future
profitable operations may be delayed or never realized.  As a result, we entered
into  an agreement to acquire a provisional patent for the method of determining


<PAGE>
skill  in  a  tournament  setting  with  the intention of discontinuing existing
licensing  arrangements  and developing a business foundation on skill and poker
and  gaming  on  the Internet.  We intend to explore new business opportunities;
however,  we  cannot  assure  you  that  we  will  successfully enter into a new
business  or  that  such  business  opportunity will be commercially successful.

We do not plan to pay dividends

For  the foreseeable future, we do not intend to pay any dividends on its common
stock.  Any  future  decision  with  respect  to  dividends will depend upon our
future  earnings,  future  capital  needs and operating and financial condition,
among  other  factors.

Broker-dealers may be discouraged from effecting transactions in our shares
because they are considered penny stocks and are subject to the penny stock
rules.

Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934,
as  amended,  impose  sales  practice  and  disclosure  requirements  on  NASD
broker-dealers  who  make  a  market in "a penny stock". A penny stock generally
includes  any  non-NASDAQ  equity  security that has a market price of less than
$5.00  per  share.  Our  shares  are  quoted  on the OTCBB, and the price of our
shares  ranged from $0.03(low) to $0.03(high) during the year ended December 31,
2002.  The  closing  price  of our shares on April 14 was $0.018.  Purchases and
sales  of our shares are generally facilitated by NASD broker-dealers who act as
market  makers  for  our  shares.  The  additional sales practice and disclosure
requirements  imposed  upon  broker-dealers  may  discourage broker-dealers from
effecting  transactions  in  our  shares,  which could severely limit the market
liquidity  of  the  shares  and  impede  the sale of our shares in the secondary
market.

Under the penny stock regulations, a broker-dealer selling penny stock to anyone
other  than  an  established  customer  or  "accredited investor" (generally, an
individual  with net worth in excess of $1,000,000 or an annual income 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-dealer or
the  transaction  is  otherwise  exempt.

In  addition,  the penny stock regulations require the broker-dealer to deliver,
prior to any transaction involving a penny stock, a disclosure schedule prepared
by  the  Commission relating to the penny stock market, unless the broker-dealer
or  the  transaction  is  otherwise exempt.  A broker-dealer is also required to
disclose  commissions  payable  to  the  broker-dealer  and  the  registered
representative  and  current  quotations  for  the  securities.  Finally,  a
broker-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.

ITEM 2.     DESCRIPTION OF PROPERTY

In 2002, we occupied 2,500 square feet of commercial space at #210-1166 Alberni
Street in Vancouver, British Columbia, Canada.  This facility housed all of our
operations including technical, marketing and administration for all of our
subsidiaries.  The annual cost of the space at the Alberni Street location was
approximately $19,648 USD.


<PAGE>
With  the  Alberni  Street  lease expiring on April 30, 2003, we moved to occupy
1,145  square  feet  of  commercial  space  at  #630-1188  West  Georgia Street,
Vancouver,  British  Columbia.  The annual cost of the space at the West Georgia
Street  location  is  approximately  $7,716  USD.  The lease on the West Georgia
Street  location  expires  in  May  30,  2006.

ITEM  3.     LEGAL  PROCEEDINGS

On  December  6,  2002,  the  domain  www.poker.com  was re-directed without our
                                      -------------
consent  or  knowledge  by  Ala  Corp.,  a  company registered under the laws of
Antigua and whose principal is Liz Bryce of Vancouver, British Columbia, Canada.
The domain was originally licensed from Ala Corp. to UniNet Technologies Inc. in
1999.   UniNet  immediately  sub-licensed  the  domain  to  us.  In  turn,  we
sub-licensed  the domain to Antico Holdings S.A. of Costa Rica for the operating
casino  and/or  card  rooms.  We  retained  all  other rights to the domain name
including  developing the web site as a portal, marketing casinos and card rooms
and  other  gaming  software.

Liz  Bryce, through Ala Corp., owns 1,297,900 shares of our common stock or 6.4%
of  our  issued  and outstanding common stock.  In addition, Ms. Bryce's parents
collectively  own  1,105,500  shares  or  5.5%  of our common stock.  Ms. Bryce,
together  with  her  parents, owns directly and indirectly, a total of 2,403,400
shares  or  12%  of  our  common  stock.

Although contemplated in the agreements between Ala Corp. and Uninet and between
Uninet  and us, Ala Corp. failed to provide Uninet or us with any notice that it
was  redirecting  the  domain.  As  such,  we were unaware of any allegations of
contractual  breach and management is of the opinion that all obligations as set
forth  by  the terms and conditions of the agreements have been fulfilled and we
are  not  aware  of  any  reason  for  this  dispute.

We  have  agreed  with  Uninet  to jointly pursue all legal avenues available to
retain  the  exclusive  right  to  use  the  www.poker.com  and  to  enforce the
                                             -------------
provisions  of  the  agreement  between  Ala  Corp.  and  Uninet.

After  the  domain was redirected, Ala Corp. transferred the registered owner of
the  domain  to  Communications  Services  Inc., a company registered in Western
Samoa  and  the  registrar  was  changed  from California based Verisign Inc. to
Australia  based  Fabulous.com.

Together  with Uninet, we applied to The Internet Corporation for Assigned Names
and Numbers (ICANN), a governing body which oversees domain registration and use
issues,  for  the  purpose  of obtaining a decision on the basis of the wrongful
redirection  of  www.poker.com.  ICANN,  however, ruled on January 21, 2003 that
                 -------------
since  the  domain is now registered in the name of Communication Services Inc.,
it  could  only  decide  on a dispute between Ala Corp., the previous registered
owner  of  the  domain and Communications Services Inc. Together with Uninet, we
did  not  have  any  standing to apply for relief with ICANN since neither of us
were  ever  the  registered  owner  of  the  domain  name.

On  February 28, 2003, together with Uninet, we sued Communication Services Inc.
in  the  Supreme  Court  of British Columbia, Canada for a declaration that as a
successor  and  assignee of Ala Corp., Communications is a trustee of the domain
name  for  the  benefit  of  Uninet  and us; an accounting for profits earned by
Communication  through  the  wrongful use of the domain name; a declaration that
Ala and Communication are bound by the License Agreement between Ala and Uninet;
a  declaration that Uninet and us are entitle to the exclusive use of the domain
name.


<PAGE>
In  addition,  together  with Uninet, we are presently proceeding to arbitration
(in accordance with the terms and conditions of the agreement) with ALA Corp. in
Vancouver,  British  Columbia,  Canada to assert Uninet and our rights under the
agreements.  We  are  in  the  process  with  Ala  Corp. at selecting a mutually
acceptable  arbitrator.

In  the  meantime, together with Uninet, we requested and the current registrar,
Fabulous.com to impose a lock on the domain pending outcome of the Supreme Court
action  and  the  arbitration  which  means  the domain cannot be transferred to
either  another  owner  or  to  another  registrar.

As  mentioned  above,  we  sub-licensed the domain name to Antico Holdings SA of
Costa  Rica  to  use the domain for operating casinos and/or card rooms.  Antico
has  notified  us  that  it  has  ceased all payments of royalties payable to us
pending  resolution  to  the  dispute  over  the  right to use the domain. It is
anticipated that Antico will allege that we are responsible for damages incurred
by  Antico  as a result of the dispute.  We intend to defend any claims and will
appropriately  claim  similarly against Uninet Technologies  Inc., ALA Corp. and
Communications  Services  Inc.

To  the  knowledge of management, no federal, state or local governmental agency
is  presently contemplating any proceedings against us.  Other than as described
above, no director, executive officer or affiliate thereof or owner of record or
beneficially of more than five percent of our common stock is a party adverse to
or  has  a  material  interest  adverse  to  us  in  any  proceeding.


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

No matters were submitted to a vote of security holders during the fourth
quarter of 2002.

                                     PART II

ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

MARKET INFORMATION

There is no "established trading market" for shares of our common stock.  As of
April 14, 2003, our common stock was quoted on the over-the-counter on the
Bulletin Board operated by the National Association of Securities Dealers, Inc.
under the symbol "PKER".  No assurance can be given that any "established
trading market" for our common stock will develop or be maintained.

