<PAGE>

                            Washington, D.C. 20549

                                  FORM 10-KSB

    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
                                  ACT OF 1934
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000


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


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



                          #201 - 1166 Alberni Street
                 Vancouver, British Columbia, Canada, V6E 3Z3
 (Address, including postal code, of registrant's principal executive offices)


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


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

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





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                               Table of Contents


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

                                     10KSB
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Part I.....................................................................  3
ITEM 1.....................................................................  3
ITEM 2..................................................................... 14
ITEM 3..................................................................... 15
ITEM 4..................................................................... 15
PART II.................................................................... 15
ITEM 5..................................................................... 15
ITEM 6..................................................................... 16
ITEM 7..................................................................... 18
PART III................................................................... 18
ITEM 8..................................................................... 18
ITEM 9..................................................................... 18
ITEM 10.................................................................... 19
ITEM 11.................................................................... 20
ITEM 12.................................................................... 21
ITEM 13.................................................................... 21


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PART 1
------

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


ITEM 1.   DESCRIPTION OF BUSINESS

A.   BUSINESS DEVELOPMENT.

Poker.com Inc.:

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

Poker.com, Inc. does not own or operate any Internet gaming operation and acts
exclusively as a sub licensor and marketing agent.  The Company derives its
revenue from selling Poker card rooms, casino licenses, royalty fees, marketing
fees, and banner sales.

Poker.com Inc. Corporate History:

The Company was incorporated in Florida on May 3rd, 1989 as Sparta Ventures
Corp. In 1998, the Company entered into an Agreement with Thermal Ablation
Technologies Canada Inc., which had developed a thermal balloon ablation system
to eliminate dysfunctional uterine bleeding. The Company's obligation was to
raise $3 million to pursue the development of a prototype unit. As a result of
this agreement, the Company changed its name to Thermal Ablation Technology
Corporation ("Thermal") on October 8th, 1998. The Company raised $150,000 in a
Private Placement, which it invested into Thermal but was unable to raise any
further capital with a result that the deal collapsed. The Company retained a 6%
interest in Thermal with no further obligation.

The Company's Auditors, Pannell Kerr Forster, in conducting their Audit of the
financial Statements of the Company for the period ending December 31, 1999,
reported to the Directors and Shareholders on March 14th, 2000 that the Company
had minimal capital resources available and had incurred substantial losses of
$386,587 to December 31, 1999 and had an accumulated deficit of $545,518. They
also stated "the Company must obtain additional financing to meet its cash flow
requirements" and continued that "these matters raise substantial doubt about
the Company's ability to continue as a going concern."

The Company's previous auditors, Grant Thornton, on June 30th, 1999, stated that
the Company's liabilities exceeded their assets by $86,201 and expressed
"substantial doubt" that the Company had the ability to continue as a going
concern.

                                       3
<PAGE>

In June 1999, the Company was approached by Mr. Michael Jackson on behalf of
UniNet Technology Inc. ("UniNet") (of which Mr. Michael Jackson is a Director)
to enquire whether the Company was interested in purchasing the URL
www.poker.com from UniNet and developing the Company into a gaming marketing
company.  In early May 1999 UniNet started negotiating to purchase the URL
www.poker.com from Ala Corp, the owners of the URL. Neither Mr. Jackson nor
UniNet Technology have any vested interest, directly or indirectly, in Ala Corp.
At a meeting between Mr. Jackson and the Directors of the Company in June 1999,
the Directors supported the idea of the Company purchasing the URL from UniNet
and agreed for Mr. Jackson and his associate Mr. Barbosa to take over management
of the Company, subject to Company acquiring the www.poker.com URL from UniNet,
and undertaking to develop the Company into an on-line Internet gaming marketing
company. On July 9th, 1999, UniNet Technology Inc. entered into an Agreement to
acquire the URL from Ala Corp based on reselling the rights to the Company. Mr.
Michael Jackson became a Director of the Company on July 16th, 1999 and signed
an agreement on behalf of the Company to acquire the URL from UniNet.  The
purchase consideration for the URL consisted of a cash payment of $100,000,
250,000 shares of Thermal plus an on-going royalty payment of 4% of gross
monthly profits. Mr Jackson and Mr Barbosa each received 125,000 common shares
from UniNet as compensation for brokering the sale between Ala Corp, UniNet and
Thermal.

Subsequent to purchasing the URL from UniNet, Management started to research the
acquisition of a Casino and/or Poker software license for re-selling. Management
attended the Global Interactive Gaming Conference in Vancouver in July and were
introduced to ASF Software Inc. ("ASF") of Belize, who had developed a multi-
player Poker software program and who were interested in selling a software
license to the Company with the rights to re-sell the license. The Company
thereafter purchased a License from ASF for $135,000 on the 10th August 1999. At
the same conference, Management was introduced to Mr. Bob Simmons of Costa Rica
who had a group interested in setting up a gaming operation in Costa Rica. As
the Company's business model was to develop the Company as a Marketing and re-
seller of gaming licenses and not as a Casino and/or Poker card room operator,
the Company negotiated to sell to Mr. Simmon's group, Antico Holdings S.A.
("Antico") a Costa Rican company, a Poker software program sub-license for
$200,000.  To capitalize on the marketing potential of the URL www.poker.com,
                                                               -------------
the Company sold the exclusive worldwide rights to use www.poker.com only for
operating a Casino and/or Card room to Antico. The Company retains all other
rights to the URL for developing the web site as a portal, for advertising,
marketing the Antico card-room, marketing Casinos, marketing card rooms and
other gaming software.

The Company earns 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.

On August 10, 1999, the Company changed its name to Poker.com, Inc. Poker.com,
Inc. began trading as a publicly listed company on the NASD OTC Bulletin Board
exchange under the symbol 'PKER' on August 19, 1999.  Poker.com, Inc. has the
exclusive worldwide rights to market the www.poker.com URL until the year 2098.

In September 1999, the Company raised $500,000 in a Private Placement to pursue
the new business model of the Company, namely, creating www.poker.com as a

                                       4
<PAGE>

gaming portal, selling software program sub-licenses and Casino links for online
gaming, marketing and selling banner advertising on the www.poker.com portal.
                                                        -------------

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

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

In January 2000, the Company purchased an updated Poker card room master license
from TransNet International SA of Costa Rica to sell Poker card rooms.  The
software was delivered to the Company in August of 2000 and the Company has
since that time sold three licenses.  The purchase of the Transnet software was
initiated because the ASF software was first generation and considered outdated.
Management decided to discontinue the use of the ASF software and replace it
with the Transnet system.

On January 10th, 2000, the Company sold an independent Casino Sub-license to
Antico for $50,000 with the understanding that Antico would assist the Company
in providing technical and administrative services from Costa Rica to the
Company's Casino sublicensees.

In August 2000, the Company concluded that the GamingTech program was not
operating to managements' expectations and thus, it was decided to discontinue
the GamingTech program.

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

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

The Company does 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 jurisdictions that according to management allow Internet gaming such as
Antigua, Dominican Republic, Belize, St Kits and Costa Rica.

