SECURITIES AND EXCHANGE COMMISSION
                    Washington, DC 20549

                         FORM 10-KSB
  ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                    EXCHANGE ACT OF 1934

For the year ended February 28, 2001 Commission File No. 000-29477





                      PLAYANDWIN, INC.
   (Exact name of registrant as specified in its charter)




Nevada                                             88-039116
(State of organization) (I.R.S. Employer Identification No.)

7050 Weston Rd., Vaughn, Ontario, Canada L4L 8G7
(Address of principal executive offices)

Registrant's telephone number, including area code (905) 850-3940

Securities registered under Section 12(g) of the Exchange Act:
Common stock, $0.001 par value per share

Check whether the issuer (1) filed all reports required to
be file by Section 13 or 15(d) of the Exchange Act during
the past 12 months and (2) has been subject to such filing
requirements for the past 90 days.  Yes X

Check if there is no disclosure of delinquent filers in
response to Item 405 of Regulation S-B not contained in this
form, and no disclosure will be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this
Form 10-KSB or any amendments to this Form 10-KSB.     [ X ]

Issuer's Revenue during the year ended December 31, 2000:
$0

Aggregate market value of the voting and non-voting common
equity held by non-affiliates based on the price of $0.0625
per share (the selling or average bid and asked price) as of
June 7, 2001: $2,909,464.25

            DOCUMENTS INCORPORATED BY REFERENCE:

The Company's Form 10-SB/A, filed on August 2, 2000, and the
exhibits attached thereto, are incorporated by reference.

                                PART I

ITEM 1.   DESCRIPTION OF BUSINESS

                              Background

Playandwin,  Inc.  (the "Company") is a Nevada corporation  formed  on
June  9,  1995.  Its principal place of business is  located  at  7050
Weston  Rd.,  Vaughn,  Ontario,  Canada  L4L  8G7.  The  Company   was
originally  incorporated under the name Cambridge Funding Group,  Inc.
The  Company changed its name to Agriceuticals Technologies,  Inc.  on
October  2,  1998.   Then, on July 13, 1999, the  Company  once  again
changed  its  name to Playandwin, Inc.  The Company was  organized  to
engage in any lawful corporate business, including but not limited to,
participating in mergers with and acquisitions of other companies. The
Company has been in the developmental stage since inception and has no
operating history other than organizational matters.

On  June  9,  1995, the Company issued 2,000,000 shares of its  Common
Stock,  at  a price of $0.001 per share, to Peter Berney, one  of  the
founders,  the initial President/Director. The Company also issued  an
additional 2,000,000 shares to Andrew W. Berney, a second founder, the
initial Secretary/Treasurer/Director, and 1,500,000 shares to Caron A.
Kelly,  the third founder at a price of $0.001 per share. The original
sale and issuance of the securities were authorized by resolutions  of
the   Board   of  Directors  in  reliance  upon  the  exemption   from
registration requirements of Section 5 of the Securies Act of 1933, as
amended,  (the "Act"), as provided in Section (4)(2) of the  Act.  The
initial  founders gifted some of their shares to a total of 5 persons,
who  gifted some of their shares to a total of 20 additional  persons.
All of these transfers were made in accordance with the exemption from
registration  requirements of Section 5 of the  Act,  as  provided  in
Section 4(1) of the Act.

Originally the Company's primary focus was to seek a viable company or
companies with whom it could merge or acquire.  On November  1,  1998,
the  Company  entered into an agreement by which it would acquire  the
proprietary processes to process soybeans into textured soy flours and
then  convert this partially defatted flour into textured soy proteins
or  isolated soy proteins using mechanical processes. On November  30,
1998,  the  Company  issued 1,375,000 shares of its  common  stock  to
William  L.  Thompson, the owner of these processes,  pursuant  to  an
employment agreement. These shares constituted the purchase price  for
the  proprietary processes at a value of $2.20 per share, representing
25% of the Company's issued and outstanding shares.

The  Company  was unable to raise sufficient funding  to  pursue  that
objective,  and  therefore  abandoned its amended  business  plan  and
continued  to be a developmental stage company.  Because the  business
plan  for  soybean growing, distribution, processing and manufacturing
was  abandoned, the employment agreement was terminated. Mr. Thompson,
however, retains his common stock and retained his proprietary  rights
to  the  processes  also  pursuant to  the  terms  of  the  employment
agreement.

                           Preliminary Notes

The  financial statements are prepared in accordance with US GAAP  and
dollar amounts are presented in US dollars.

     Enforceability of Civil Liabilities Against Foreign Persons:

Pursuant  to Rule 405 of Regulation S-K, the Company is not a "foreign
private  issuer"  since  it was incorporated in  and  remains  validly
constituted under the laws of the State of Nevada.

                             Subsidiaries

Playandwin  Canada,  Inc.  ("PWIN Canada" - incorporated  in  Ontario,
     Canada) - 100% owned by the Company;

Lynx Gaming  Corp. ("Lynx" - incorporated in Ontario, Canada)  -  100%
     owned by PWIN Canada;

P.E.S.T.  Creative Gaming Corp. ("P.E.S.T." - incorporated in Ontario,
     Canada)  -  95% owned by Lynx Gaming Corp. and 5% owned  by  PWIN
     Canada;

In  October,  1999,  the  Company's wholly-owned  Ontario  subsidiary,
Playandwin Canada, Inc. (PWIN Canada), acquired all of the issued  and
outstanding securities of Lynx Gaming Corp., and 5% of the issued  and
outstanding  equity of P.E.S.T. Creative Gaming Corp.  (P.E.S.T.)  for
securities convertible into common shares of the Company. Lynx is  the
owner of the other 95% of P.E.S.T. The convertible securities may  not
be  converted  before  the first anniversary of  the  closing  of  the
acquisitions. Thereafter, one third of the securities may be converted
on  the  first anniversary, a further third on the second anniversary,
and all securities may be converted after the third anniversary of the
closing.  If all the convertible securities are converted,  they  will
increase  the issued and outstanding common shares of the  Company  by
13,945,000.

Acquisitions of Lynx and PEST

On  August  30,  1999, effective October 1, 1999, PWIN Canada  entered
into a Share Exchange Agreement with Lynx Gaming Corp. (Lynx), then  a
privately held corporation. Lynx, along with its own operations, is  a
minority-joint venture partner in Racingo Investments Ltd. (RIL) which
is  developing a horse-racing based game involving grid betting  known
as  Racingo  (see "Racingo Rules" - On- and Off-Track Betting  License
Agreement).