The range of high and low closing bid quotations for our common stock during
each quarter of the calendar years ended December 31, 2002, and 2001 is shown
below, as quoted by Bloomberg, Inc.  Prices are inter-dealer quotations, without
retail mark-up, markdown or commissions and may not represent actual
transactions.


<PAGE>
<TABLE>
<CAPTION>
                                STOCK QUOTATIONS

Quarter ended       High Bid   Low Bid
------------------  ---------  --------
<S>                 <C>        <C>
March 31, 2001      $    0.25  $   0.08
June 30, 2001       $    0.50  $   0.08
September 30, 2001  $    0.33  $   0.19
December 31, 2001   $    0.32  $   0.19
March 31, 2002      $    0.27  $   0.23
June 30, 2002       $    0.26  $   0.22
September 30, 2002  $    0.10  $   0.08
December 31, 2002   $    0.03  $   0.03
</TABLE>

The  future  sale  of  our presently outstanding "unregistered" and "restricted"
common stock by present members of management and persons who own more than five
percent  of  our outstanding voting securities may have an adverse effect on any
"established trading market" that may develop in the shares of our common stock.

HOLDERS

As at April 14, 2003, we had 35 shareholders of record of common stock,
including shares held by brokerage clearing houses, depositories or otherwise in
unregistered form.  We do not know the beneficial owners of such shares.

DIVIDENDS

We have not declared any cash dividends with respect to its common stock and do
not intend to declare dividends in the foreseeable future.  There are no
material restrictions limiting, or that are likely to limit, our ability to pay
dividends in its common stock.

RECENT SALES OF UNREGISTERED SECURITIES

Set forth below is information related to the securities we sold during the last
three fiscal years ended December 31, 2002, without registration under the
Securities Act of 1933, as amended.

Name     Date Acquired     Number of Shares     Aggregate Consideration
-------  ----------------  -------------------  -----------------------
Nil
-------  ----------------  -------------------  -----------------------

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

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

     (1)  These shares were issued

     (2)  These shares were issued.

     (3)  These shares were issued

     (4)  All of these shares were issued in reliance upon exemptions from
          registration available under Sections 4(2) and 4(6) of the Securities
          Act of 1934 as amended, and Rule 506 of Regulation D or Regulation S
          of the Securities and Exchange Commission and from various similar
          state exemptions.



<PAGE>
ITEM 6.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULT OF OPERATIONS

You  should  read  the following discussion and analysis in conjunction with the
audited  consolidated financial statements and notes thereto appearing elsewhere
in  this  annual  report  on  Form  10-KSB.

OVERVIEW

The  audited  consolidated  financial  statements at December 31, 2002 have been
prepared  assuming  we will continue as a going concern.  These factors together
raise  substantial doubts about its ability to continue as a going concern.  The
consolidated  financial  statements  do  not  include any adjustments that might
result  from  the  outcome  of  this  uncertainty.

Subsequent  to  December  31,  2002, we entered into an agreement to acquire the
rights  to  a  provisional  patent  for  the  method  of  determining skill in a
tournament  setting.  We  have  refocused  our  resources  to the development of
on-line  skill  based  gaming  in  view  of  the direction regulatory bodies are
leading  in  respect  of  the legality of online gaming. We plan on operating an
on-line  skill  based gaming site, the only one of its kind operating legally on
North  American  soil.  There can be no assurance, however, that we will be able
to  develop,  or  have developed for us, software that will permit us to operate
such  a  gaming  site.

RESULTS  OF  OPERATIONS

TWELVE  MONTHS ENDED DECEMBER 31, 2002 AND TWELVE MONTHS ENDED DECEMBER 31, 2001

Revenue.  We  had revenue of $2,402,564 for the twelve months ended December 31,
2002  and  $1,833,397  for  the  months  ended  December  31,  2001.

During  the  year ended December 31, 2002, we continued our business strategy of
marketing  and licensing on-line gaming software.  During the fourth quarter, we
began  to  refocus  its  resources on developing its business in the skill based
gaming  arena.

Gross  Profit and Gross Margin.  Our gross profit was $2,041,054 during the year
ended  December 31, 2002, compared to gross profit of $1,579,710 during the year
ended  December  31, 2001.  The Gross Margin as a percentage of sales during the
fiscal  year  ended  December  31,  2002  was  84.95%  of  sales.

General  and  Administrative  Operating  Expenses.  Our  total  general  and
administrative  operating  expenses  of  $1,894,490  in fiscal 2002, compared to
$1,204,089  in  fiscal  2001,  an  increase  of $690,401 The increase in General
Administrative  Operating  expenses  during  2002  was  primarily  due  to  the
accounting  for  $734,144  of  bad  debt  relating  to unrecoverable receivables
previously  accounted for as revenue.  Other increases in General Administrative
Operating  expenses  relate  to  the  increase  in  overall  revenue  and  the
corresponding increase in costs such as royalty fees which are calculated on the
basis  of  a  percentage  of  revenues  generated.

The  following  general  and  administrative expenses increased significantly in
2002  compared  to  2001:


<PAGE>
<TABLE>
<CAPTION>
                    2002    Compare to    2001    Compare to
                               Total                 Total
                             Expenses              Expenses
<S>                <C>      <C>          <C>      <C>
  Bad debt         734,144          39%   13,500           1%
  Management fees  370,706          20%  124,175          10%
</TABLE>


During  the fourth quarter of 2002, the Company was in the process of attempting
to  develop cost controls and streamline its operations in response to declining
working  capital.

Net  income  for  the Year.  Net income for fiscal 2002 was $146,564 compared to
net  income  of  $375,621  in  fiscal  2001.  We had basic diluted net income of
$0.01per  share  in  2002,  compared  to  income  of  $0.02  per  share in 2001.

LIQUIDITY AND CAPITAL RESOURCES

At  December  31,  2002,  we had working capital of $835,452, including cash and
equivalents  of  $458,650.  At  December  31,  2001, we had a working capital of
$561,207,  including  cash  and  cash  equivalents  of  $169,527.

During  the  year  ended  December  31, 2002, the Company used cash in operating
activities  of  $241,316  and  cash  in  investing  activities  of  $  30,730.

We  had  no long-term debt obligations at December 31, 2002.We have entered into
no  derivative  financial  instrument  arrangements  to  December  31,  2002.

CRITICAL ACCOUNTING POLICIES

Our  discussions  and  analysis  of  its  financial  condition  and  results  of
operations,  including  the  discussion  on liquidity and capital resources, are
based upon our financial statements, which have been prepared in accordance with
US  GAAP.  The  preparation  of  these  financial statements requires us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues  and  expenses,  and  related  disclosure  of  contingent  assets  and
liabilities.  On  an  ongoing  basis,  management re-evaluates its estimates and
judgments,  particularly those related to the determination of the impairment of
its  intangible  assets.  Actual  results  could  differ  from the estimates. We
believe  the  following  are  the  critical  accounting  policies  used  in  the
preparation  of  the  consolidated  financial  statements.

The  consolidated  financial  statements have been prepared on the going concern
basis,  which  assumes  that we will be able to realize our assets and discharge
our obligations in the normal course of business.  If we were not to continue as
a  going  concern,  we  would likely not be able to realize its assets at values
comparable  to  the  carrying value or the fair value estimates reflected in the
balances  set out in the   preparation of the consolidated financial statements.
We had working capital of $835,452 as at December 31, 2002, and had an operating
income  of  $146,564  for  the  twelve-month  period  ended  December  31,  2002


<PAGE>
In  January  2002,  the Financial Accounting Standards Board issued SFAS No. 142
"Goodwill  and  Other  Intangible  Assets".  Under  SFAS  No.  142, goodwill and
indefinite  life intangible assets are no longer amortized.  Separate intangible
assets that are not deemed to have indefinite life will continue to be amortized
over  their useful lives.  SFAS No. 142 also establishes a new method of testing
goodwill  and other intangible assets for impairment on an annual basis or on an
interim  basis  if an event occurs or circumstances change that would reduce the
fair  value of that goodwill or other intangible asset below its carrying value.
The  non-amortization  provision  of SFAS No. 142 applying to goodwill and other
tangible  assets  acquired  has  been  adopted  at  January  1,  2002.


<PAGE>
ITEM 7.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


     POKER.COM, INC.