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

The Company's strategy is to acquire Master Licenses from software developers in
order to resell their software programs to earn licensing fees and royalty fees,
rather than spend time and money on developing proprietary software, which
requires substantial capital and human resources. Management has learnt through
their dealings with Software Developers that some software developers lack the
marketing expertise to take advantage of the market potential for selling sub-
licenses. The

                                       5
<PAGE>

Company, based on the marketing expertise of management has been able to acquire
Master Sub-Licensing contracts from these software developers. The software
developers also recognize the fact that the more licenses they sell, directly or
indirectly, the greater their royalty revenue.

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

B.   BUSINESS OF ISSUER:

I.   Organizational Structure

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

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

II.  Development Milestones

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

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

III. OVERVIEW

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

                                       6
<PAGE>

financially attractive returns, easy site maintenance and limited administration
(iii) protect customers and licensees through its proprietary fully integrated
technology.

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

The Company sold their poker Multi-Player software license to Antico Holdings SA
of Costa Rica, who launched their card-room for money wagering on October 12th
1999. On November 30th 1999, the Company through their wholly owned subsidiary
'Casino Marketing SA.' entered into a worldwide Master Sub-License agreement
that was subsequently discarded.

September 2000 Poker.com acquired a license from Starnet Systems International
for Casino software.

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

IV.  PRODUCTS AND SERVICES

The Company provides software products, electronic funds transfer and online
gaming management services to the independent licensees.

To its Starnet licensees, the Company provides:

     .  Complete graphical user interface with sophisticated visual and sound
        effects to create a total gaming experience
     .  Real-time wagering
     .  Complete, secure electronic funds transfer
     .  Retention and analysis of all gaming data, including win/loss, game
        preferences and monitoring of player activities
     .  Administration and complete 24 hour, 7 days a week customer support
     .  Continuing customization of website
     .  Monitoring of the flow of funds
     .  Hosting of server software
     .  Discussion, liaison and co-operation with testing agencies, regulatory
        boards, governing bodies and governments
     .  Market consulting

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

     .  Craps                .  Roulette                .  Battle Royale
     .  Baccarat             .  Sportsbook              .  Pai Gow
     .  Blackjack            .  Race Tracks             .  Bingo

                                       7
<PAGE>

     .  Free Ride            .  Multi-media slots       .  Red-Dog
     .  Seven Card Stud      .  Pachinko                .  Texas Hold'em
     .  Sic Bo               .  Omaha/Omaha Hi-lo       .  Bermuda Poker
     .  Lotteries & Keno                                .  Five Card Stud

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

New Poker software

In December 1999, after viewing Paradise Poker's card room software it became
blatantly obvious that the poker card room software the Company had purchased
from ASF Software Inc was old and dated.

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

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

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

     -  provide a lobby feature that will allow a player to check out the other
        Poker tables without losing his place at his table.

     -  allow a player to check out the amount of money in the pot on the table
        without using the mouse.

     -  the ability to turn off the chat dialogue

     -  provide for a Bad beat jackpot.

     -  provide for an affiliation program to drive traffic to the casino site.

Sublicenses

The Company sells both Casino and Poker card rooms, which comprise of the
following:

     .  Initial Internet gaming license

     .  Registration of a URL

     .  A virtual casino "theme"

     .  Sophisticated visual and sound effects to create a total gaming
        experience

                                       8
<PAGE>

     .  Real-time wagering

     .  Secure encrypted merchant accounts and electronic fund transfers

     .  Analysis of all gaming data, including win/loss and monitoring of
        players' activities

     .  Administration and complete 24hr, 7 days per week support services

     .  Monitoring of all fund flows

     .  Hosting of server software

V.   SALE OF LICENSES


Overview

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

Casino

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

A sample list of licensees using this software includes:

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

In September 2000, Casino Marketing S.A. signed a new licensing agreement with
Starnet Systems International.  Any licensees that were using the Chartwell
systems will be switched over to the new Starnet system.

Poker

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


VI.  GROWTH STRATEGY

                                       9
<PAGE>

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

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

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

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

VII. RISK

Competition

Poker.com Inc. experiences competition from eight market segments:

     .  Traditional casino companies;
     .  Traditional poker companies;
     .  Internet casino companies;
     .  Internet poker companies;
     .  Electronic casino companies;
     .  Electronic poker companies;
     .  Web service providers; and
     .  Other entertainment/media companies

There are currently several competitors for the licensing of Internet software:
including Atlantic International Entertainment, Ltd., Boss Media AB, Chartwell
Technology, Inc., Cryptologic, Inc., and Microgaming.  None of these competitors
currently offer the full suite of casino and poker gaming products that
Poker.com offers.

The Company believes 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 the Company's
potential competitors have longer operating histories, larger customer bases,
greater brand recognition and greater financial, marketing and other resources
than the Company. The Company is aware that certain competitors have and may
continue to adopt aggressive policies and devote substantially more resources to
website and systems development than the Company. Increased competition may
result in reduced operating margins, loss of market share and a diminished brand
franchise.

There can be no assurance that the Company 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 the Company.

                                       10
<PAGE>

However, to compete with the existing software developers and direct traffic to
the Company's web site, the Company has established www.poker.com as a gaming
Portal to encourage potential subscribers to visit the site by offering them
general gaming information, free games, and an entry point to visit a
sublicensees gaming site. Based on the web site being developed as a portal the
Company expects to generate substantial traffic to its site. The company has
also entered into various contracts to purchase traffic from various sources,
which will result in a much higher traffic count to the Companies' web site than
to most other gaming sites on the Internet. In fact, the Company has become one
of the busiest gaming sites on the Internet.  100hot, an independent metrix
analyst, tracking the busiest sites on the Internet, ranked Poker.com web site
as number three during the year 2000.

Limited Operating History

Poker.com, Inc. has a short operating history on which to base an evaluation of
its business and prospects.  The Company's 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 environment and the risk of inability to
manage growth.  To address these risks, the Company must, among other things,
develop and expand its customer base, successfully implement its business and
marketing strategies, increase it's working capital, continue to develop and
upgrade website and transaction- processing systems, provide superior customer
service, respond to competitive developments, attract and retain qualified
personnel and constantly upgrade their software to remain competitive. If the
Company is not successful in addressing such risks, it may be adversely
affected.

Dependence on Continued Growth of Online Commerce

The Company's 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. The Company 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
Poker.com, Inc. 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, the Company may be adversely affected.

                                       11
<PAGE>

Need for Additional Funds

The Company's capital requirements depend on several factors, including the rate
of market acceptance, the ability to develop and expand the Company's 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, the Company 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
the Company, if at all. If equity securities are issued in connection with a
financing, dilution to the Company's shareholders may result, and if additional
funds are raised through the incurrence of debt, the Company may become subject
to restrictions on its operations and finances.

Rapid Technological Change

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

VIII. TECHNOLOGY

Redundant High-Speed Network

Poker.com Inc.'s network is connected to the Internet via redundant high-speed
fiber through various facilities.  This high performance network infrastructure
ensures multiple backup connections to the Internet and reliable and responsive
game play for Poker.com's licensees and end users/players.  The system is
composed of multiple dual processor rack mount servers on robust platforms such
as Linux and Microsoft.  Most of the critical system components, such as the
game servers, web servers and database servers are distributed across multiple
machines.  Regularly scheduled backups are also performed for each machine.
This protects the gaming service in the event of a hardware malfunction.