     In  accordance  with  the  agreement, PWIN  Canada  i)  exchanged
     13,716,464   Class  B  nonvoting  common  shares   ("Exchangeable
     Shares")   for   6,858,236  shares  of   Lynx's   common   stock;
     ii)   exchanged  368,857   warrants  to  purchase   1,475,428  of
     Exchangeable Shares  at   $0.29  per  share,  for a period of six
     months after  October  1, 2000,  for 737,714 warrants to purchase
     737,714 shares of  Lynx's  common stock at $0.85 per share

     Exchangeable Shares.  The Exchangeable shares to be issued by the
     PWIN  Canada  pursuant to the Agreement shall be subject  to  the
     following terms:

          (a)  each Exchangeable Share may be exchanged at the request
          of its holder for one common share of PWIN, provided that in
          the  event of a consolidation, split or other reorganization
          of  the  capital stock of the PWIN Canada or  of  PWIN,  the
          number   of  PWIN  common  shares  issuable  for  each   one
          Exchangeable Share shall be adjusted accordingly;

          (b)    Of  the  Exchangeable  Shares  received  by  a   Lynx
          Shareholder on the Closing Date:

               (i)  none may be exchanged during the period ending  on
                    and including the day of the first anniversary  of
                    the Closing Date;

               (ii) up  to one-third (1/3) may be exchanged after said
                    first anniversary;

               (iii)       an   additional  one-third  (1/3)  may   be
                    exchanged  after  the second  anniversary  of  the
                    Closing Date; and

               (iv) all Exchangeable Shares may be exchanged after the
                    third anniversary of the Closing Date.

          (c)  Each Exchangeable Share may be exchanged at the request
          of  the PWIN Canada at any time during the period ending  on
          and  including  the  day  of the fifth  anniversary  of  the
          Closing   Date,  and  shall  be  exchanged  upon:  (i)   the
          occurrence  of  a take over bid for all of  the  issued  and
          outstanding  shares of PWIN; or (ii) the day  of  the  fifth
          anniversary  of  the  Closing Date. All Exchangeable  Shares
          shall be automatically exchanged on the fifth anniversary of
          the Closing Date.

     Exchangeable Warrants.  Each Exchangeable Warrant to be issued by
     the  PWIN  Canada  pursuant to this Agreement shall  entitle  its
     holder to acquire one Exchangeable Share at a price of $0.29.  No
     Exchangeable Warrant may be exercised on or before the day of the
     first anniversary of the Closing Date.  The Exchangeable Warrants
     shall expire eighteen (18) months after the Closing Date.

On  September 27, 1999, effective October 1, 1999, PWIN Canada entered
into  a  Share  Exchange  Agreement to acquire  the  remaining  5%  of
P.E.S.T.,  the registered owner of the Canadian Racingo Rights,  World
Racingo Rights and Copyright Assets.

     In  accordance  with  the  agreement, PWIN  Canada  i)  exchanged
     228,576 Exchangeable Shares, for 114,288 shares of PEST's  common
     stock;  and  i)  exchanged 114,284 warrants  to  purchase  28,571
     Exchangeable  Shares at $0.29 per share, for 28,571  warrants  to
     purchase 28,571 shares of PEST's common stock at $0.85 per share.

     Exchangeable Shares. The Exchangeable Shares to be issued by  the
     PWIN  Canada pursuant to this Agreement shall be subject  to  the
     following terms:

          (a)  each Exchangeable Share may be exchanged at the request
          of its holder for one common share of PWIN, provided that in
          the  event of a consolidation, split or other reorganization
          of  the  capital stock of the PWIN Canada or  of  PWIN,  the
          number   of  PWIN  common  shares  issuable  for  each   one
          Exchangeable Share shall be adjusted accordingly;

          (b)    Of  the  Exchangeable  Shares  received  by  a   Lynx
          Shareholder on the Closing Date:

               (i)  none may be exchanged during the period ending  on
                    and including the day of the first anniversary  of
                    the Closing Date;

               (ii) up  to one-third (1/3) may be exchanged after said
                    first anniversary;

               (iii)       an   additional  one-third  (1/3)  may   be
                    exchanged  after  the second  anniversary  of  the
                    Closing Date; and

               (iv) all Exchangeable Shares may be exchanged after the
                    third anniversary of the  Closing Date.

          (c)  Each Exchangeable Share may be exchanged at the request
          of  the PWIN Canada at any time during the period ending  on
          and  including  the  day  of the fifth  anniversary  of  the
          Closing   Date,  and  shall  be  exchanged  upon:  (i)   the
          occurrence  of  a take over bid for all of  the  issued  and
          outstanding  shares of PWIN; or (ii) the day  of  the  fifth
          anniversary  of  the  Closing Date. All Exchangeable  Shares
          shall be automatically exchanged on the fifth anniversary of
          the Closing Date.

     Exchangeable Warrants.  Each Exchangeable Warrant to be issued by
     PWIN  Canada pursuant to this Agreement shall entitle its  holder
     to  acquire  one  Exchangeable Share at a  price  of  $0.29.   No
     Exchangeable Warrant may be exercised on or before the day of the
     first anniversary of the Closing Date.  The Exchangeable Warrants
     shall expire eighteen (18) months after the Closing Date.

On  October  7,  1999, P.E.S.T. signed a Master License  Agreement  to
grant   to  RIL  the  exclusive  license  to  use,  utilize,  develop,
advertise, market, promote, sell, distribute and exploit in  any  way,
the  Racingo  Patent,  U.S. Racingo Rights, Canadian  Racingo  Rights,
World  Racingo  Rights,  Copyright Assets and  the  Documentation.  In
consideration for the license rights and assets, RIL must pay a a one-
time  license  fee of $1,000 to each of the grantors of the  licenses.
All license fees shall be satisfied by the issuance of shares from RIL
in the following proportions:

Winning Games, Inc. - 500 common shares; 450 Class A Shares; 450 Class
     B Shares; and 375 Class C Shares

P.E.S.T.  - 100 common shares; 125 Class A Shares; 175 Class B Shares;
     and 250 Class C Shares

International  Gaming Strategies Limited. (fka PacCanUs, Inc.)  -  400
     common  shares, 425 Class A Shares; 375 Class B Shares;  and  375
     Class C Shares

Dividends  will  be distributed by the Company to the shareholders  of
the Company in the following manner:

(a)  Class A Shares will have dividend rights only to income earned by
     the  Company  from  the  various  license agreements, or from any
     other  revenues  from  licenses granted to Playandwin Inc. or its
     affiliates;

(b)  Class B Shares will have dividend rights only to income earned by
     the  Corporation  from  any  North  American  licensing or active
     business other than income from the various license agreements or
     from any other  revenue  from licence granted to Playandwin  Inc.
     or  its affiliates;

(c)  Class  C  Shares will have dividend rights to all income  streams
     earned  by the Corporation from any licencing or active  business
     outside  North  America or any other income streams not allocated
     herein to the Class A Shares or the Class B Shares; and

(d)  No dividends will be issued for the Common Shares.