     CONSOLIDATED FINANCIAL STATEMENTS
     DECEMBER 31, 2002 AND 2001
     (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                             6-19


<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,  2002  and 2001 and the related consolidated statements of
operations,  stockholders'  equity and cash flows for each of the three years in
the period ended December 31, 2002.  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, 2002 and 2001 and the results of its operations and its cash flows
for  each of the three years in the period ended December 31, 2002 in conformity
with  accounting  principles generally accepted in the United States of America.




"Pannell Kerr Forster"

Chartered Accountants

Vancouver, Canada
March 19, 2003


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

============================================================================================
                                                                       2002         2001
--------------------------------------------------------------------------------------------
<S>                                                                 <C>          <C>
                                                                                  (note 3)
ASSETS

CURRENT
  Cash                                                              $  458,650   $  169,527
  Accounts receivable, net of $671,250
    (2001 - $18,750) allowance for
    bad debts (notes 5 and 12(b))                                      894,635      875,390
  Prepaid expenses and deposits                                              0       17,062
--------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                                 1,353,285    1,061,979
LONG-TERM RECEIVABLE, net of $11,850 discounting                        22,361       56,150
PROPERTY AND EQUIPMENT (note 6)                                         55,598      167,576
INTANGIBLE ASSETS (note 7)                                             266,176      215,495
--------------------------------------------------------------------------------------------

TOTAL ASSETS                                                        $1,697,420   $1,501,200
============================================================================================

LIABILITIES

CURRENT
  Accounts payable and accrued liabilities (note 8)                 $  517,833   $  500,772
--------------------------------------------------------------------------------------------
TOTAL LIABILITIES                                                      517,833      500,772
--------------------------------------------------------------------------------------------

CONTINGENCIES AND COMMITMENTS (notes 12 and 14)

STOCKHOLDERS' EQUITY (note 10)

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
  17,175,000  (2001 - 16,950,000) shares issued and outstanding      1,624,155    1,590,405
TREASURY STOCK, at cost, 27,000 shares                                  (6,881)      (6,881)
SUBSCRIPTIONS RECEIVED                                                  32,480       32,480
ACCUMULATED OTHER COMPREHENSIVE INCOME                                  17,229       18,384
ACCUMULATED DEFICIT                                                   (487,396)    (633,960)
--------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY                                           1,179,587    1,000,428
--------------------------------------------------------------------------------------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $1,697,420   $1,501,200
============================================================================================
</TABLE>


See notes to consolidated financial statements.    2


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

=========================================================================================
                                                     2002          2001          2000
-----------------------------------------------------------------------------------------
                                                                   (note 3)      (note 3)
<S>                                              <C>           <C>           <C>
REVENUES
  Marketing and sub-licensing                    $ 2,402,564   $ 1,833,397   $ 1,184,290
COST OF GOODS SOLD (not including depreciation
  and amortization)                                   61,510       253,687       314,465
-----------------------------------------------------------------------------------------

GROSS MARGIN                                       2,041,054     1,579,710       869,825
-----------------------------------------------------------------------------------------

EXPENSES
  Bad debt (note 15)                                 734,144        13,500        55,250
  Management fees (note 11(a))                       370,706       124,175        76,865
  Wages                                              254,297       326,939        93,926
  Office supplies and services                       146,618       129,104       107,544
  Corporation promotion                              106,544        92,234       172,041
  Royalties                                           81,818        70,843        70,449
  Website marketing                                   74,568       261,273       434,838
  Rent                                                37,929        19,648        16,156
  Professional fees                                   33,516        28,106        48,217
  Insurance                                           21,989         7,407             0
  Write-down of intangible assets (note 8(c))              0        52,494        94,444
  Write-down of long-term receivable                       0             0        11,850
  Depreciation and amortization                       32,361        78,366        27,308
-----------------------------------------------------------------------------------------

TOTAL EXPENSES                                     1,894,490     1,204,089     1,208,888
-----------------------------------------------------------------------------------------

INCOME (LOSS) BEFORE INCOME TAX                      146,564       375,621      (339,063)
INCOME TAX                                            51,297       131,467             0
REDUCTION OF INCOME TAX ON
  LOSS CARRYFORWARD APPLICATION                      (51,297)     (131,467)            0
-----------------------------------------------------------------------------------------

NET INCOME (LOSS) FOR YEAR                       $   146,564   $   375,621   $  (339,063)
=========================================================================================

BASIC NET INCOME (LOSS) PER SHARE                $      0.01   $      0.02   $     (0.02)
DILUTED NET INCOME (LOSS) PER SHARE              $      0.01   $      0.02           N/A
=========================================================================================

SHARES USED IN
  Basic per share computation                     17,142,945    16,943,219    15,984,330
  Diluted per share computation                   17,685,000    18,481,000           N/A
=========================================================================================
</TABLE>


See notes to consolidated financial statements.    3


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

=============================================================================================================================
                                                                              ACCUMULATED
                                                                                  OTHER
                                                                              COMPREHENSIVE                       TOTAL
                                 COMMON STOCK      TREASURY   SUBSCRIPTIONS       INCOME        ACCUMULATED    STOCKHOLDERS'
                             SHARES      AMOUNT     STOCK       RECEIVED          (LOSS)          DEFICIT         EQUITY
-----------------------------------------------------------------------------------------------------------------------------
<S>                        <C>         <C>         <C>       <C>              <C>              <C>            <C>
Balance, at
  December 31, 1999        14,100,000  $  510,000  $     0   $      500,000   $      (14,130)  $   (670,518)  $      325,352
-----------------------------------------------------------------------------------------------------------------------------
Net loss                            0           0        0                0                0       (339,063)        (339,063)
Foreign currency
  translation adjustment            0           0        0                0           18,885              0           18,885
                                                                                                              ---------------
Total comprehensive
  loss                                                                                                              (320,178)
Shares issued for cash      1,080,000     260,000        0                0                0              0          260,000
Shares issued for
  settlement of debt          225,000     175,000        0                0                0              0          175,000
Subscription
  receivable                   30,000      10,000        0          (10,000)               0              0                0
Subscription received       1,500,000     500,000        0         (467,520)               0              0           32,480
Stock option benefit                0      14,235        0                0                0              0           14,235
-----------------------------------------------------------------------------------------------------------------------------
Balances, at
  December 31, 2000
  (note 3)                 16,935,000   1,469,235        0           22,480            4,755     (1,009,581)         486,889
-----------------------------------------------------------------------------------------------------------------------------
Net income                          0           0        0                0                0        375,621          375,621
Foreign currency
  translation adjustment            0           0        0                0           13,629              0           13,629
                                                                                                              ---------------
Total comprehensive
  Income                                                                                                             389,250
Shares issued for cash         15,000       2,250        0                0                0              0            2,250
Subscriptions received              0           0        0           10,000                0              0           10,000
Stock option benefit                0     118,920        0                0                0              0          118,920
Repurchase of
  common stock for
  treasury                          0           0   (6,881)               0                0              0           (6,881)
-----------------------------------------------------------------------------------------------------------------------------
Balance, at
  December 31, 2001
  (note 3)                 16,950,000   1,590,405   (6,881)          32,480           18,384       (633,960)       1,000,428
-----------------------------------------------------------------------------------------------------------------------------
Net income                          0           0        0                0                0        146,564          146,564
Foreign currency
  translation adjustment            0           0        0                0           (1,155)             0           (1,155)
                                                                                                              ---------------
Total comprehensive
  Income                                                                                                             145,409
Shares issued for cash
  on exercise of options      225,000      33,750        0                0                0              0           33,750
-----------------------------------------------------------------------------------------------------------------------------

Balance, at
  December 31, 2002        17,175,000  $1,624,155  $(6,881)  $       32,480   $       17,229   $   (487,396)  $    1,179,587
=============================================================================================================================
</TABLE>