Due to the high scalable nature of Poker.com's network, adding or upgrading for
future capacity is done with ease.  The network administrators keep watchful
eyes on hardware peaks to ensure that maximum efficiency is maintained.  The
administrators can also determine if new hardware is needed to meet licensee and
user/player demands.

                                       12
<PAGE>

Poker.com Inc. utilizes three third party credit card processors: Electronic
Funds Transfer System (EFS), Surefire Commerce and Neteller.  All companies
provide a high level of security and integrity of funds wagered.

Security Measures

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

Online Security Risks

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

Environmental Damage

Poker.com Inc.'s sublicensees systems may be vulnerable to damage from
earthquakes, fire, floods, power loss, telecommunications failures, break-ins,
internal incidents, and other unforeseen events.

Environmental Law

As Poker.com Inc.'s business is exclusively conducted on the Internet the
Company is not impacted by any environmental issues.


End-User/Player Screening

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

As an additional security feature, the Company provides players with a Personal
Identification Number (PIN), which is required before any funds can be
withdrawn.

IX.   GOVERNMENT REGULATION AND RISK

Regulatory Environment

                                       13
<PAGE>

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

Kyl Bill

Legislation designated to restrict or prohibit Internet gaming may be adopted in
the future in the United States or other jurisdictions.  After previous similar
proposals failed to pass in 1998, on March 23, 1999, Senator Jon Kyl of the
United States Senate introduced a revised proposal intended to prohibit and
criminalize Internet gambling, which he later withdrew in 2000.  As well,
existing legislation, including United States and federal statutes, could be
construed to prohibit or restrict gaming through the use of the Internet and
there is a risk governmental authorities may view the Company's licensees or the
Company as having violated such statutes.  There is a risk that criminal and
civil proceedings could be initiated in such jurisdictions against the Company's
licensees or the Company and such proceedings could involve substantial
litigation expense, penalties, fines, diversion of the attention of key
executives, injunctions or other prohibitions being invoked against the
Company's licensees or the Company.  Such proceedings could have a material
adverse effect on the Company's business, revenues, operating results and
financial condition.

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

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


X.    RESEARCH AND DEVELOPMENT

The Company did not identify any material Research and Development expenses in
fiscal 1998, 1999 or 2000.



ITEM 2.   DESCRIPTION OF PROPERTY

                                       14
<PAGE>

Poker.com, Inc. occupies 2,000 square feet of commercial space at #201-1166
Alberni Street, Vancouver, British Columbia.  This facility houses all of
Poker.com, Inc.'s operations including technical, marketing and administration
for all of the Company's subsidiaries.

The annual cost of the space at the Alberni Street location is approximately
$24,000 USD.  The lease expires in May 2003.


ITEM 3.   LEGAL PROCEEDINGS

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


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

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

PART II
-------

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

A.   MARKET INFORMATION

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

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

<TABLE>
<CAPTION>
Quarter Ended             High      Low
<S>                       <C>        <C>
December 31, 1999 (1)     $1.9062    $0.5937
March 31, 2000 (1)        $4.4687    $0.9375
June 30, 2000 (1)         $2.00      $0.69
September 30, 2000 (1)    $1.875     $0.8907
December 31, 2000 (2)     $0.375     $0.0625
</TABLE>

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

B.   DIVIDENDS

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

                                       15
<PAGE>

ITEM 6.   MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


SELECTED STATEMENT OF OPERATIONS INFORMATION

<TABLE>
<CAPTION>


                                          FOR THE YEAR ENDED
                                    DEC 31, 2000      DEC 31, 1999
                                    ------------      ------------
<S>                              <C>                  <C>
Net Sales                             $1,184,290      $    50,388
Gross Margin                             869,825           22,595
Operating Expenses                     1,102,594          599,182
Income (Loss) From Operations           (232,769)        (576,587)
Net Income (Loss)                       (327,213)        (511,587)

</TABLE>

Selected Balance Sheet Information

<TABLE>
<CAPTION>

                                 At Dec 31, 2000   At Dec 31, 2000
                                 ---------------  ----------------
<S>                             <C>               <C>
Working Capital (Deficiency)         $  (21,362)        $(148,282)
Total Assets                          1,068,137           616,806
Retained Earnings (Deficit)            (997,731)         (670,518)
Total Shareholders Equity               498,739           325,352
</TABLE>


Selected Financial Ratios

<TABLE>
<CAPTION>

                                    Dec 31, 2000      Dec 31, 1999
                                    ------------      ------------
<S>                                 <C>               <C>
Net Profit Margin                          (.28)           (10.17)
Gross Profit Margin                         .73               .45
Acid Test                                   .87               .48
Current ratio                               .96               .49
A/R Turnover                               2.60               .51
Equity to Assets                            .47               .53
</TABLE>

The Company's revenues increased significantly to $1,184,290 for the year ended
December 31, 2000 compared to $50,388 for the year ended Dec 31, 1999.  The
growth is primarily due to additional revenues generated from licensing,
royalties, and advertising.  Advertising accounts for 47.2%, Licensing revenue
accounts for 13.5%, and Royalty revenues accounts for 10.9% of total revenues
for the year ended Dec 31, 2000.  The Company believes its royalty revenues from
Casino's and the new Poker card room software will increase as both existing
licensees grow and additional licenses are sold.

Further to the growth in sales, gross margin increased to $869,825 for the year
ended December 31, 2000 compared to $22,595 for the year ended December 31,
2000.  Gross Margin increased to 73.8% for the year ended December 31, 2000 over
December 31, 1999's Gross Margin of 44.94%.  This increase is in line with
management's expectations on the development of the Company.

Operating expenses increased by 84.0% to $1,102,594 for the year ended December
31, 2000 from $599,182 for the year ended December 31, 1999.  In comparison to

                                       16
<PAGE>

the percentage of sales, operating expenses decreased from 1,189% for the year
ended December 31, 1999 to 93.1% for the year ended December 31, 2000.  This is
due to the development of the Company from its preliminary stages to more
advanced operating stages.

Loss from operations for the year ended December 31, 2000 was $232,769 compared
to an operating loss of $576,587 for the year ended December 31, 1999.  The
decrease was a result of the initiation and establishment of operations,
advertising revenues and royalties.  The Company expects revenues to increase as
more Casino and Poker room licenses are sold and revenue from licensees'
increases.

Provision for Income Taxes.  No tax provision was made for the 12 months ended
December 31, 2000.  The Company also has available net operating loss carry
forward of approximately $604,000 that may be used to offset future taxable
income.


CANADIAN FINANCIAL CONDITION AND LIQUIDITY

At December 31, 2000, the Company had cash and cash equivalents totaling
$497,807 compared to $140,537 at December 31, 1999.  The increase in cash and
cash equivalents balance is mainly due to the reduction of operating losses and
the issuance of common stock.

Working capital at December 31, 2000 increased to a deficit of $21,362 over the
previous year ending December 31, 1999 of a deficit $148,282.  Accounts
receivable for the year ended December 31, 2000 was $456,032 compared to $99,405
for the year ended December 31, 1999.  Approximately $464,190 of the $596,032
accounts receivable and long term receivable was due from Antico Holdings for
the purchase of a Poker sub-license and Royalty fees.  The amount due from
Antico Holdings for their License fee was re-negotiated with the terms of $6,000
per month commencing March 2001.  Antico Holdings has assigned to Poker.com Inc
the 15% credit card hold back which will be released each month on a rolling
month-to-month basis.  Prepaid expenses and deposits increased to $50,229 for
the year ended December 31, 2000 compared to $2,635 for the year ended December
31, 1999.  This is due to the prepayment to the Antiguan government for a one-
year Casino license.