                       Racingo Investments Ltd.

RIL obtained U.S. Patent No. 5,518,239 dated May 21, 1996 for a racing
lottery  sweepstakes  game called "RACINGO".  This  patent  was  later
assigned  to  Winning Games Inc., an Illinois company.  Winning  Games
Inc.  applied for a trademark over "RACINGO" in the U.S.,  application
no.  75/331,278. the Company has a ten percent ownership of the voting
common stock.

On  October 7, 1999, the Company signed a Letter of Agreement with RIL
in  conjunction  with  an Internet License Agreement.  This  gave  the
Company  first  right of refusal on any licensing of  RACINGO  in  any
venue  other  than  the Internet, including but  not  limited  to  (i)
lotteries;  (ii)   Indian  gaming  - i.e.  establishments  located  on
Indian/Native/First Nations reserves or operated by  individuals  duly
exempted  from local restrictions on gaming by virtue of their  status
as Indians/Natives/First Nations; or (iii)  bingo halls. This right of
first refusal will last until March 1, 2002.  In order for the Company
to exercise its rights, the Company must respond to and match any bona
fide  offer  made  to  RACINGO by a third  party  within  60  days  of
RACINGO's receipt of such an offer.

All  rights  in  and  to  RACINGO are owned  by  Winning  Games  Inc.,
International  Gaming  Strategies Limited. (fka  PacCanUs,  Inc.)  and
P.E.S.T.   These  rights  have  been  licensed  to  RIL,  a   Delaware
corporation  owned  by the three companies. RIL  has  granted  to  the
Company  exclusive licenses to certain applications of RACINGO.  These
licenses  do  not cover RACINGO on cruise ships, Indian/First  Nations
betting  establishments,  in-flight betting establishments  owned  and
operated  by  airlines,  bingo halls, and in-home  betting  facilities
provided  through cable television. However, RIL has  granted  to  the
Company  a  right  of first refusal on any licensing  of  RACINGO  for
lotteries,  Indian/First  Nations betting  establishments,  and  bingo
halls.

The  Company  is  filing this registration statement  on  a  voluntary
basis,  pursuant  to section 12(g) of the Securities Exchange  Act  of
1934  (the "Exchange Act"), in order to ensure that public information
is readily accessible to all shareholders and potential investors, and
to  increase the Company's access to financial markets, and to  permit
the Company's common stock to be quoted on the OTC-BB.

     International Gaming Strategies Limited. (fka PacCanUs, Inc.)

International  Gaming Strategies Limited. (fka PacCanUs,  Inc.)  is  a
holding  company  whose operating companies are  in  the  business  of
developing  and  executing communications needs  to  clients  in  both
Canada and the US.

Vickers and Benson Advertising

Vickers   &   Benson  is  one  of  the  few  full-service,  integrated
communications companies left that is still 100% Canadian-owned.  With
annual  billings of over $213 million, we consistently rank as one  of
the  top-ten agencies in Canada. Our motto is to make our clients rich
and  our  mothers proud. Which is something we do regularly, including
our  breakthrough work for mbanx (the times are a changin' - a la  Bob
Dylan) and Bank of Montreal (can a bank change?)

MaxxMedia Media Buying Services

MaxxMedia  provides  complete Media Management  Services  to  all  V&B
clients. In addition, we serve many of our own clients, based  largely
on  our  reputation  for  exceptional  media  analysis.  Our  work  is
supported  by  access  to all the major media  research  and  audience
measurement databases for the Canadian and U.S. Markets. In  addition,
we  have also invested heavily in some of the most sophisticated media
analysis, planning and buying software programs available.

Warwick & Associates - Public Relations

Warwick  &  Associates  was  established in  1979  to  provide  public
relations,  event  management and promotion services  to  private  and
public  sector  clients. We have served as advisors to governments  on
highly  sensitive  issues, planned and implemented  successful  public
interest campaigns and provided our clients with crisis communications
and  media  training.  We  have  also  developed  and  executed  media
relations  and  publicity programs and profile-building  programs  for
senior  executives  and  industry leaders at  both  the  national  and
grassroots levels.

Vickers and Benson Account Planning

At Vickers and Benson, we believe it is essential to have the customer
-  or  their  representative, a creative planner - involved  in  every
stage  of the creative process. Accordingly we have built one  of  the
largest  planning  groups  in the country.  Our  sole  mission  is  to
continuously  improve  the  effectiveness of  our  clients'  marketing
communication,  through the rigorous analysis of  all  available  data
from  tracking  study  awareness  and  imagery  to  transactions   and
profitability.

The Company's business is subject to the following risk factors:

RELIANCE  ON KEY PERSONNEL. The Company places particular reliance  on
certain  key advisors, directors, and the president, whose involvement
would be considered material to the Company.

COMPETITION. Though the lottery-sized payouts are new and exciting  to
the  horseracing industry, the game Racingo itself will  compete  with
other forms of betting currently offered at the racetracks.

FUTURE  FINANCING.  The future success of the Company  may  depend  on
financing and the relationship not being secured with a tote company.

REGULATION.  Although the Company will be subject to regulation  under
the  Securities Exchange Act of 1934, management believes the  Company
will not be subject to regulation under the Investment Company Act  of
1940,  insofar as the Company will not be engaged in the  business  of
investing or trading in securities. The Company has obtained no formal
determination from the Securities and Exchange Commission  as  to  the
status  of  the Company under the Investment Company Act of 1940  and,
consequently, any violation of such Act would subject the  Company  to
material adverse consequences.

The  Company  does  not  at  present have  any  governmental  permits,
licenses  or  the like. It is probable that the Company  will  acquire
gaming licenses in the future.

LIMITED  OPERATING HISTORY. The Company has not generated any revenues
since its inception and has a limited operating history. There can  be
no  assurances that the Company will operate at a profit. There can be
no assurances that the growth strategies identified by management will
be  successful,  or, if they are successful, that  they  will  have  a
positive effect on the earnings of the Company.

SPECULATIVE  NATURE OF COMPANY'S PROPOSED OPERATIONS. The  success  of
the  Company's  operations may be dependent upon  management  together
with numerous other factors beyond the Company's control.

ITEM 2.   DESCRIPTION OF PROPERTY.

The Company's offices are located at 7050 Weston Rd., Vaughn, Ontario,
Canada  L4L 8G7. The Company will occupy this office space  (1857  sq.
ft.)  beginning  February 1, 2000 for a three year period.  Under  the
terms  of the agreement, the Company will pay $11.00/square foot/month
for  the first year; $11.50/square foot/month for the second year; and
$12.00/square  foot/month for the third year. Since the  Company  does
not  invest or plan to invest in any investments or interests in  real
estate, real estate mortgages, or securities of or interests in person
primarily  engaged  in real estate activities, it does  not  have  any
policies instituted with respect to the aforementioned investments  or
interests, etc.