See notes to consolidated financial statements.    4


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

========================================================================================
                                                         2002        2001        2000
----------------------------------------------------------------------------------------
<S>                                                   <C>         <C>         <C>
                                                                   (note 3)    (note 3)
OPERATING ACTIVITIES
  Net income (loss)                                   $ 146,564   $ 375,621   $(339,063)
  Adjustments to reconcile net
  income (loss) to net cash provided
  (used in) operating activities
    Write-down of intangible assets                           0      52,494      94,444
    Write-down of long-term receivable                        0           0      11,850
    Depreciation and amortization                        32,361      78,366      27,308
    Stock option benefit                                      0     118,920      14,235
    Bad debt expense                                    734,144      13,500      55,250
 Changes in non-cash working capital
    Accounts receivable                                (705,876)   (398,842)   (401,877)
    Prepaid expenses and deposits                        17,062      33,167     (47,594)
    Accounts payable and accrued liabilities             17,061     (35,378)    464,500
----------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED IN)
  OPERATING ACTIVITIES                                  241,316     237,848    (120,947)
----------------------------------------------------------------------------------------

INVESTING ACTIVITIES
  Purchase of intangible assets                               0     (52,337)          0
  Purchase of property and equipment                    (29,270)    (81,493)   (145,740)
  Collections of long-term receivable                    60,000      37,984           0
----------------------------------------------------------------------------------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES      30,730     (95,846)   (145,740)
----------------------------------------------------------------------------------------

FINANCING ACTIVITIES
  Subscriptions received                                      0      10,000           0
  Proceeds from issuance of common stock                 33,750       2,250     260,000
  Purchase of treasury stock                                  0      (6,881)          0
----------------------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                33,750       5,369     260,000
----------------------------------------------------------------------------------------

EFFECT OF EXCHANGE RATE CHANGES ON CASH                 (16,673)    (19,619)      7,330
----------------------------------------------------------------------------------------

INFLOW OF CASH                                          289,123     127,752         643
CASH, BEGINNING OF YEAR                                 169,527      41,775      41,132
----------------------------------------------------------------------------------------

CASH, END OF YEAR                                     $ 458,650   $ 169,527   $  41,775
========================================================================================

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


See notes to consolidated financial statements.    5


                                        5
<PAGE>
POKER.COM, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
(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.

     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

          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)  Other comprehensive income (loss)

          The Company has other comprehensive income (loss) arising from foreign
          currency translation. Accordingly, other comprehensive income is shown
          as  a  separate  component  of  stockholders'  equity.


                                        6
<PAGE>
POKER.COM,  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2002,  2001  AND  2000
(U.S.  DOLLARS)

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

2.   SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

     (d)  Net income (loss) per share

          Net  income  (loss)  per  share calculations are based on the weighted
          average  number  of common shares outstanding during the year. Diluted
          net  income per share is computed using the weighted average number of
          common  and  dilutive  common equivalent shares outstanding during the
          year.  The  following  is  a  reconciliation  of  the  numerators  and
          denominators  of  the  basic  and  diluted net income (loss) per share
          computations  for  the  periods  presented:

<TABLE>
<CAPTION>
          =====================================================================
                                                      Weighted
                                            Net       Average         Net
                                           Income      Number    Income (Loss)
                                           (Loss)    Of Shares     Per Share
          ---------------------------------------------------------------------
<S>                                      <C>         <C>         <C>
          Year ended December
            31, 2000                     $(339,063)  15,984,330  $       (0.02)
          =====================================================================

          Year ended December
            31, 2001                       375,621   16,943,219  $        0.02
          Effect of dilutive securities
            Stock options outstanding            0    1,537,781           0.00
          ---------------------------------------------------------------------

          Dilutive net income            $ 375,621   18,481,000  $        0.02
          =====================================================================

          Year ended December
            31, 2002                     $ 146,564   17,142,945  $        0.01
          Effect of dilutive securities
            Stock options outstanding            0      542,055           0.00
          ---------------------------------------------------------------------

          Dilutive net income            $ 146,564   17,685,000  $        0.01
          =====================================================================
</TABLE>

     (e)  Revenue recognition

          The  Company  recognizes  revenues  from licensees and customers on an
          accrual basis according to the terms and conditions of each individual
          license  agreement. 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.


                                        7
<PAGE>
POKER.COM,  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2002,  2001  AND  2000
(U.S.  DOLLARS)

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

2.   SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

     (f)  Foreign currency translation

          The  Company's  operations and activities are conducted principally in
          Canada, hence the Canadian dollar is the functional currency, which is
          translated  into  U.S.  dollars  for  reporting  purposes  as follows:

          (i)  Assets and liabilities at the rate of exchange in effect as at
               the balance sheet date; and

          (ii) Revenues and expenditures at the average rate of exchange for the
               year.

          Gains and losses arising from this translation of foreign currency are
          accounted  for  as  other  comprehensive  income  (loss).

     (g)  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.
          Significant  areas requiring the use of management estimates relate to
          the  determination  of  the  impairment of assets and useful lives for
          depreciation.  Financial  results as determined by actual events could
          differ  from  those  estimates.

     (h)  Stock-based compensation

          The  Company  applies  the  intrinsic  value  method  of accounting as
          prescribed  by  APB  Opinion  No.  25  "Accounting for Stock Issued to
          Employees"  and  related  interpretations,  in  accounting for options
          granted to employees. As such, compensation expense is recorded on the
          date  of  the  grant  when  the  market  price of the underlying stock
          exceeds  the  exercise  price.  SFAS  123  "Accounting for Stock-based
          Compensation" establishes accounting and disclosure requirements using
          the fair value-based method of accounting for stock-based compensation
          plans.  As  allowed  by  SFAS  123, the Company elected to continue to
          apply  the  intrinsic value-based method of accounting described above
          and  have  adopted  the  disclosure  requirements  of  SFAS  123.


                                        8
<PAGE>
POKER.COM,  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2002,  2001  AND  2000
(U.S.  DOLLARS)

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

2.   SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

     (h)  Stock based compensation (Continued)

          The  Company applies APB Opinion No. 25 and related interpretations in
          accounting for its stock option granted to employees, and accordingly,
          compensation  expense  of  $Nil  (2001  -  $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>
          ======================================================================
                                                 2002        2001        2000
          -----------------------------------  ---------  ----------  ----------
<S>                                            <C>        <C>         <C>
          Net income (loss), as reported       $146,564   $ 375,621   $(339,063)
          Add:  Stock-based employee
          compensation expense under
          intrinsic value method, included in         0      17,000       7,875
          reporting net income (loss), net of
          related tax effects
          Deduct:  Total stock-based
          compensation expense determined
          under fair value based method for           0    (249,000)    (12,788)
          all awards, net of related tax
          effects
          -----------------------------------  ---------  ----------  ----------
          Net income (loss), pro-forma         $146,564   $ 143,621   $(343,976)
          ======================================================================

          ======================================================================
                                                   2002        2001        2000
          -----------------------------------  ---------  ----------  ----------
          Net income (loss) per share, as
          reported                             $   0.01   $    0.02   $   (0.02)
          Add:  Stock-based employee
          compensation expense per share
          under intrinsic value method,            0.00        0.00        0.00
          included in reporting net income
          (loss), net of related tax effects
          Deduct:  Total stock- based
          compensation expense per share
          expense determined under fair           (0.00)      (0.01)      (0.00)
          value based method for all awards,
          net of related tax effects
          -----------------------------------  ---------  ----------  ----------
          Net income (loss) per share,
            pro-forma                          $   0.01   $    0.01   $   (0.02)
          ======================================================================
</TABLE>


                                        9
<PAGE>
POKER.COM,  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2002,  2001  AND  2000
(U.S.  DOLLARS)

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

2.   SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

     (h)  Stock based compensation (Continued)

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

<TABLE>
<CAPTION>
          ==========================================
                                     2002     2001
          ------------------------  -------  -------
<S>                                 <C>      <C>
          Expected life (years)          1        2
          Risk free interest rate      5.0%     5.0%
          Expected volatility       129.66%  129.66%
          Expected dividend yield     0.00%    0.00%
          ==========================================
</TABLE>

     (i)  Recent accounting pronouncements

          (a)  In  July 2001, FASB issued Financial Accounting Standard No. 142,
               Goodwill  and  Other  Intangible  Assets. This statement includes
               requirements  to  test  good will and indefinite lived intangible
               assets for impairment rather than amortization. This statement is
               effective  for  years  beginning  December  15, 2001. The Company
               adopted  this  effective  January  1,  2002.  The  effect  was to
               decrease  amortization  expense  for  2002  by  $5,400.