Net cash used from operations for the year ended December 31, 2000 was $142,502
compared to $109,078 for the year ended December 31, 1999.

Net cash used for investing activities for the year ended December 31, 2000 was
$135,740 compared to $341,588 for the year ended December 31, 1999.  The
decrease was mainly due to the decrease in the purchase of property, equipment
and intangible assets and the decrease of the long-term receivable.

Net cash provided by financing activities for the year ended December 31, 2000
was $260,000 compared to $500,000 for the year ended December 31, 1999.  The
decrease was due to the subscriptions received in 1999, which were part of the
start-up.


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

                                       17
<PAGE>

General


ITEM 7.   FINANCIAL STATEMENTS

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

PERSONNEL

At the end of the year, the number of employees was 10.  The average age was
33.1.

A further two people have been employed since the end of 2000.


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

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


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

DIRECTORS

Christa Taylor, CMA, BA Tech.
Director, CFO, Corporate Secretary

Christa Taylor began her career with Poker.com Inc as a consultant providing
financial leadership, business development, and strategic planning. Along the
way, Ms. Taylor has provided leadership with a number of high profile companies.
They include: Glenayre Technologies Inc. (NASQ:  GEMS), Vancouver as a Financial
Analyst, Sentinel Importing Corporation, North Vancouver providing accounting
services, and Vancouver International Airport in Administration and Auditing. Ms
Taylor brings a wealth of administration and accounting expertise from a broad
range of disciplines. Ms. Taylor has achieved a CMA (Certified Management
Accountants) designation from the Certified Management Accounts of B.C. Her
other educational accomplishments include a Bachelor of Technology and an
Associate Accounting Technologists diploma (AAT).

Michael Jackson,
Director, CEO

Mr. Jackson practiced corporate and securities law in South Africa for 11 years
before immigrating to Vancouver, British Columbia in 1978. There, he launched
Hillcon Developments Ltd., a land development company. Mr. Jackson built Hillcon
into a $150-million dollar operation and personally raised in excess of $50
million from equity investors. He joined Geneva Capital Corporation as an
associate, where he acted as an Investment Banker, taking companies public on
the Vancouver Stock Exchange, the Alberta Stock Exchange and NASDAQ. In 1993 he
re-launched Hillcon Developments and continued to develop land projects as well
as act as a consultant

                                       18
<PAGE>

to Samoth Capital Corporation until 1998, when he started an investment banking
company, UniNet Technologies Inc. Early in 1999, he began to specialize in
taking Internet companies public using the OTC Bulletin Board. Since inception,
he has been involved with Galore.com, an Internet search engine (now sold to
Hello.com), and FriendFinder.com (currently in the process of being acquired by
Microsoft for $100 million).

FAMILY RELATIONSHIPS.

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

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS.

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


ITEM 10.  EXECUTIVE COMPENSATION.

The following table summarizes the total compensation of the Chief Executive
Officer and the other most highly compensated executive officers (collectively,
the "Named Executive Officers") of the Company for the year ended December 31,
2000, as well as the total compensation paid to each such individual for the
Company's three previous fiscal years:

Summary Compensation Table

<TABLE>
<CAPTION>
 Name and        Year      Salary      Bonus   Other Annual    Restricted       Options/      Pay        All Other
 Position                 Per Annum            Compensation   Stock Awards        SARs        Outs     Compensation
-------------------------------------------------------------------------------------------------------------------
<S>           <C>         <C>          <C>    <C>             <C>               <C>           <C>      <C>
Michael         Fiscal          -0-     -0-         -0-            -0-            -0-          -0-        $37,500
Jackson, CEO     2000
---------------------------------------------------------------------------------------------------------------------------
Christa         Fiscal      $35,000     -0-         -0-            -0-            -0-          -0-          -0-
Taylor, CFO      2000
---------------------------------------------------------------------------------------------------------------------------
Michael         Fiscal          -0-     -0-         -0-            -0-          300,000        -0-        $19,500
Jackson, CEO     1999
---------------------------------------------------------------------------------------------------------------------------
Christa         Fiscal          -0-     -0-         -0-            -0-            -0-          -0-          -0-
Taylor, CFO      1999
---------------------------------------------------------------------------------------------------------------------------
Michael         Fiscal          -0-     -0-         -0-            -0-            -0-          -0-          -0-
Jackson, CEO     1998
---------------------------------------------------------------------------------------------------------------------------
Christa         Fiscal          -0-     -0-         -0-            -0-            -0-          -0-          -0-
Taylor, CFO      1998
---------------------------------------------------------------------------------------------------------------------------
</TABLE>


Stock Option Grants and Aggregated Stock Option/SAR Exercises

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

                                       19
<PAGE>

    Aggregated Option/SAR Exercises in Fiscal Year Ended December 31, 2000
                       And Fiscal Year-End Option Values

<TABLE>
<CAPTION>
Name           Shares            Value         Number of unexercised          Value of Unexercised
               acquired on       realized      Options/SARs at Fiscal         in-the-money Options/SARs at
               Exercise (#)      ($)           Year-End (#)                   Fiscal Year-End ($)
                                               Exercisable/Unexercisable      Exercisable/Unexercisable
---------------------------------------------------------------------------------------------------------------
<S>            <C>               <C>           <C>                            <C>
Michael            -0-              -0-                300,000/                            -0-
Jackson                                                  -0-
---------------------------------------------------------------------------------------------------------------
Christa            -0-              -0-                  -0-                               -0-
Taylor                                                   -0-
---------------------------------------------------------------------------------------------------------------
</TABLE>


LONG-TERM INCENTIVE PLANS - AWARDS IN LAST FISCAL YEAR

The Company has no long-term incentive plans or awards to report for last fiscal
year.


COMPENSATION OF DIRECTORS

A.   Standard Arrangements.

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

B.   Other Arrangements.

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


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

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


ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The table below sets forth information, as of December 31, 2000, with respect to
beneficial ownership of the Company's Common Stock by each person known by the
Company to be the beneficial owner of more than 5% of its outstanding Common
Stock, by each director of the Company, by each Named Executive Officer and by
all officers and directors of the Company as a group.  Unless otherwise noted,
each shareholder has sole investment and voting power over the shares owned.

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

</TABLE>

                                       20
<PAGE>

<TABLE>
<S>           <C>                     <C>                       <C>
Common        CEDE & Co.              11,488,685                68%
              PO Box 222
              Bowling Green Station
              New York NY 10274

Common        Michael Jackson         577,500                   3.41%
Common        Christa Taylor          0                         0%
-------------------------------------------------------------------------------

Total Common Shares                   16,935,000                100%
Outstanding

Common        All Directors and       577,500                   3.41%
              Executives as a Group
</TABLE>


ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Nothing reportable.