Since  the  company  is  incorporated in Nevada,  it  is  required  to
maintain  a resident office in that state in which corporate documents
are  available.  The resident office is located at is One  East  First
Street,  Reno, Nevada 89501. No activities take place in the  resident
office.  All  other activities have been consolidated to the  facility
described above.

ITEM 3.   LEGAL PROCEEDINGS

The  Company  is not a party to any material pending legal proceedings
and,  to  the best of its knowledge, no such action by or against  the
Company has been threatened.

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

No  such  matters  were  submitted during the fourth  quarter  of  the
Company's fiscal year ending February 28, 2001.

                                PART II

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

The Company's common stock is quoted on the over-the-counter market in
the  United  States  under  the symbol  PWIN.  The  stock  was  listed
previously  under the symbol ATTI. The quotations reflect inter-dealer
prices,  without retail mark-up, mark-down or commission and  may  not
represent actual transactions.
            Qtr. Ended        Low/Bid    High/Ask
            As of July 31,    2.50       2.62
            1999
            Aug. 30, 1999     2.25       2.93
            Nov. 30, 1999     2.00       2.75
            February 29,      2.62       2.37
            2000
            May 31, 2000      1.62       2.50
            August 31, 2000   1.19       1.28
            November 30,      0.07       0.13
            2000
            February 28,      0.06       0.07
            2001
            May 31, 2001      0.06       0.06

Source: America Online.

The  Company's  common stock is considered a "penny stock"  under  the
Commission rules.

Effective  August  11,  1993, the Securities and  Exchange  Commission
adopted  Rule  15g-9,  which established the definition  of  a  "penny
stock,"  for purposes relevant to the Company, as any equity  security
that  has  a  market price of less than $5.00 per  share  or  with  an
exercise  price  of  less  than $5.00 per share,  subject  to  certain
exceptions.  For  any  transaction involving  a  penny  stock,  unless
exempt,  the  rules  require: (i) that a broker or  dealer  approve  a
person's account for transactions in penny stocks; and (ii) the broker
or  dealer  receive  from  the investor a  written  agreement  to  the
transaction,  setting  forth the identity and quantity  of  the  penny
stock  to  be  purchased. In order to approve a person's  account  for
transactions  in  penny stocks, the broker or dealer must  (i)  obtain
financial information and investment experience and objectives of  the
person; and (ii) make a reasonable determination that the transactions
in  penny  stocks  are suitable for that person and  that  person  has
sufficient knowledge and experience in financial matters to be capable
of evaluating the risks of transactions in penny stocks. The broker or
dealer must also deliver, prior to any transaction in a penny stock, a
disclosure schedule prepared by the Commission relating to  the  penny
stock  market, which, in highlight form, (i) sets forth the  basis  on
which  the  broker  or dealer made the suitability determination;  and
(ii)  that  the broker or dealer received a signed, written  agreement
from the investor prior to the transaction. Disclosure also has to  be
made  about  the  risks of investing in penny stocks  in  both  public
offerings  and in secondary trading, and about commissions payable  to
both  the  broker-dealer  and the registered  representative,  current
quotations for the securities and the rights and remedies available to
an  investor  in cases of fraud in penny stock transactions.  Finally,
monthly statements have to be sent disclosing recent price information
for the penny stock held in the account and information on the limited
market in penny stocks.

The  National  Association of Securities Dealers, Inc.  (the  "NASD"),
which  administers NASDAQ, has recently made changes in  the  criteria
for  initial listing on the NASDAQ Small Cap market and for  continued
listing. For initial listing, a company must have net tangible  assets
of  $4 million, market capitalization of $50 million or net income  of
$750,000 in the most recently completed fiscal year or in two  of  the
last  three  fiscal years. For initial listing, the common stock  must
also have a minimum bid price of $4 per share. In order to continue to
be  included  on  NASDAQ, a company must maintain  $2,000,000  in  net
tangible  assets  and a $1,000,000 market value of its publicly-traded
securities.  In  addition, continued inclusion  requires  two  market-
makers and a minimum bid price of $1.00 per share.

                                Holders

As  of  June  7,  2001, there were 26 shareholders of  record  of  the
Company's common stock.

                               Dividends

The Registrant has not paid any dividends to date, and has no plans to
do so in the immediate future.

               Recent Sales of Unregistered Securities.

With  respect  to  the  issuances and transfers made,  the  Registrant
relied  on Section 4(2) of the Securities Act of 1933, as amended.  No
advertising  or  general  solicitation was employed  in  offering  the
shares.  The securities were offered for investment only and  not  for
the  purpose  of resale or distribution, and the transfer thereof  was
appropriately restricted.

On  January 13, 1999, the Company issued 800,000 shares of its  common
stock  for  consideration of $150,000 pursuant to Rule 504, Regulation
D.

On  October 20, 1999, the Company issued 200,000 shares of its  common
stock for a consideration of $75,000.

On  November 11, 1999, the Company issued 200,000 shares of its common
stock for a total consideration of $75,000.

On  November  30,  1999, the Company issued 5,500,000  shares  of  its
common stock to William Thompson for the proprietary rights to process
soybeans.

On  January 16, 2000, Penguin exercised 200,000 shares of the  320,000
options granted to Penguin. (see Item 11; Note 1, below)

On March 30, 2000, the Company sold 700,000 shares of its common stock
valued  at $0.44 per share, which were issued pursuant to Rule 504  of
Regulation D.

On  March 31, 2000, the Company sold 11,428 shares of its common stock
valued $0.38 , respectively which were issued pursuant to Rule 504  of
Regulation D.

On  June  13, 2000, the Company issued 1,600,000 shares of its  common
stock for a consideration of $400,000.

On  September  15, 2000, the Company issued 1,360,000  shares  of  its
common stock for a consideration of $149,600.

On October 5, 2000, the Company issued 11,480,000 shares of its common
stock  for services rendered to the Company valued at $0.22 per share.
These shares were registered on Form S-8.

During  October, 2000, 38 shareholders of the Class B Common Stock  of
the  Company's  wholly-owned subsidiary, Playandwin Canada,  requested
conversion of their 4,301,681 Class B shares into 4,301,681 shares  of
the  Company's common stock, therefore giving effective voting  rights
to the shareholders of Playandwin Canada.

On November 1, 2000, the Company issued 2,500,000 shares of its common
stock  for services rendered to the Company valued at $0.18 per share.
These shares were registered on Form S-8.