          (b)  In  October  2001,  the  FASB  issued  Statement  of  Financial
               Accounting  Standards  ("SFAS")  No.  144,  "Accounting  for  the
               Impairment  or  Disposal  of  Long-Lived  Assets".  SFAS  No. 144
               addresses  significant  issues  relating to the implementation of
               SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets
               and  Long-Lived  Assets to be Disposed Of", and develops a single
               accounting  model, based on the framework established in SFAS No.
               121  for  Long-Lived  Assets  to be disposed of by sales, whether
               such  assets are or are not deemed to be a business. SFAS No. 144
               also  modifies  the  accounting  and  disclosure  rules  for
               discontinued  operations.  The standard was adopted on January 1,
               2002,  and  does not have a material effect on these consolidated
               financial  statements.


                                       10
<PAGE>
POKER.COM,  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2002,  2001AND  2000
(U.S.  DOLLARS)

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

2.   SIGNIFICANT  ACCOUNTING  POLICIES  (CONTINUED)

     (i)  Recent accounting pronouncements (Continued)

          (c)  In  December  2002,  FASB  issued  SFAS  148,  "Accounting  for
               Stock-based  Compensation  -  Transition  and  Disclosure,  an
               amendment  to  SFAS  123".  SFAS  148  provides  two  additional
               transition  methods for entities that adopt the preferable method
               of  accounting  for  stock-based  compensation.  Further,  the
               statement  requires  disclosure of comparable information for all
               companies  regardless  of  whether, when, or how an entity adopts
               the  preferable,  fair  value  method  of  accounting.  These
               disclosures  are  now required for interim periods in addition to
               the  traditional  annual  disclosure.  The amendment to SFAS 123,
               which  provides  for  additional  methods,  are effective for the
               periods  beginning  after  December  15,  2002,  although earlier
               application  is  permitted.  The  amendments  to  the  disclosure
               requirements  are  required  for  financial  reports  containing
               condensed  financial  statements  for  interim  periods beginning
               after  December  15,  2002.  The  Company  intends to adopt these
               requirements  effective  January  1,  2003.

          (d)  In  November  2001, the FASB issued EITF Issue No. 01-14, "Income
               Statement Characterization of Reimbursements Received for 'Out of
               Pocket'  Expenses  Incurred". This guidance requires companies to
               recognize  the  recovery  of reimbursable expenses such as travel
               costs on service contracts as revenue. These costs are not netted
               as  a reduction of cost. This guidance was implemented on January
               1,  2002,  and  does  not  have  a  material  effect  on  these
               consolidated  financial  statements.

3.   COMPARATIVE  FIGURES

     Certain  of  the comparative figures have been reclassified to conform with
     the  current  year's  presentation.

4.   FINANCIAL  INSTRUMENTS

     (i)  Fair  values

          The  carrying  value of cash, accounts receivable and accounts payable
          and  accrued  liabilities  approximate their fair value because of the
          short  maturity  of  these  financial  instruments.  The  long-term
          receivable  has  been  discounted  to  reflect  the  maturity  date.

     (ii) Interest rate risk

          The  Company  is  not exposed to significant interest rate risk due to
          the  short-term  maturity  of  its monetary current assets and current
          liabilities.


                                       11
<PAGE>
POKER.COM,  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2002,  2001  AND  2000
(U.S.  DOLLARS)

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

4.   FINANCIAL  INSTRUMENTS  (Continued)

     (iii) Credit risk

          The  Company is exposed to credit risk to its accounts receivable. The
          Company  follows  a  program  of  credit  evaluations of customers and
          limits  the  amount  of  credit  extended  when  deemed necessary. The
          Company  maintains provisions for potential credit losses and any such
          losses  to  date  have  been  within  management's  expectations.

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

     (iv) Foreign exchange risk

          The  Company  translates  the  results  of  foreign operations into US
          currency  using  rates approximating the average exchange rate for the
          year.  The  exchange  rate  may  vary  from time to time. This risk is
          minimized  to  the  extent  foreign capital expansions are financed in
          foreign  dollars.

5.   ACCOUNTS  RECEIVABLE

     Accounts  receivable  at  December  31,  2002  includes  $591,048  (2001  -
     $627,275)  receivable  from  a  corporation  which also collects royalties,
     commissions  and  fees from various licensees and customers of the Company.
     This  amount  is  comprised  of  $496,687  (2001 - $461,064) receivable for
     royalties  and  $94,361  (2001 - $166,211) receivable for a master license.
     The  revenue related to the licence receivable was recognized when the site
     went  live.  The revenue related to royalties receivable is recognized on a
     monthly  basis  to match the obligation of the licensee to pay 15% of their
     net  monthly  deposits  received.

     The  master  license  receivable  was  due  at  $6,000  per  month, without
     interest,  commencing  in 2001 over a 2 year period. Ten payments totalling
     $60,000 were received during the year ended December 31, 2002. The payments
     have  been  halted by the master licensee until the Domain name dispute has
     been  settled  (note 12)(b)). The receivable has been discounted to reflect
     the  maturity  date.


                                       12
<PAGE>
POKER.COM,  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2002,  2001  AND  2000
(U.S.  DOLLARS)

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

6.   PROPERTY  AND  EQUIPMENT

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

          Furniture                      $  1,537  $         769  $    768
          Computer hardware                54,194         17,479    36,715
          Computer software (note 8(b))   205,316         75,223   130,093
          ----------------------------------------------------------------

          Balance, December 31, 2001     $261,047  $      93,471  $167,576
          ================================================================

          Furniture                      $  2,541  $       2,039  $    502
          Computer hardware                69,646         28,440    41,206
          Computer software (note 8(b))   109,244         95,354    13,890
          ----------------------------------------------------------------

          Balance, December 31, 2002     $181,431  $     125,833  $ 55,598
          ================================================================
</TABLE>

7.   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 8(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 $14,571 was charged in previous years against the original
     cost  of $225,000 resulting in a net book value of $210,429 at December 31,
     2002.

     Pursuant  to  an  agreement  dated  October  27,  2002, Casino acquired for
     $50,000 the exclusive marketing and licensing rights to the Poker.cc domain
     (note  8(f)).  No  amortization  has  been  charged  against  this  cost.

     Domain  names acquired at a cost of $5,748 are included in the intangibles.


                                       13
<PAGE>
POKER.COM,  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2002,  2001  AND  2000
(U.S.  DOLLARS)

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

8.   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.

     (b)  Starnet Systems International Inc.

          Pursuant  to  an Agreement ("Agreement") dated September 14, 2001, 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.

          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 a 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:

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


                                       14
<PAGE>
POKER.COM,  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2002,  2001  AND  2000
(U.S.  DOLLARS)

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

8.   LICENSE  AGREEMENTS  (Continued)

     (c)  Gamingtech (Continued)

          (ii) 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  was  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.

     On  May  5,  2002,  Chartwell  Games Corp. ("Chartwell") (formerly known as
     Gaming  Tech Corporation) signed a Mutual Release and Termination Agreement
     that  relieved  Casino of all liability for the payment of $103,014 owed to
     Chartwell for the software that was disposed of by Casino in the year ended
     December  31,  2000.  At  December  31, 2002 there is no amount included in
     accounts  payable.

     (d)  Transnet International S.A.

          Pursuant  to  an  agreement  dated  February  15,  2001,  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,  2001;  and
         (iii) payment  of  continuing  license  fees,  as  agreed,  of  the
               sub-licensees'  monthly  rake  from  the  online  poker  tables.

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

     (e)  Trimon Systems Inc.

          Pursuant  to a Definitive Master License Agreement ("Agreement") dated
          July  31,  2002,  the  Company  purchased:

          (i)  a  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


                                       15
<PAGE>
POKER.COM,  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2002,  2001  AND  2000
(U.S.  DOLLARS)

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

8.   LICENSE  AGREEMENTS  (Continued)

          (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.

     (f)  Syzygy  Enterprises  Inc.