ITEM 13.  INDEX TO EXHIBITS

Financial Statements (included in Part II of this Report):

Report of Independent Accounts

Consolidated Balance Sheet - December 31, 2000

Consolidated Statements of Income (Loss) and Retained Earnings (Deficit) -
December 31, 2000

Consolidated Statements of Shareholders' Equity (Deficiency) - December 31, 2000

Consolidated Statements of Cash Flows - December 31, 2000

Notes to Consolidated Financial Statements - December 31, 2000

Consent of Independent Chartered Accountants

                                       21
<PAGE>

SIGNATURES

Pursuant to the requirements of Section 13 and 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)

Date: March 28, 2001            By: /s/ Michael Jackson
                                -----------------------
                                CEO and Director


Date: March 28, 2001            By: /s/ Christa Taylor
                                ----------------------
                                CFO and Director
<PAGE>

POKER.COM, INC.
(A Development Stage Company)

Consolidated Financial Statements
December 31, 2000 and 1999
(U.S. Dollars)



<TABLE>
<CAPTION>


     INDEX                                                   Page
     -----                                                   ----
<S>                                                          <C>

     Report of Independent Chartered Accountants             F-1

     Consolidated Financial Statements

     Consolidated Balance Sheets                             F-2

     Consolidated Statements of Operations                   F-3

     Consolidated Statements of Stockholders' Equity         F-4

     Consolidated Statements of Cash Flows                   F-5

     Notes to Consolidated Financial Statements              F-6 - F-15

</TABLE>

<PAGE>

                  REPORT OF INDEPENDENT CHARTERED ACCOUNTANTS

TO THE DIRECTORS AND SHAREHOLDERS OF POKER.COM, INC.
(A Development Stage Company)

We have audited the accompanying consolidated balance sheets of Poker.com, Inc.
(formerly Thermal Ablation Technologies Corporation), (A Development Stage
Company) as at December 31, 2000 and 1999 and the related consolidated
statements of operations, stockholders' equity and cash flows for each of the
years in the three year period ended December 31, 2000 and the period from May
3, 1989 (inception) through December 31, 2000.  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.  The  financial statements of Poker.com Inc.
from May 3, 1989 (inception) through December 31, 1998 were audited by other
auditors whose report dated July 8, 1999, expressed an unqualified opinion on
those statements.  Our opinion insofar as it relates to the cumulative totals
for development stage operations from May 3, 1989 (inception) through December
31, 1998, is based solely on the report of the other auditors.

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, 2000 and 1999 and the consolidated results of its operations and
cash flows for each of the three years ended December 31, 2000 and the
cumulative totals for the development stage of operations from May 3, 1989
(inception) through December 31, 2000 in conformity with accounting principles
generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in note 2 to
the consolidated financial statements, the Company has minimal capital resources
available and has incurred substantial losses to December 31, 2000.  The Company
must obtain additional financing to meet its cash flow requirements.  These
matters raise substantial doubt about the Company's ability to continue as a
going concern.  These financial statements do not include any adjustments that
may result from the outcome of these uncertainties.



"PANNELL KERR FORSTER"

Chartered Accountants

Vancouver, Canada
March 7, 2001

                                      F-1
<PAGE>

POKER.COM, INC.
(Formerly thermal Ablation Technologies Corporation)
(A Development Stage Company)
Consolidated Balance Sheets
December 31, 2000 and 1999
(U.S. Dollars)

<TABLE>
---------------------------------------------------------------------------------------------------------------
                                                                                              2000       1999
---------------------------------------------------------------------------------------------------------------
<S>                                                                                      <C>          <C>
Assets

Current
  Cash                                                                                   $   41,775     $ 41,132
  Accounts receivable, net of $18,750 allowance for bad debts
    (notes 11 (c) and 15)                                                                   456,032       99,405
  Prepaid expenses and deposits                                                              50,229        2,635
----------------------------------------------------------------------------------------------------------------

Total Current Assets                                                                        548,036      143,172
Long-Term Receivable (note 4)                                                               140,000      150,000
Property and Equipment (note 5)                                                             161,755      100,822
Intangible Assets (notes 6 and 7(a))                                                        218,346      222,812
----------------------------------------------------------------------------------------------------------------

Total Assets                                                                             $1,068,137     $616,806
================================================================================================================

Liabilities

Current
  Accounts payable and accrued liabilities (notes 7 and 8)                               $  562,570     $195,527
  Advances from related parties (note 10(d))                                                  6,828       95,927
----------------------------------------------------------------------------------------------------------------

Total Liabilities                                                                           569,398      291,454
================================================================================================================

Contingencies and Commitment (notes 11 and 13)

Stockholders' Equity (note 9)

Preferred Stock, $0.01 par value, 5,000,000 shares authorized, no shares
issued and outstanding
Common Stock and Paid-in Capital in Excess of $0.01 Par Value
  100,000,000      Shares authorized
   16,935,000      (1999 - 14,100,000) shares issued and outstanding                      1,469,235     510,000
Subscriptions Received/Receivable                                                            22,480     500,000
Other Comprehensive Income (Loss)                                                             4,755      (4,130)
Deficit Accumulated During the Development Stage                                           (997,731)    (70,518)
---------------------------------------------------------------------------------------------------------------

Total Stockholders' Equity                                                                  498,739     325,352
---------------------------------------------------------------------------------------------------------------

Total Liabilities and Stockholders' Equity                                               $1,068,137    $616,806
---------------------------------------------------------------------------------------------------------------
</TABLE>

                                      F-2
<PAGE>

POKER.COM, INC.
(Formerly Thermal Ablation Technologies Corporation)
(A Development Stage Company)
Consolidated Statements of Operations
Years Ended December 31, 2000, 1999 and 1998 and Period from
May 3, 1989 (Inception) Through December 31, 2000
(U.S. Dollars)

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                                                                                                 Period From
                                                                                                 May 3, 1989
                                                                                                 (Inception)
                                                                                                   Through
                                                               Years Ended December 31,          December 31,
                                                           2000          1999          1998         2000
-------------------------------------------------------------------------------------------------------------
<S>                                                  <C>           <C>           <C>          <C>
Revenues
  Marketing and sub-licensing                        $ 1,178,290   $    50,280   $        0     $1,228,570
  Miscellaneous                                            6,000           108          906          7,014
----------------------------------------------------------------------------------------------------------

Total Revenues                                         1,184,290        50,388          906      1,235,584
Cost of Goods Sold                                       314,465        27,793            0        342,258
----------------------------------------------------------------------------------------------------------

Gross Margin                                             869,825        22,595          906        893,326
----------------------------------------------------------------------------------------------------------

Expenses
  Website marketing                                      434,838       136,573            0        571,411
  Corporation promotion                                  172,041        39,802        1,412        213,255
  Wages                                                   93,926             0            0         93,926
  Office supplies and services                            93,309        29,059        2,340        124,708
  Management and consulting fees                          76,865        43,573       61,681        192,119
  General corporate expenses                              70,449         9,856        1,516         81,821
  Bad debt expense (note 15)                              55,250             0            0         55,250
  Professional fees                                       48,217        45,996       71,428        165,641
  Rent                                                    16,156        21,101       11,460         48,717
  Stock option benefit (note 9)                           14,235             0                      14,235
  Investment written off                                       0       140,297            0        140,297
  Compensation expense (note 10(b))                            0       125,000            0        125,000
  Depreciation and amortization                           27,308         7,925            0         35,233
----------------------------------------------------------------------------------------------------------