In  general, under Rule 144 adopted pursuant to the Securities Act  of
1933,  a  person  (or  persons whose shares are  aggregated)  who  has
satisfied a one year holding period, under certain circumstances,  may
sell  within any three-month period a number of shares which does  not
exceed the greater of one percent of the then outstanding Common Stock
or  the  average weekly trading volume during the four calendar  weeks
prior   to   such   sale.  Rule  144  also  permits,   under   certain
circumstances, the sale of shares without any quantity limitation by a
person who has satisfied a two-year holding period and who is not, and
has  not  been  for  the preceding three months, an affiliate  of  the
Company.

ITEM 6.   MANAGEMENT'S PLAN OF OPERATION

NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS

This  registration  statement contains statements  that  are  forward-
looking statements within the meaning of the federal securities  laws.
These  include statements about our expectations, beliefs,  intentions
or  strategies for the future, which we indicate by words  or  phrases
such  as  "anticipate," "expect," "intend," "plan," "will,"  "believe"
and  similar  language.  These statements involve  known  and  unknown
risks,  including those resulting from economic and market conditions,
the   regulatory   environment  in  which  we   operate,   competitive
activities,  and  other  business  conditions,  and  are  subject   to
uncertainties and assumptions set forth elsewhere in this registration
statement.  Our  actual  results may differ  materially  from  results
anticipated in these forward-looking statements. We base our  forward-
looking  statements on information currently available to us,  and  we
assume no obligation to update these statements.

      Managements Discussion and Analysis of Financial Condition

General
The  following  discussion and analysis should be read on  conjunction
with  the  Company's  consolidated financial  statements  and  related
footnotes for the year ended February 28, 2001 included in its  Annual
Report on Form 10 - KSB.  The discussion of results, causes and trends
will necessarily continue in the future.

Results of Operation

For  the year ended February 28, 2001, and the year ended February 29,
2000 the Company had no revenue.

The  net  loss  for  the year ended February 28, 2001  was  $4,625,237
compared  with a net loss of $546,912 for the year ended February  29,
2000.   These losses consisted primarily of General and administrative
("G&A")   expenses   of  $4,349,233  and  $464,075  respectively   and
amortization  expense  of  $276,044  and  $82,837  respectively.   The
increase  in  G&A  was primarily due to: i) a $3,162,000  increase  in
professional   fees   and  consultants  hired   to   assist   in   the
implementation  and  development of the Company's  operations:  ii)  a
$231,000  increase in the product development costs and iii)  $402,000
increase  as  a  financing charge due to shares  issued  below  market
value.  The increase in amortization expense of $193,000 over 2000  is
primarily  due  to the amortization of the value of the stock  options
that were granted to four advisory board member's.

Liquidity and Capital Resources

Historically, the Company has not incurred any revenues.  The  current
year  operating cash flow deficit of approximately $882,000 was funded
primarily  by  $734,000 received from the issuance  of  the  Company's
common stock.

The  Company  has certain cash requirements to initiate  its  business
plan. Management has estimated these requirements to be as follows: i)
begin the operations of the Racingo Land Based operation estimated  to
be  approximately $1,000,000 and ii) general and administrative  costs
estimated to be approximately $250,000.  The Company must also arrange
for  insurance  for  guaranteed  jackpots.   Management  has  been  in
discussions  with an insurance carrier and has an estimated  costs  of
$70,000 per $1 million guaranteed.

The  Company  estimates that the above requirements will  be  expended
during  the  fiscal year 2002.  The Company has entered into  a  "best
efforts  basis"  private placement of its equity  securities  with  an
investment  banking  firm,  Austin Capital  Management  to  raise  the
required  funds under the commitments.  The Company is  also  pursuing
other   opportunities  within  the  gaming  industry   for   financing
alternative for Racingo.

                               Employees

The Company's only employees at the present time are its president, an
executive assistant and the 5 members of the Advisory Board, who  will
devote  as  much time as the Board of Directors determine is necessary
to carry out the affairs of the Company.

                         Current Developments

On  December  21, 2000, the Company announced that it had engaged  the
services  of Simmonds Capital Limited for financial advisory services,
to  source  acquisitions,  and  to facilitate  up  to  $5  million  in
financing. Simmonds Capital will advise and assist PWIN on its current
business  planning  and funding strategy. For its  services,  Simmonds
Capital   will  receive   common   shares  and  warrants  as   various
performance-base  milestones  are  achieved.   In January,  2001,  the
Engagement Agreement with Simmonds Capital was terminated.

On December 22, 2000, the Company announced that it had entered into a
letter  of intent with TrackPower, Inc. Under the terms of the letter,
TrackPower,  Inc. will sell certain assets, including but not  limited
to,  the  information  kiosk  business  plan  and  related  contracts,
Inetcable,  Inc.  contracts  and broadcasts  strategy  shares  to  the
Company  for 20 million common shares and 5 million warrants excisable
between $1 and $3 of the Company. The agreement allows the Company  to
capitalize on TrackPower's distribution strategy and utilize the kiosk
rollout  to market, promote and educated racing fans on the  Company's
new   Racingo  wager.  In January, 2001,  the  Company  terminated the
letter of intent with TrackPower, Inc.

On  January 8, 2001, the Company announced that it had appointed  John
Simmonds as a member of the Board of Directors. Mr. Simmonds  is  also
the  CEO  of Simmonds Capital Limited TrackPower, Inc., with which  it
has  entered  into  an engagement agreement as well  as  a  letter  of
intent, respectively.

                           Subsequent Events

On March 28, 2001, the Company announced the recent endorsement of the
Racingo   Rules  and  Regulations  from  the  Association  of   Racing
Commissioners  International ("RCI"). On  May  1,  2001,  the  Company
announced  the final approval of the Racingo Rules and Regulations  by
the Association of Racing Commissioners International.

On  June 6, 2001, the Company renegotiated its $75,000 loan payable to
a  stockholder for the unpaid principal and interest to  be  converted
into 1,500,000 shares of the Company's common stock at a rate of $0.05
per  share,  which is the current market value based  on  the  closing
price for the Company's common stock on the date of conversion.

ITEM 7.   FINANCIAL STATEMENTS.

The financial statements and supplemental data required by this Item 7
follow the index of financial statements appearing at Item 13 of  this
Form 10-KSB.

ITEM 8.   CHANGES  IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
          AND FINANCIAL DISCLOSURE.
The Company's principal accountant was dismissed on December 31, 1999.
The  principal accountant's report on the financial statements for the
past  two  years was modified as to uncertainty that the Company  will
continue  as  a going concern. The decision to change accountants  was
approved  by the board of directors. There were no disagreements  with
the  former  accountant  on  any matter of  accounting  principles  or
practices,  financial  statement  disclosure,  or  auditing  scope  or
procedure,   which,   if  not  resolved  to  the  former   accountants
satisfaction,  would have caused it to make reference to  the  subject
matter of the disagreement(s) in connection with its report.