          Pursuant  to  an agreement dated October 27, 2001, Casino obtained the
          exclusive  marketing  and  licensing rights to the Poker.cc domain for
          $50,000,  from  Syzygy Enterprises Inc. ("Syzygy") and John Bottomley.
          As part of the agreement Casino has agreed to sell Syzygy an exclusive
          worldwide sub-license to use the URL Poker.cc for the sole purposes of
          operating  a  poker card room and marketing the Poker.cc cardroom. The
          price of the sub-license is $50,000 and all parties agreed to exchange
          the  rights  to  the  poker.cc  domain  as  consideration  for  the
          sub-license.  This  amount  has  been capitalized to intangible assets
          (note  6).  The term of the license expires October 1, 2051. Under the
          terms  of the sub-license, Syzygy must pay Casino a royalty fee of 60%
          of  the  rake  earned  from  the  Poker.cc  cardroom.

9.     ACCOUNTS  PAYABLE  AND  ACCRUED  LIABILITIES

<TABLE>
<CAPTION>
          ======================================================================
                                                                2002      2001
          ----------------------------------------------------------------------
<S>                                                           <C>       <C>

          Trade payables                                      $517,408  $316,093
          Payable to Gamingtech (note 8(c))                          0   103,014
          Management fees payable to officers and directors          0    77,365
          Royalties payable (note 8(a))                              0     3,875
          Advances from related parties (note 11(b))               425       425
          ----------------------------------------------------------------------

                                                              $517,833  $500,772
          ======================================================================
</TABLE>


                                       16
<PAGE>
POKER.COM,  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2002,  2001  AND  2000
(U.S.  DOLLARS)

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

10.  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,  2002  and  2001:

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

          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
            Exercised                          (225,000)  $      0.15  $    0.15
            Cancelled                          (796,000)  $      0.15  $    0.15
          ----------------------------------------------------------------------

          Balance, December 31, 2002            510,000   $      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 in
          2001.


                                       17
<PAGE>
POKER.COM,  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2002,  2001  AND  2000
(U.S.  DOLLARS)

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

10.  STOCKHOLDERS'  EQUITY  (Continued)

          During  the  year  ended December 31, 2000, 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.  The fair value of each option grant is
          calculated  using  the  assumptions  described  in  note  2(h).

11.  RELATED  PARTY  TRANSACTIONS

     (a)  During  the  year ended December 31, 2002, the Company paid management
          fees  of  $146,158  (2001 - $91,670; 2000 - $60,000) to an ex-officer.

     (b)  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  (note  8).

12.  CONTINGENT  LIABILITIES

     (a)  The  Company  cannot verify whether the customers are of a lawful age.
          However,  it  has  taken  precautions to ensure customers are not from
          Canada, because allowing Canadian residents to use the gaming software
          would  be  an  illegal  activity.

          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)  The  Company  is  a  plaintiff  in  a lawsuit initiated by Uninet, the
          master  licensee,  against  ALA, the owner of the Poker.com URL/Domain
          name.  The  master licensee sold a sublicense to the Company, granting
          it  the exclusive use of the URL/Domain name for a period of 99 years.
          The  owner  of  the URL/Domain name is accused of wrongfully breaching
          the  license agreement by assigning the URL/Domain name to a different
          company.

13.  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>
=======================================================================================
                                                                    2002        2001
---------------------------------------------------------------------------------------
<S>                                                               <C>        <C>

Income tax (provision) benefit at the federal statutory rate of
35%                                                               $ 51,297   $ 131,467
Valuation allowance changes affecting the provision for
income taxes                                                      $(51,297)  $(131,467)
---------------------------------------------------------------------------------------
                                                                  $      0   $       0
=======================================================================================
</TABLE>


                                       18
<PAGE>
POKER.COM,  INC.
NOTES  TO  CONSOLIDATED  FINANCIAL  STATEMENTS
YEARS  ENDED  DECEMBER  31,  2002,  2001  AND  2000
(U.S.  DOLLARS)

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

13.  INCOME  TAXES  (Continued)

     The  Company's  income  tax  provision  was  computed based on the Canadian
     federal  statutory rate as the Company is deemed to be a resident of Canada
     for  income  tax  purposes.

     At  December 31, 2002, the Company has available a net operating loss carry
     forward  of  approximately  $298,000  which  it  may  use  to offset future
     Canadian  federal  taxable  income. The net operating loss carry forward if
     not  utilized,  will  begin  to  expire  in  2005.

14.  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)  In  2003  the  Company  leased  premises at an annual rental of $7,716
          under  terms  of  a  lease  expiring  in  May  2006.

15.  BAD  DEBT  EXPENSE

     During  the year ended December 31, 2002, the Company recorded an allowance
     for  bad  debts  of  $671,250. Of the total sales for the year, the Company
     recognized  bad debt expenses of $734,144 as it was deemed uncollectible by
     management.

16.  SEGMENTED  INFORMATION

     The  Company's  revenues  are  derived  solely  from foreign countries. The
     Company's  computer  hardware  is  located  in  a  foreign  country.

     One  customer contributes approximately 27% (2001 - 37%; 2000 - 27%) of the
     total  revenues  from  foreign  countries.

17.  SUBSEQUENT  EVENTS

     (a)  The  Company  entered  into an agreement to purchase all rights, title
          and  interest  in  an  invention  that  is  related  to  a  method  of
          determining  skill  in  a  tournament  setting  as  well as the patent
          application  for  this  invention  and five registered internet domain
          names  related  to  the name of the invention. The agreement calls for
          the  Company  to pay cash of $50,000, issue 3,000,000 common shares of
          the Company to the vendor, and to pay the vendor the greater of $3,500
          per month or 4% of the monthly gross revenue for a period of 96 years.

     (b)  The  Company  issued  1,100,000  stock options at a price of $0.02 and
          repriced  the  outstanding options at year-end from $0.15 per share to
          $0.02  per  share.  These  stock options have no vesting provision and
          will  expire  in  one  year  from  the date of issue. The compensation
          expense  will  be  restated  in  2003.


                                       19
<PAGE>
ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE

There  have  been  no disagreements on accounting and financial disclosures from
the  inception  of  the  Company  through  the  date  of  this Form 10-KSB.  Our
financial  statements  for the last two fiscal years ended December 31, 2002 and
2001,  included  in  this  report  have been audited by Pannell Kerr Forster, of
Vancouver,  British  Columbia,  Canada,  as  set  forth in their report included
herein.

                                    PART III

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

IDENTIFICATION OF DIRECTORS AND EXECUTIVE OFFICERS

<TABLE>
<CAPTION>
Name           Age    Title
-------------  ---  ----------
<S>            <C>  <C>
Keith Andrews   46  Director
-------------  ---  ----------
Cecil Morris    72  Director
-------------  ---  ----------
Mark Glusing    32  President
-------------  ---  ----------
Mark Glusing    32  Acting CFO
-------------  ---  ----------
</TABLE>

BACKGROUND OF OFFICERS AND DIRECTORS

Keith Andrews

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. Mr. Andrews is also a director of the Company's
wholly  owned  subsidiary  Skill  Poker.com  Inc.

Cecil  Morris

Cecil  Morris  is  a  retired, freelance business consultant based in Cape Town,
South Africa with expertise in software programming and electronics development.
Mr.  Morris  assisted a number of technology companies based in South Africa and
internationally  during  his  career.

Mark  Glusing


<PAGE>
Mr. Mark Glusing is the President and acting CFO of the company. Mr. Glusing has
a  strong  background  in  international  business  management  and  finance and
previously  was  a  director  and  the Chief Operating Officer of Immune Network
Ltd., a publicly traded biotech company, and is a former director of BC Research
Inc.,  a  technology incubator based in Vancouver. Mr. Glusing recently resigned
as a director of publicly traded Pan Asia Communications Inc. and currently is a
director of 649.com Inc. and is President and a director of the Company's wholly
owned  Skill  Poker.com.

There  are  no family relationships among the directors or executive officers of
the  Company.