Total Expenses                                         1,102,594       599,182      149,837      1,861,613
----------------------------------------------------------------------------------------------------------

Loss from Operations                                    (232,769)     (576,587)    (148,931)      (968,287)
Gain (Loss) on Disposal of
  Asset (note 7(c))                                      (94,444)       65,000            0        (29,444)
----------------------------------------------------------------------------------------------------------

Net Loss for Period                                  $  (327,213)  $  (511,587)  $ (148,931)    $ (997,731)
==========================================================================================================

Net Loss Per Share                                        $(0.02)       $(0.04)      $(0.02)
==========================================================================================================

Weighted Average Number of
  Common Shares Outstanding                           15,984,330    12,875,001    7,610,958
==========================================================================================================
</TABLE>

                                      F-3
<PAGE>

POKER.COM, INC.
Formerly Thermal Ablation Technologies Corporation)
A Development Stage Company)
Consolidated Statements of Stockholders' Equity
Years Ended December 31, 2000, 1999 and 1998 and Period from May 3, 1989
(Inception) Through December 31, 2000
(U.S. Dollars)


<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
                                                                                                Period From
                                                                                                May 3, 1989
                                                                                                (Inception)
                                                                                                  Through
                                                              Years Ended December 31,          December 31,
                                                          2000          1999          1998          2000
-----------------------------------------------------------------------------------------------------------
<S>                                                  <C>           <C>           <C>           <C>
Shares of Common Stock Issued
  Balance, beginning of period                        14,100,000    12,000,000     3,000,000              0
  Issued for
    Services (note 10(b))                                      0       750,000             0      3,750,000
    Settlement of debt                                   225,000             0             0        225,000
    Cash                                               1,080,000             0     9,000,000     10,080,000
    Subscriptions receivable                              30,000             0             0         30,000
    Subscriptions previously received                  1,500,000       600,000             0      2,100,000
    Intangible assets (note 7(a))                              0       750,000             0        750,000
-----------------------------------------------------------------------------------------------------------
  Balance, end of year                                16,935,000    14,100,000    12,000,000     16,935,000
===========================================================================================================
Common Stock and Paid-in Capital
  in Excess of Par
  Balance, beginning of period                       $   510,000   $   160,000   $    10,000    $         0
  Issued for
    Services                                                   0       125,000             0        135,000
    Settlement of debt                                   175,000             0             0        175,000
    Cash                                                 260,000             0       150,000        410,000
    Subscriptions previously received                    500,000       100,000             0        600,000
    Subscriptions receivable                              10,000             0             0         10,000
    Stock option benefit                                  14,235             0             0         14,235
    Intangible assets                                          0       125,000             0        125,000
-----------------------------------------------------------------------------------------------------------
  Balance, end of year                                 1,469,235       510,000       160,000      1,469,235
-----------------------------------------------------------------------------------------------------------
Subscriptions Received
  Balance, beginning of period                           500,000       100,000             0        600,000
  Issued for subscriptions received                     (500,000)     (100,000)            0       (600,000)
  Subscriptions received                                  32,480       500,000       100,000         32,480
  Subscriptions receivable                               (10,000)            0             0        (10,000)
-----------------------------------------------------------------------------------------------------------
  Balance, end of year                                    22,480       500,000       100,000         22,480
-----------------------------------------------------------------------------------------------------------
Other Comprehensive Income (Loss)
  Balance, beginning of period                           (14,130)            0             0              0
  Foreign currency translation
    gain (loss)                                           18,885       (14,130)            0          4,755
-----------------------------------------------------------------------------------------------------------
  Balance, end of year                                     4,755       (14,130)            0          4,755
-----------------------------------------------------------------------------------------------------------
Deficit Accumulated During the
  Development Stage
    Balance, beginning of period                        (670,518)     (158,931)      (10,000)             0
    Net loss for period                                 (327,213)     (511,587)     (148,931)      (997,731)
-----------------------------------------------------------------------------------------------------------
    Balance, end of year                                (997,731)     (670,518)                    (997,731)
                                                                                    (158,931)
-----------------------------------------------------------------------------------------------------------

Total Stockholders' Equity                           $   498,739   $   325,352   $   101,069    $   498,739
===========================================================================================================
</TABLE>

                                      F-4
<PAGE>

POKER.COM, INC.
(Formerly Thermal Ablation Technologies Corporation)
(A Development Stage Company)
Consolidated Statement of Cash Flows
Years Ended December 1, 2000, 1999 and 1998 and Period from May 3, 1989
(Inception) Through December 31, 2000
(U.S. DOllars)

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
                                                                                              Period From
                                                                                              May 3, 1989
                                                                                              (Inception)
                                                                                                Through
                                                                Years Ended December 31,      December 31,
                                                              2000        1999        1998       2000
---------------------------------------------------------------------------------------------------------
<S>                                                      <C>         <C>         <C>         <C>
Operating Activities
  Net loss                                               $(327,213)  $(511,587)  $(148,931)    $ (997,731)
  Adjustments to reconcile net loss to
  net cash used by operating activities
    Loss (gain) on disposal of asset                        94,444     (65,000)          0         29,444
    Depreciation and amortization                           27,308       7,925           0         35,233
    Write-down of investment                                     0     140,297           0        140,297
    Compensation expense (note 10(b))                            0     125,000           0        125,000
    Stock option benefit                                    14,235           0           0         14,235
  Changes in non-cash working capital
    Accounts receivable                                   (356,627)    (99,405)          0       (456,032)
    Advances to related party                                    0      17,223     (17,223)             0
    Prepaid expenses                                       (47,594)     (2,635)          0        (50,229)
    Accounts payable and accrued liabilities               452,126     183,177      12,350        647,653
    Advances from related parties                              819      95,927           0         96,746
---------------------------------------------------------------------------------------------------------
Net Cash Used in Operating Activities                     (142,502)   (109,078)   (153,804)      (415,384)
---------------------------------------------------------------------------------------------------------
Investing Activities
  Acquisition of investment                                      0     (49,999)    (90,298)      (140,297)
  Purchase of property, equipment
    and intangible assets                                 (145,740)   (341,559)          0       (487,299)
  Proceeds on disposal of assets                                 0     200,000           0        200,000
  Long-term receivable                                      10,000    (150,000)          0       (140,000)
---------------------------------------------------------------------------------------------------------
Net Cash Used in Investing Activities                     (135,740)   (341,558)    (90,298)      (567,596)
---------------------------------------------------------------------------------------------------------
Financing Activities
  Proceeds from issuance of common
    stock                                                  260,000     100,000     150,000        520,000
  Subscriptions received                                         0     400,000     100,000        500,000
---------------------------------------------------------------------------------------------------------
Net Cash Provided by Financing Activities                  260,000     500,000     250,000      1,020,000
---------------------------------------------------------------------------------------------------------
Effect of Foreign Currency Translation
  On Cash                                                   18,885     (14,130)          0          4,755
---------------------------------------------------------------------------------------------------------
Inflow of Cash                                                 643      35,234       5,898         41,775
Cash, Beginning of Period                                   41,132       5,898           0              0
---------------------------------------------------------------------------------------------------------

Cash, End of Period                                      $  41,775   $  41,132   $   5,898     $   41,775
=========================================================================================================
Supplemental Disclosure of Non-Cash Transactions
  Reduction of subscriptions received by
    issuance of shares                                   $(400,000)  $(100,000)  $       0     $ (500,000)
  Assets received for share subscriptions                   32,480           0           0         32,480
  Issue of common stock for assets                       $       0   $ 125,000   $       0     $  125,000
  Issue of common stock for
    payment of debt                                      $ 175,000   $       0   $       0     $  175,000
=========================================================================================================
</TABLE>

                                      F-5
<PAGE>

POKER.COM, INC.(Formerly Thermal Ablation Technologies Corporation)
(A Development Stage Company)
Notes to Consolidated Fnancial Statements
Years Ended Decembe 31, 2000, 1999 and 1998 and Period from May 3, 1989
(Inception) Through December 31, 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 is in the development stage as defined in Statement No. 7 of
     the Financial Accounting Standards Board.