A  new accountant was engaged as the principal accountant to audit the
issuer's  financial  statements.  The  new  accountant  is  Merdinger,
Fruchter, Rosen & Corso, P.C. and was engaged as of December 31, 1999.
Neither the Company nor anyone acting on its behalf consulted the  new
accountant  regarding  Neither the Company nor anyone  acting  on  its
behalf  consulted  the  new accountant regarding  the  application  of
accounting   principles  to  a  specific  completed  or   contemplated
transaction,  or the type of audit opinion that might be  rendered  on
the  small  business issuer's financial statements,  as  part  of  the
process  of  deciding  as  to the accounting,  auditing  or  financial
reporting issue.

The  Company  provided  the  former accountant  with  a  copy  of  the
disclosures  it  is  making  in response to  this  Item.  The  Company
requested the former accountant to furnish a letter addressed  to  the
Commission  stating  that it agrees with the statements  made  by  the
Company.  The  Company  filed  the  letter  as  an  exhibit   to   the
registration statement containing this disclosure on amended Form  10-
SB as filed with the SEC on May 31, 2000

The  Company's  principal accountant, Merdinger,  Fruchter,  Rosen,  &
Corso,  P.C.,  was  dismissed  on December  21,  2000.  The  principal
accountant's report on the financial statements for the past two years
was  modified  as to uncertainty that the Company will continue  as  a
going concern. The decision to change accountants was approved by  the
board  of  directors.  There  were no disagreements  with  the  former
accountant  on  any  matter  of accounting  principles  or  practices,
financial statement disclosure, or auditing scope or procedure, which,
if  not  resolved to the former accountants satisfaction,  would  have
caused   it   to  make  reference  to  the  subject  matter   of   the
disagreement(s) in connection with its report.

A new accountant has been engaged as the principal accountant to audit
the  issuer's  financial statements. The new accountant is  Stonefield
Josephson,  Inc. and was engaged as of December 21, 2000. Neither  the
Company  nor anyone acting on its behalf consulted the new  accountant
regarding  the  application of accounting  principles  to  a  specific
completed  or  contemplated transaction, or the type of audit  opinion
that  might  be  rendered  on  the small business  issuer's  financial
statements,  as part of the process of deciding as to the  accounting,
auditing or financial reporting issue.

The  Company  has provided the former accountant with a  copy  of  the
disclosures  it  is making in response to this Item. The  Company  has
requested the former accountant to furnish a letter addressed  to  the
Commission  stating  that it agrees with the statements  made  by  the
Company.  The  Company  has filed the letter  as  an  exhibit  to  the
registration statement containing this disclosure on Form 8-K as filed
with the SEC on April 23, 2001.


                               PART III

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

The  members of the Board of Directors of the Company serve until  the
next  annual  meeting of the stockholders, or until  their  successors
have been elected. The officers serve at the pleasure of the Board  of
Directors.

There  are no agreements for any officer or director to resign at  the
request  of  any other person, and none of the officers  or  directors
named below are acting on behalf of, or at the direction of, any other
person.

Information as to the directors and executive officers of the  Company
is as follows:

Name                     Age    Position
Stewart Garner           34     President/Secretary/Treasurer/Director
Douglas McFadden         67     Director
John G. Simmonds         50     Director

The  biographies  of Messrs. Garner and McFadden are included  in  the
Company's  Amended  Form 10-SB, and is incorporated  by  reference  to
section  5  of  that document. The biographies of the members  of  the
Advisory  Board are also included in the Company's Amended Form  10-SB
and  is  also incorporated by reference to section 5 of that document.
Mr.  McFadden  is  no longer associated with Internet Sports  Network,
Inc. since its dissolution.

John G. Simmonds, Director

Mr.  John G. Simmonds, 50, was appointed as a director of the  Company
on  or about January 8, 2001. Since January 29, 1998, Mr. Simmonds has
been  the  founder  of  Simmonds Capital  Limited  (formerly  Simmonds
Communications Ltd.), a Toronto Stock Exchange listed company ("SCL").
Since  1991, Mr. Simmonds has served as Chairman, President and  Chief
Exeuctive  Oficer of SCL. SCL is a merchant banking  company  with  an
active  role in certain strategic investments. From 1994 to 1996,  Mr.
John  Simmonds served as Director and Chief Executive Officer of INTEK
Global Corporation (formerly Intek Diversified Corp.), a Nasdaq-listed
(Small-Cap)  company. Intek is involved in the US  Specialized  Mobile
Radio  market  which  owns and manages SMR licenses  in  the  200  MHz
frequency.  Between  September 1995 and November  1997,  Mr.  Simmonds
served  as  the  Chairman of Ventel Inc., a Vancouver  Stock  Exchange
listed  company, a company that secured loans to developing  companies
in  the  US  SMR  market,  Mr. Simmonds resigned  from  the  Board  of
Directors of Intek during 1998.

                              Committees

Advisory Board

On   November  24,  1999,  the  Company  created  an  advisory  board,
consisting of new members, to help steer the Company towards a  launch
of the new game Racingo.

  Stephen D. Peskoff - Advisory Board Committee since November 1999.

Mr.  Peskoff  has  been active the thoroughbred horse  industry  since
1978,  during which time he won two Eclipse Awards and was the breeder
of 1991's U.S. "Horse of the Year."

Since November 1994, Mr. Peskoff has been a Consultant to the chairman
of  Friedman,  Billings,  Ramsey & Co. Inc.  (FBR)  and  launched  the
Investment Banking-Special Situations group, which he currently heads.

Prior  to  joining FBR, Mr. Peskoff was with Drexel, Burnham, Lambert,
as  well  as  being Managing Partner of Investment Capital  Associates
with  over  $2  billion of real estate origination of  commercial  and
industrial real estate in major U.S. metropolitan markets.

Mr.  Peskoff received his B.A. from the University of Rhode Island and
his MBA from the University of Toledo.

  Andrew DeFrancesco - Advisory Board Committee since November 1999.

Mr.  DeFrancesco  was  the President and Chairman  of  the  Board  for
Internet Sports Network (OTCBB: ISNI). ISNI has been resolved.

Prior to ISN, Mr. DeFrancesco was Executive Vice President of Dominick
& Dominick Securities Canada. Mr. DeFrancesco dedicated his time there
evenly  to  institutional equity sales and trading, and  sourcing  and
structuring of equity and debt financings.

Prior  to  joining Dominick in October 1997, Mr. DeFrancesco held  the
position of Manager of Institutional Trading and Sales, April 1994  to
April  1995, and Associate Director, Corporate Finance, April 1995  to
July 1997, at C.M. Oliver & Company Limited.

From  March  1993  to March 1994, he served as an Associate  Financial
advisor at Midland Walwyn (now Merrill Lynch Canada).