As  the  Company  is  currently  in the process of restructuring its management,
there  is  no  one  in  the  capacity  as  a  financial expert and therefore the
President  of  the  company  is  acting  in  a  dual  role  capacity.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

To  the  best  of  the  registrant's  knowledge,  during the past five years, no
director,  executive  officer,  promoter  or  control  person  of  the  Company:

     (1)  has  filed  a  petition under the federal bankruptcy laws or any state
          insolvency  law,  nor  had a receiver, fiscal agent or similar officer
          appointed  by a court for the business or present of such a person, or
          any  partnership  in  which  he was a general partner at or within two
          years  before  the time of such filing, or any corporation or business
          association  of  which  he  was  an executive officer within two years
          before  the  time  of  such  filing;

     (2)  were  convicted in a criminal proceeding or named subject to a pending
          criminal  proceeding  (excluding  traffic  violations  and other minor
          offenses);

     (3)  were  the  subject  to any order, judgment or decree, not subsequently
          reversed,  suspended  or  vacated,  of  any  court  of  competent
          jurisdiction,  permanently  or  temporarily  enjoining,  barring,
          suspending  or  otherwise  limiting his involvement in any type of the
          following  activities:

          (i)  acting  as  a  futures  commission  merchant, introducing broker,
               commodity trading advisor, commodity pool operator, floor broker,
               leverage  transaction  merchant,  associated person of any of the
               foregoing,  or  as  an investment advisor, underwriter, broker or
               dealer in securities, or as an affiliated person, director of any
               investment  company,  or engaging in or continuing any conduct or
               practice  in  connection  with  such  activity;

          (ii) engaging  in  any  type  of  business  practice;

          (iii) engaging in any activity in connection with the purchase or sale
               of  any security or commodity or in connection with any violation
               of  federal  or  state securities laws or federal commodity laws.


<PAGE>
     (4)  were  the  subject  of any order, judgment or decree, not subsequently
          reversed,  suspended  or  vacated,  of  any federal or state authority
          barring,  suspending  or  otherwise limiting for more than 60 days the
          right  of  such person to engage in any activity described above under
          this  Item,  or  to  be  associated  with  persons engaged in any such
          activity;

     (5)  were  found  by a court of competent jurisdiction in a civil action or
          by the Securities and Exchange Commission to have violated any federal
          or state securities law and the judgment in such civil finding or find
          by  the  Securities  and Exchange Commission has not been subsequently
          reversed,  suspended  or  vacated;

     (6)  were  found  by a court of competent jurisdiction in a civil action or
          by  the  Commodity  Futures  Trading  Commission  to have violated any
          federal  commodities  law,  and  the  judgment in such civil action or
          finding  by  the  Commodity  Futures  Trading  Commission has not been
          subsequently  reversed,  suspended  or  vacated.

COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

To  the  best  of  our  knowledge  all  directors,  officers  and  persons  who
beneficially  owned  more  than  ten  percent  of  our common stock filed timely
reports  in  compliance  with  Section  16(a),  except  as  follows:  (state any
exceptions  for  late  filings  of  forms)

ITEM 10.     EXECUTIVE COMPENSATION

The  following table sets forth information with respect to compensation paid by
the  Company to the Chief Executive Officer and the other highest paid executive
officers  (the  "Named  Executive  Officer") during the three most recent fiscal
years.

<TABLE>
<CAPTION>
                                        SUMMARY COMPENSATION TABLE


--------------  --------  --------  ------  -------------  ----------  -----------  ---------  -----------
                                                           Long Term Compensation
                                                           ----------------------------------
                Annual Compensation                          Awards                  Payouts
--------------  --------  --------  ------  -------------  ----------  -----------  ---------  -----------
      (a)         (b)        (c)     (d)         (e)          (f)          (g)        (h)         (i)
--------------  --------  --------  ------  -------------  ----------  -----------  ---------  -----------
                                                                       Securities
Name and                                    Other Annual   Restricted  Underlying     LTIP      All Other
Principal                  Salary   Bonus      Compen-       Stock      Options/    Pay outs     Compen-
Position          Year      ($)      ($)     sation ($)      Awards     SARS (#)       ($)     sation ($)
--------------  --------  --------  ------  -------------  ----------  -----------  ---------  -----------
<S>             <C>       <C>       <C>     <C>            <C>         <C>          <C>        <C>

Charlo         12/31/00                                                                        $    33,409
Barbosa
Former
President,
COO and
Director (1)
--------------  --------  --------  ------  -------------  ----------  -----------  ---------  -----------
Michael         12/31/02                                                                       $   146,158
Jackson         12/31/01                                                                       $    91,671
Former          12/31/00                                                                       $    37,500
President,
CEO,
Secretary and
--------------  --------  --------  ------  -------------  ----------  -----------  ---------  -----------
Director (2)
--------------  --------  --------  ------  -------------  ----------  -----------  ---------  -----------


<PAGE>
--------------  --------  --------  ------  -------------  ----------  -----------  ---------  -----------
Christa          12/31/02                                                                      $    45,265
Taylor           12/31/01                                                                      $    45,331
Former           12/31/00                                                                      $    35,000
President,
CFO,
Secretary and
Director (3)
--------------  --------  --------  ------  -------------  ----------  -----------  ---------  -----------
Mark Glusing     12/31/02                                                                      $     3,945
President (4)
--------------  --------  --------  ------  -------------  ----------  -----------  ---------  -----------

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

--------------  --------  --------  ------  -------------  ----------  -----------  ---------  -----------
</TABLE>


     (1)  Mr.  Barbosa  resigned  his  offices  and as a director on November 2,
          2000.

     (2)  Mr.  Jackson  was appointed CEO, Secretary and elected to the Board of
          Directors  on  July  16, 1999. He resigned as Secretary in November 2,
          2000  and  maintained  the offices of President and CEO in addition to
          his position on the Board of Directors. In September 2001, Mr. Jackson
          resigned as CEO and as a director. On the resignation of Ms. Taylor in
          November  2002,  Mr.  Jackson  was  again  appointed to the offices of
          President and CEO. He resigned on December 13, 2002 on the appointment
          of  Mr.  Glusing  as  President.  All other compensation paid was to a
          company  wholly  owned by Mr. Jackson and was for management services.

     (3)  Ms.  Taylor  was  initially  appointed  as  our  CFO  and Secretary in
          November  2000. She was appointed to the Board of Directors on the 2nd
          of  November,  2000. In September 2001, Ms. Taylor resigned as CFO and
          director  and  was  reappointed  CFO  and  also  as  the President. In
          November  2002,  Ms.  Taylor  resigned  as  President  and  CFO.

     4)   Mr.  Glusing  was  appointed  President  on  December  13,  2002.


OPTIONS/SAR  GRANTS

We  did  not  issue  any options or SARs during the year ended December 31, 2002

LONG-TERM  INCENTIVE  PLAN  AWARDS

We  do not have any long-term incentive plans that provide compensation intended
to  serve  as  incentive  for performance to occur over a period longer than one
fiscal  year, whether such performance is measured by reference to our financial
performance,  stock  price  or  any  other  measure.

COMPENSATION  OF  DIRECTORS

There  are  no  standard  arrangements  pursuant  to  which  our  directors  are
compensated for services provided as director. No additional amounts are payable
to  our  directors  for  committee  participation  or  special  assignments.

REPORT  ON  REPRICING  OF  OPTIONS/SAR

We  did not reprice any options or SARs during the year ended December 31, 2002.

ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
           RELATED  STOCKHOLDER  MATTERS

The  following table sets forth the beneficial shareholdings of those persons or
entities  who  beneficially  hold five percent or more of our common stock as of
April 14, 2003 with the computation being based upon 20,175,000 shares of common
stock  being  outstanding.

<TABLE>
<CAPTION>
                  Number of Shares Beneficially  Percentage of
Name and Address              Owned                  Class
----------------  -----------------------------  --------------
<S>               <C>                            <C>

CEDE & Co.                           12,529,645          62.10%
----------------  -----------------------------  --------------
Liz Bryce                             1,297,900            6.4%
----------------  -----------------------------  --------------
Total                                13,827,545          68.50%
----------------  -----------------------------  --------------
</TABLE>

(1)     Liz Bryce owns 1,297,900 shares through her company ALA Corp and
collectively with her parents owns 2,403,400 shares or 12% of the issued shares
of the Company.