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

2.   GOING CONCERN

     These financial statements have been prepared in accordance with generally
     accepted accounting principles on a going concern basis.  This presumes
     funds will be available to finance on-going development, operations and
     capital expenditures and the realization of assets and the payment of
     liabilities in the normal course of operations for the foreseeable future.
     Management intends to raise additional capital through share issuances to
     finance operations.

     The Company has minimal capital resources presently available to meet
     obligations which normally can be expected to be incurred by similar
     companies and has an accumulated deficit of $997,731.  These factors raise
     substantial doubt about the Company's ability to continue as a going
     concern which is dependent on its ability to obtain and maintain an
     appropriate level of financing on a timely basis and to achieve sufficient
     cash flows to cover obligations and expenses.  The outcome of these matters
     cannot be predicted.  These financial statements do not give effect to any
     adjustments to the amounts and classification of assets and liabilities
     which might be necessary should the Company be unable to continue as a
     going concern.

3.   SIGNIFICANT ACCOUNTING POLICIES

     (a)  Principles of consolidation

          These financial statements include the accounts of Poker.com, Inc. ( a
          development stage company) 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.

                                      F-6
<PAGE>

POKER.COM, INC.
(Formerly Thermal Ablation Technologies Corporation)
(A Development Stage Company)
Notes to Consolidated Financial Statements
Years Ended December 31, 2000, 1999 and 1998 and Period from May 3, 1989
(Inception) Through December 31, 2000
(U.S. Dollars)
--------------------------------------------------------------------------------

3.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     (b)  Depreciation and amortization

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

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

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

     (c)  Loss per share

          Loss per share computations are based on the weighted average number
          of common shares outstanding during the period.  Diluted loss per
          share has not been presented separately as the outstanding stock
          options are anti-dilutive for each of the periods presented.

     (d)  Revenue recognition

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

          In May 1997 a Statement of Position "Software Revenue Recognition (SOP
          97-2)" was issued.  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.  SOP 97-2 is effective for transactions
          entered into in fiscal years beginning after December 16, 1997.  The
          application of SOP 97-2 and SOP 98-9 has not had a material impact on
          the Company's results of operations.

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

                                      F-7
<PAGE>

POKER.COM, INC.
(Formerly Thermal Ablation Technologies Corporation)
(A Development Stage Company)
Notes to Consolidated Financial Statements
Years Ended December 31, 2000, 1999 and 1998 and Period from May 3, 1989
(Inception) Through December 31, 2000
(U.S. Dollars)
--------------------------------------------------------------------------------

3.   SIGNIFICANT ACCOUNTING POLICIES (Continued)

     (e)  Foreign currency translation

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

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

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

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

     (f)  Use of estimates

          The preparation of financial statements in conformity with accounting
          principles generally accepted in the United States of America requires
          management to make estimates and assumptions that affect the reported
          amount of assets and liabilities and disclosures of contingent assets
          and liabilities at the date of the financial statements, and the
          reported amounts of revenues and expenses during the reporting period.
          Actual results could differ from those estimates and would impact
          future results of operations and cash flows.

     (g)  Financial instruments

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

     (h)  Stock based compensation

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

                                      F-8
<PAGE>

POKER.COM, INC.
(Formerly Thermal Ablation Technologies Corporation)
(A Development Stage Company)
Notes to Consolidated Financial Statements
Years Ended December 31, 2000, 1999 and 1998 and Period from May 3, 1989
(Inception) Through December 31, 2000
(U.S. Dollars)

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

4.   LONG-TERM RECEIVABLE

     The amount is receivable at $6,000 per month commencing in 2002 over a 2
     year period.  It is non-interest bearing.  In the opinion of management,
     the discounted present value of the long-term receivable approximates its
     book value as of December 31, 2000 due to its short maturity.

5.   PROPERTY AND EQUIPMENT
     =========================================================================
<TABLE>
<CAPTION>
                                                         Accumulated
                                                Cost     Depreciation     Net
<S>                                          <C>          <C>        <C>
     -------------------------------------------------------------------------
     Computer hardware                        $  6,559     $   181    $  6,378
     Computer software (note 7(c))             100,000       5,556      94,444
     -------------------------------------------------------------------------

     Balance, December 31, 1999               $106,559     $ 5,737    $100,822
     =========================================================================

     Computer hardware                        $ 20,074     $ 6,367    $ 13,707
     Computer software (note 7(b))             162,106      14,058     148,048
     -------------------------------------------------------------------------

     Balance, December 31, 2000               $182,180     $20,425    $161,755
     =========================================================================
</TABLE>

6.   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 (notes 7(a) and 10(b)).  The license will revert to ALA Corp.
     ("ALA"), the owner of the domain, if the Company:

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

     Amortization of $9,251 has been charged in 2000 against the original cost
     of $225,000  resulting in a net book value of $215,749 at December 31,
     2000.

7.   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
          CEO of the Company is also a director of Uninet.  The Company is
          obligated to pay a 4% royalty of any gross revenue including marketing
          revenue from the Casino site to ALA.  Title will transfer to the
          Company once total cumulative royalties exceed $1,000,000.  Accounts
          payable at December 31, 2000 includes $24,208 payable to ALA.

                                      F-9
<PAGE>

POKER.COM, INC.
(Formerly Thermal Ablation Technologies Corporation)
(A Development Stage Company)
Notes to Consolidated Financial Statements
Years Ended December 31, 2000, 1999 and 1998 and Period from May 3, 1989
(Inception) Through December 31, 2000
(U.S. Dollars)

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

7.   LICENSE AGREEMENTS (Continued)

     (b)  Starnet Systems International Inc.

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

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

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

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

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

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

     (c)  Gamingtech

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

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

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

          This amount has been capitalized as computer software.  Casino is
          obligated to pay Gamingtech a set-up fee of $40,000 for each new sub-
          licensee and 15% of gross revenue of every sub-licensee.  At December
          31, 2000, $103,014 is included in accounts payable.  In the year ended
          December 31, 2000, management determined the software was obsolete and
          recorded a loss on disposal of $94,444.  The 1999 gain of $65,000
          related to the sale of software acquired in 1999.