Mr.  DeFrancesco  received  his Bachelor  of  Arts  in  Economics  and
Politics from the University of Western Ontario and completed  courses
with the Canadian Securities Institute.

Mr.  DeFrancesco  is also a member of the board of  directors  of  the
Players for Kids Charity Foundation.

On  December 16, 1999, the Company added 3 new senior advisors to  the
Advisory Board.

              Douglas McFadden (please see above for bio)

                     Adam Hawkins; Lottery Advisor

Mr. Hawkins was with the Ontario Lottery Corporation from 1975 to 1991
where he served as Executive Vice President for most of this time.  As
Executive  Vice  President,  Mr.  Hawkins  was  part  of  the   Senior
Management  team  which introduced new products  resulting  in  annual
sales  increasing from $100 million to over $1.5 billion.  During  his
term  he  introduced  a  $4  billion cash  collection  system  through
electronic  funds  transfer and managed a corporate annual  budget  of
over $100 million.

                   Alex Dolgonos; Technical Advisor

Currently  Chairman,  President and CFO of  Unique  Broadband  Systems
(VSE:UBS - news), a recognized world leader in the design, development
and  manufacture  of  broadband wireless and other wireless  solutions
that  serve  the  service provider, telecommunications  and  broadcast
industries.  With  headquarters in Markham, Ontario, Unique  Broadband
Systems markets its products globally, providing 24X7 support.  Unique
Broadband Systems is a trademark of Unique Broadband Systems Inc.

ITEM 10.  EXECUTIVE COMPENSATION

The  President of Playandwin, Inc. is entitled to a salary of US$4,000
per  month, which has been deferred until such a time that the Company
will  generate  revenue.  The  Company does  not  at  present  have  a
compensation plan for officers and directors.

                      Summary Compensation Table

                Annual compensation       Long term compensation

                                             Awards            Payout
                                                               s

Name and        Year  Salary   Bonus( Other  Restric  Securit  LTIP    All
Position              ($)      1) ($) Annua  ted      ies      Payout  other
                                      l      Stock    underly  s ($)   Comp.
                                      Comp.  Awards   ing              ($)
                                      ($)    ($)      options
                                                      / SARs
                                                      (#)
Stewart Garner, 2000  $48,000
President and
Director

                 Option /SAR Grant in Last Fiscal Year

                           Individual Grants

Name               Number of     Percent of total Exercise    Expiration
                  securities      options / SARs   or base       Date
                  underlying        granted to      price
                options / SARs     employees in    ($/sh)
                  Granted (#)    last fiscal year
Stephen         1,000,000                         $0.50/sh   11/2004
Peskoff,
Advisory Board
Andrew          300,000                           $0.50/sh   10/2004
DeFrancesco,
Advisory Board
Douglas         300,000                           $0.50/sh   11/2004
McFadden,
Director
Adam Hawkins,   300,000                           $0.50/sh   11/2004
Lottery Advisor

ITEM 11.  SECURITY   OWNERSHIP  OF  CERTAIN  BENEFICIAL   OWNERS   AND
          MANAGEMENT.

The following table sets forth each person known to the Company, as of
June 7, 2001, to be a beneficial owner of five percent (5%) or more of
the  Company's  common stock, by the Company's directors individually,
and  by  all  of the Company's directors and executive officers  as  a
group.  Except  as noted, each person has sole voting  and  investment
power with respect to the shares shown.

Beneficial Owners:

Title of   Name/Address of Owner            Shares          Percentage
Class                                       Beneficially    Ownership
                                            Owned
                                            (Post Split)
Common     Calp II Limited Partnership        2,960,000       6.36%
           General Partner:
           VMH Investment Management, Ltd.
           Principles:
           Mark Valentine and
           Ian McKinnon
           365 Bay St.
           c/o Thompson Kernaghan
           Toronto, Ontario Canada
           M5H 2V2
Common     Total Ownership of                 2,960,000       6.36%
           Owners of 5% or more

Members of Advisory Board Stock Options (if exercised)

Title of   Name/Address of Owner         Shares         Percentage
Class                                    Beneficially   Ownership
                                         Owned
                                         (Post Split)
Common     Stephen Peskoff               1,000,000      2.15%
           c/o Underhill Investment
           Corp.
           1001 Nineteenth Street N.
           10th Floor
           Arlington, VA 22209
Common     Andrew DeFrancesco            300,000        0.64%
           225 Richmond Street West
           Suite 403
           Toronto, Ontario M5V-1W2
Common     Douglas McFadden              300,000        0.64%
           26 Benson Ave.
           Suite 202
           Richmond, Ontario L4C 4E6
Common     Adam Hawkins                  300,000        0.64%
           140 Eastbourne Ave.
           Toronto, Ontario M5P-2G6
Common     Total Ownership by Members    1,900,000      1.02%
           of
           Advisory Board Stock Options
           (4 Members)

Effect to Beneficial Owners (if Options are exercised)

Title of   Name/Address of Owner             Shares        Percentage
Class                                        Beneficially  Ownership
                                             Owned
                                             (Post Split)
Common     Calp II Limited Partnership         2,960,000     6.29%
           General Partner:
           VMH Investment Management, Ltd.
           Principles:
           Mark Valentine and
           Ian McKinnon
           365 Bay St.
           c/o Thompson Kernaghan
           Toronto, Ontario Canada
           M5H 2V2
Common     Total Ownership over 5%             2,960,000     6.29%
           and Officers and Directors

Note   1:    The  Company  currently  has  a  Stock  Option  Agreement
("Agreement")  with  Penguin Petrolium Products  Limited  ("Penguin"),
dated  December  15, 1999.  Under the terms of the Agreement,  Penguin
has  the  option  to purchase 320,000 shares of the  Company's  common
stock  at  $0.50  per shares, of which 200,000 shares are  exercisable
until  5:00  PM  (EST)  Monday, January  17,  2000,  which  have  been
exercised   in  January,  2000.  The  remaining  30,000   shares   are
exercisable on the 2nd anniversary of the date of the Agreement.

Four members of the Advisory Board are entitled to stock options for a
total  amount  of 1,900,000 shares at a purchase price  of  $0.50  per
share. Three of the four may be exercised prior to November 28,  2004,
with the fourth expiring in October 5, 2004.