SECURITY OWNERSHIP OF MANAGEMENT

The  following table sets forth the shareholdings of our directors and executive
officers  as  of  April  14,  2003  based  upon nil shares of common stock being
outstanding:

<TABLE>
<CAPTION>
                  Number of Shares Beneficially  Percentage of
Name and Address              Owned                  Class
----------------  -----------------------------  -------------
<S>               <C>                            <C>

Keith Andrews     NIL                            N/A
----------------  -----------------------------  -------------
Cecil Morris      NIL                            N/A
----------------  -----------------------------  -------------
Mark Glusing      NIL                            N/A
----------------  -----------------------------  -------------
Total
----------------  -----------------------------  -------------
</TABLE>

CHANGES IN CONTROL

To  the knowledge of management, there are no present arrangements or pledges of
the  Company securities, which may result in a change of control of the Company.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER COMPENSATORY PLANS

The  following  table  includes  information  as  of  December  31, 2002 for all
compensatory  plans  previously  approved  by  our  security  holders  and  all
compensatory  plans  not  previously  approved  by  our  security  holders.


<PAGE>
                      EQUITY COMPENSATORY PLAN INFORMATION

1998 COMBINED INCENTIVE AND NON-QUALIFIED STOCK OPTION PLAN

The  Directors adopted the 1998 Combined Incentive and Non-Qualifed Stock Option
(the "1998 Plan"), approved by our shareholders on 21st of August in 1998, to be
administered by the Board of Directors or a Committee of the Board of Directors,
to  provide  stock  options  as  means  to  attract and retain key employees and
consultants.  The shares to be offered under the 1998 Plan consist of previously
unissued  common  shares,  and are not to exceed 6,000,000 shares in total.  The
exercise price to be set on granting of the Incentive Stock Options shall not be
less  than 100% of fair market value on the date of granting and the options may
not  be  for  longer than 10 years (110% of fair market value and 5 years in the
case  of  optionees holding more than 10% of the shares of the company).     The
exercise  price  to be set on granting of the Non-Qualified Stock Options may be
more  or less than or equal to the fair market value on the date of granting and
the  options  may  not  be  for  longer  than 10 years.   For both Incentive and
Non-Qualified Stock Options, the vesting and exercise schedule may be determined
on  an  individual  basis  by  the  Plan  Administrator.

ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

CERTAIN  BUSINESS  RELATIONSHIPS

In  July  1999, we entered into an agreement with UniNet Technology Inc. for the
sub-license  of  the  URL  www.poker.com.  At that time, Michael Jackson was our
                           -------------
CEO,  Secretary  and  Director  and also a principal and director of UniNet.  We
paid  directly  to  Michael  Jackson 750,000 (1) shares of our common stock as a
finder's  fee  in  connection  with entering into the sub-license agreement with
UniNet  of  which  half  was  paid  to  another  director.

We  were  aware  that UniNet entered into the initial license agreement with Ala
Corp.  on the basis that we would immediately enter into a sub-license agreement
with  UniNet.   At  the  time  the  agreement  between  Ala Corp. and UniNet was
entered  into,  Liz  Bryce,  Ala  Corp's principal, owned indirectly 547,900 (1)
shares, or 3%, of our common stock and together with her parents owned 1,653,400
(1)  shares  or 10.3% of our common stock.  Ala Corp. received a further 750,000
(1)  shares  on the transactions with UniNet and us to bring the total number of
shares  owned by Liz Bryce, through Ala Corp. to be 1,297,900 shares or, at that
time,  6.4%  of  our  issued and outstanding common stock.  With her parents and
through  Ala  Corp.  Ms.  Bryce  owned 2,403,400 shares or 12% of our issued and
outstanding  common  stock  at the time of the initial license between Ala Corp.
and  UniNet  and  the  sub-license  to  us

In  addition  to  the share consideration paid to Mr. Jackson and to Ms. Bryce's
company,  we  are obligated to pay a royalty to Ala Corp. in the amount of 4% of
our  gross  revenue.  In 2002, we paid Ala Corp. $89,140 (2001 - $96,328; 2000 -
$32,194;  1999  -  $8,000).

WEBLINK  MANAGEMENT  S.A.

In  2002, we paid to Weblink Management S.A., a company of which Michael Jackson
is  a  Director,  management  fees of $143,325 (2001 - $nil; 2000 - $nil; 1999 -
$nil)

UNINET  TECHNOLOGIES  INC.

In 2001 UniNet Technologies Inc. of which Mr Jackson is a Director, entered into
a  contract  with  Antico  Holdings  S.A.  to  provide  Antico  with Banking and
marketing  support.  At  this  time  Poker.com Inc. was also providing marketing
support  to  Antico  under  terms  of  their  License  Agreement.


<PAGE>
Other  than  as  disclosed, there were no other material transactions, series of
similar  transactions, to which the Company or any of its subsidiaries was or is
to  be  a  party, in which the amount involved exceeded $60,000 and in which any
director  or  executive  officer,  or  any  security  holder who is known to the
Company to own of record or beneficially more than five percent of the Company's
common  stock,  or  any  member  of the immediate family of any of the foregoing
persons,  had  a  material  interest.


(1)     All references to shares take into consideration a 3:1 stock split which
occurred in July 1999.

INDEBTEDNESS OF MANAGEMENT

Other than as disclosed, there were no material transactions, series of similar
transaction, currently proposed transactions, or series of similar transactions,
to which the Company or any of its subsidiaries was or is to be a party, in
which the amount involved exceeded $60,000 and in which any director or
executive officer, or any security holder who is known to the Company to own of
record or beneficially more than five percent of the Company's common stock, or
any member of the immediate family of any of the foregoing persons, had a
material interest.

ITEM 13.     EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits

<TABLE>
<CAPTION>
Exhibit Number  Description
--------------  -----------------------------------------------------------------
<C>             <S>

          2.1*  8K SKILL POKER
          2.2*  8K POKERSOFT
          2.3*  8K TRIMON SYSTEMS

          99.1  Sarbanes Oxley Section 902 Certificate of Chief Executive Officer
</TABLE>

DOCUMENTS INCORPORATED BY REFERENCE

*  Previously  filed.

Subsequent  to  December 31, 2002, on February 20, April 9 and April 11 of 2003,
the  Company  filed  a  current  report  on Form 8-K related to the transactions
regarding  the acquisition of the provisional patent for a method of determining
skill  in a tournament setting and for the development of software in connection
with  the  same.

ITEM  14.     CONTROLS  AND  PROCEDURES

We maintain disclosure controls and procedures that are designed to ensure that
information we are required disclose in our Securities Exchange Act of 1934
reports is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is accumulated
and communicated to our management, including its Chief Executive Officer and
Chief Financial Officer, as appropriate, to allow timely decisions regarding
required disclosure.


<PAGE>
Within 90 days prior to the date of this report, our management carried out an
evaluation, under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and
procedures pursuant to Exchange Act Rule 13a-14.  Based upon the foregoing, our
Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures are effective in connection with the filing
of this Annual Report on Form 10-KSB for the year ended December 31, 2002.

There were no significant changes in our internal controls or in other factors
that could significantly affect these controls subsequent to the date of their
evaluation, including any significant deficiencies or material weaknesses of
internal controls that would require corrective action.

SIGNATURES

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

POKER.COM, INC.
(Registrant)


/s/  Mark Glusing                              Date:  April 15, 2003
-----------------
Mark Glusing
President / Acting CFO

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dated indicated.

/s/  Mark Glusing                              Date:  April 15, 2003
-----------------
Mark Glusing
President / Acting CFO

/s/  Kieth Andrews                              Date:  April 15, 2003
------------------
Keith Andrews
Director

/s/  Cecil Morris                              Date:  April 15, 2003
-----------------
Cecil Morris
Director


<PAGE>
                            SECTION 302 CERTIFICATION

I, Mark Glusing, certify that:

     1.  I  have  reviewed this annual report on Form 10-KSB of POKER.COM, INC.;

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

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

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

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

          b)   evaluated  the  effectiveness  of  the  registrant's  disclosure
               controls  and procedures as of a date within 90 days prior to the
               filing  date  of  this annual report (the "Evaluation Date"); and

          c)   presented  in  this  annual  report  our  conclusions  about  the
               effectiveness  of the disclosure controls and procedures based on
               our  evaluation  of  the  Evaluation  Date;

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

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

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


<PAGE>
     6.  The registrant's other certifying officers and I have indicated in this
annual  report whether there were significant changes in internal controls or in
other  factors  that  could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.



/s/  Mark Glusing                         Date:  April 15, 2003
-----------------
Mark Glusing
President / Acting CFO


<PAGE>