                                     F-10
<PAGE>

POKER.COM, INC.
(Formerly Thermal Ablation Technologies Corporation)
(A Development Stage Company)
Notes to Consolidated Financial Statements
Years Ended December 31, 2000, 1999 and 1998 and Period from May 3, 1989
(Inception) Through December 31, 2000
(U.S. Dollars)

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

7.   LICENSE AGREEMENTS (Continued)

     (d)  Transnet International S.A.

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

          (i)   pay $30,000 (paid);
          (ii)  issue 240,000 (80,000 pre-split) shares of Poker.com Inc.
                (unissued).  These shares were deemed to be issued at $0.406
                each, the last traded price on February 15, 2000; and
          (iii) payment of continuing license fees at 20% of sub-licensees'
                monthly rate from the tables.

          The Company must also pay Transnet for additional sub-licenses as
          follows:

          (i)   $1 for the first sub-license;
          (ii)  $35,000 for the second sub-license; and
          (iii) $50,000 for each subsequent sub-licensee.

8.   ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

<TABLE>
<CAPTION>
     =========================================================================
                                                            2000        1999
     -------------------------------------------------------------------------
<S>                                                      <C>         <C>

     Trade payables                                       $391,108    $105,671
     Payable to Gamingtech (note 7(c))                     103,014      70,000
     Management fees payable to officers and directors      44,240      10,000
     Royalties payable (note 7(a))                          24,208       9,856
     -------------------------------------------------------------------------

                                                          $562,570    $195,527
     =========================================================================
</TABLE>

                                     F-11
<PAGE>

POKER.COM, INC.
(Formerly Thermal Ablation Technologies Corporation)
(A Development Stage Company)
Notes to Consolidated Financial Statements
Years Ended December 31, 2000, 1999 and 1998 and Period from May 3, 1989
(Inception) Through December 31, 2000
(U.S. Dollars)

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

9.   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, 2000 and 1999:

<TABLE>
<CAPTION>
          ======================================================================
                                                                        Weighted
                                                             Exercise   Average
                                                 Number       Price     Exercise
                                               of Options   Per Option   Price
          --------------------------------------------------------------------
<S>                                           <C>          <C>         <C>
          Balance, December 31, 1998                   0      $0.00      $0.00
          Granted during year
            ended December 31, 1999            1,410,000      $0.33      $0.33
          --------------------------------------------------------------------

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

          Balance, December 31, 2000           1,444,500      $0.33      $0.33
          ====================================================================
</TABLE>

          Although the Board of Directors has the authority to set terms, the
          options are generally 50% exercisable six months from date of grant
          and then ratably over six month periods respectively.

                                     F-12
<PAGE>

POKER.COM, INC.
(Formerly Thermal Ablation Technologies Corporation)
(A Development Stage Company)
Notes to Consolidated Financial Statements
Years Ended December 31, 2000, 1999 and 1998 and Period from May 3, 1989
(Inception) Through December 31, 2000
(U.S. Dollars)

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

9.   STOCKHOLDERS' EQUITY (Continued)

          The Company applies APB Opinion No. 25 and related interpretations in
          accounting for its stock options granted to employees, and
          accordingly, compensation expense of $7,875 (1999 - $0) 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 loss and per share amounts
          would have been as follows:

<TABLE>
<CAPTION>
          ======================================================================
                                                             2000        1999
          ----------------------------------------------------------------------
<S>                                                      <C>         <C>
          Net loss, as reported                          $(327,213)   $(511,587)
          Net loss, pro-forma                             (332,126)    (511,587)
          Net loss per share, as reported                    (0.02)       (0.04)
          Net loss per share, pro-forma                      (0.02)       (0.04)
          ======================================================================
</TABLE>

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

<TABLE>
<CAPTION>
          ======================================================================
                                                              2000         1999
          ----------------------------------------------------------------------
<S>                                                     <C>          <C>
          Expected life (years)                                  2            2
          Interest rate                                        6.0%         6.0%
          Volatility                                         19.19        48.78
          Dividend yield                                       0.0%         0.0%
          ======================================================================
</TABLE>

          During the year the Company granted 20,000 (1999 - 48,000) 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. No
          compensation expense was recognized for the year ended December 31,
          1999 because the option exercise price approximated the market prices
          at the date of grant.

10.  RELATED PARTY TRANSACTIONS

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

<TABLE>
<CAPTION>
          =====================================================================
                                                    2000       1999       1998
          ---------------------------------------------------------------------
<S>                                              <C>        <C>        <C>
          Rent                                    $16,156    $21,101    $11,460
          Management and consulting fees           10,909     22,573     48,400
          Office services                           5,736      4,717      1,179
          ---------------------------------------------------------------------

                                                  $32,801    $48,391    $61,039
          =====================================================================
</TABLE>

                                     F-13
<PAGE>

POKER.COM, INC.
(Formerly Thermal Ablation Technologies Corporation)
(A Development Stage Company)
Notes to Consolidated Financial Statements
Years Ended December 31, 2000, 1999 and 1998 and Period from May 3, 1989
(Inception) Through December 31, 2000

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

10.  RELATED PARTY TRANSACTIONS (Continued)

     (b)  During the year ended December 31, 1999, the Company acquired the
          exclusive marketing and licensing rights to the Poker.com domain in
          return for the issuance of 1,500,000 shares as described in notes 6
          and 7(a).  750,000 shares were issued to officers of the Company as
          compensation expense and 750,000 shares to Uninet, to be held in trust
          for the owner of the domain.

     (c)  During the year ended December 31, 2000, the Company paid management
          fees of $60,000 (1999 - $21,000) to two officers (one of whom has
          since resigned).

     (d)  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.

11.  CONTINGENCIES

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

     (b)  During the year ended December 31, 2000, the Company had not purchased
          any insurance.  Management is in the process of obtaining insurance.

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

12.  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.  At
     December 31, 2000, the Company has available a net operating loss carry
     foward of approximately $604,000 which it may use to offset future United
     States federal taxable income.  The net operating loss carry forward if not
     utilized, will begin to expire in 2018.

13.  COMMITMENT

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

                                     F-14
<PAGE>

POKER.COM, INC.
(Formerly Thermal Ablation Technologies Corporation)
(A Development Stage Company)
Notes to Consolidated Financial Statements
Years Ended December 31, 2000, 1999 and 1998 and Period from May 3, 1989
(Inception) Through December 31, 2000
(U.S. Dollars)

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

14.  COMPREHENSIVE LOSS

<TABLE>
<CAPTION>
     =======================================================================================
                                                                                 Period From
                                                                                 May 3, 1989
                                                                                 (Inception)
                                                                                   Through
                                                 Year Ended December 31,         December 31,
                                             2000         1999          1998          2000
     ---------------------------------------------------------------------------------------
<S>                                      <C>          <C>           <C>          <C>
     Net loss                            $(327,213)    $(511,587)    $(148,931)    $(997,731)
     Other comprehensive income (loss)      18,885       (14,130)            0         4,755
     ---------------------------------------------------------------------------------------

     Comprehensive loss                  $(308,328)    $(525,717)    $(148,931)    $(992,976)
     =======================================================================================
</TABLE>

15.  BAD DEBT EXPENSE

     During the year ended December 31, 2000, the Company recorded an allowance
     for bad debts of $55,250 of which  $36,500 was deemed uncollectible by
     management.  As at December 31, 2000, management estimates that an
     allowance for bad debts of $18,750 would be appropriate.

                                     F-15