Note 2: A Canada Exchangeable Share enables the holder to receive  one
share  of  the  Company's  common  stock  for  no  consideration.  The
Exchangeable  Shares  are  convertible into shares  of  the  Company's
common  stock  in three installments of 4,648,348 shares  on  each  of
October  1,  2000,  October 1, 2001 and October 1, 2002.  However  the
Company can call the Exchangeable Shares on the earlier of October  1,
2004  or  the occurrence of a take over bid for all of the issued  and
outstanding  stock  of  the  Company.  In aggregate  the  Company  has
committed to issue 13,945,040 shares of its common stock if the issued
Exchangeable  shares are converted and 397,428 shares  of  its  common
stock if the warrants are exercised.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

P.E.S.T. Creative Gaming Corporation is owned by Lynx Gaming Corp. and
the  Company's wholly-owned Ontario subsidiary, Playandwin Canada Inc.
Lynx  Gaming  Corp. is a wholly-owned subsidiary of Playandwin  Canada
Inc.

ITEM 13.  FINANCIAL STATEMENTS AND EXHIBITS.

FINANCIAL STATEMENTS

          Reports  of Independent Auditor, Stonefield Josephson,  Inc.
            dated June 6, 2001.

          Consolidated  Balance  Sheet as of  February  28,  2001  and
            February 29, 2000

          Consolidated  Statement of Operations  for  the  years  then
            ended  and  for the period from April 22, 1996 (inception)
            to February 28, 2001

          Consolidated Statement of Stockholders' Equity for the years
            then  ended  and  for  the  period  from  April  22,  1996
            (inception) to February 28, 2001

          Consolidated  Statement of Cash Flows  for  the  years  then
            ended  and  for the period from April 22, 1996 (inception)
            to February 28, 2001

          Notes to Consolidated Financial Statements

CONTENTS

                                                      Page


Independent Auditors' Report                                1

Consolidated Financial Statements:
  Balance Sheet                                             2
  Statements of Operations and Comprehensive Loss           3
  Statements of Stockholders' Deficiency                  4-7
  Statements of Cash Flows                                8-9
  Notes to Financial Statements                         10-22











                         INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Shareholders of
Playandwin, Inc.

We  have  audited  the  accompanying  consolidated  balance  sheet  of
Playandwin,  Inc.  (formerly  Agriceuticals  Technologies,  Inc.)  and
Subsidiaries (a Development Stage Company), as of February  28,  2001,
and   the   related   consolidated  statements   of   operations   and
comprehensive  loss, stockholders' deficiency and cash flows  for  the
year  ended February 28, 2001 and the cumulative period from March  1,
2000  to February 28, 2001.  The cumulative period from April 22, 1996
(inception)  to February 29, 2000 was audited by other auditors  whose
report  dated June 7, 2000 is included in these financial  statements.
These  financial  statements are the responsibility of  the  Company's
management.   Our  responsibility is to express an  opinion  on  these
financial statements based on our audit.

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

In  our  opinion,  the consolidated financial statements  referred  to
above  present  fairly,  in  all material respects,  the  consolidated
financial  position  of  Playandwin,  Inc.  and  Subsidiaries,  as  of
February 28, 2001 and the consolidated results of their operations and
their  cash  flows for the year ended February 28, 2001  and  for  the
cumulative  period  from  March  1,  2000  to  February  28,  2001  in
conformity with generally accepted accounting principles.

The  accompanying consolidated financial statements have been prepared
assuming  the Company will continue as a going concern.  As  described
in  Note  1  to  the  financial statements, the Company  has  suffered
recurring  losses  from  operations and has no established  source  of
revenue.   This raises substantial doubt about its ability to continue
as a going concern. Management's plans in regards to these matters are
also described in Note 1.  These consolidated financial statements  do
not include any adjustments that might result from the outcome of this
uncertainty.


CERTIFIED PUBLIC ACCOUNTANTS

Stonefield Josephson, Inc.
Santa Monica, California
June 6, 2001



                INDEPENDENT AUDITORS' REPORT

To the Board of Directors' and Shareholders' of
Playandwin, Inc.

We have audited the accompanying consolidated balance sheets
of  Playandwin,  Inc. (formerly Agriceuticals  Technologies,
Inc.) and Subsidiaries (A Development Stage Company), as  of
February  29,  2000 and February 28, 1999, and  the  related
consolidated statements of operations, stockholders'  equity
(deficiency) and cash flows for the years then ended and for
the  period from April 22, 1996 (inception) to February  29,
2000.  These financial statements are the responsibility  of
the  Company's management. Our responsibility is to  express
an  opinion  on  these  financial statements  based  on  our
audits.

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

In   our  opinion,  the  consolidated  financial  statements
referred  to above present fairly, in all material respects,
the  consolidated financial position of Playandwin, Inc. and
Subsidiaries, as of February 29, 2000 and February 28,  1999
and  the consolidated results of their operations and  their
cash  flows for the years then ended and for the period from
April   22,  1996  (inception)  to  February  29,  2000   in
conformity with generally accepted accounting principles.

The accompanying consolidated financial statements have been
prepared  assuming  the Company will  continue  as  a  going
concern. As described in Note 1 to the financial statements,
the  Company  has suffered recurring losses from  operations
and  has  no  established  source of  revenue.  This  raises
substantial doubt about its ability to continue as  a  going
concern. Management's plans in regards to these matters  are
also  described  in  Note  1. These  consolidated  financial
statements do not include any adjustments that might  result
from the outcome of this uncertainty.



                  MERDINGER, FRUCHTER, ROSEN & CORSO, P.C.
                  Certified Public Accountants


Los Angeles, California
June 7, 2000




                   PLAYANDWIN, INC. AND SUBSIDIARIES
                     (A DEVELOPMENT STAGE COMPANY)

            CONSOLIDATED BALANCE SHEET - FEBRUARY 28, 2001

   <TABLE>
   <S>                                               <C>
                                 ASSETS

   Current assets:
     Cash and cash equivalents                             $       712
     Prepaid expenses and other current assets                 188,921
                                                         -------------
             Total current assets                          $   189,633

   Investment                                                    1,036

   Furniture and equipment, net                                 13,755

   Intellectual property                                        37,858
                                                         -------------
                                                           $   242,282
                                                         =============
                LIABILITIES AND STOCKHOLDERS' DEFICIENCY

   Current liabilities:
     Accounts payable and accrued expenses                 $   298,684
     Note payable                                               16,438
     Advances from officer                                      99,043
     Loans payable, stockholders                                81,571
     Convertible note payable                                   84,238
                                                         -------------
             Total current liabilities                     $   579,974

   Stockholders' deficiency:
     Common stock, par value $0.001;
       Class A - 200,000,000 shares authorized;
         50,853,109  shares issued and outstanding              50,853
       Class B - 9,643,359 shares authorized,
         issued and outstanding                                  9,643
      Additional paid-in capital                             5,395,250
      Accumulated foreign currency translation
         adjustment                                           (22,732)
      Deficit accumulated during the development
         stage                                             (5,770,706)
                                                         -------------
             Total stockholders' deficiency                  (337,692)
                                                         -------------
                                                           $   242,282
                                                         =============
   </TABLE>


See accompanying independent auditors' report and notes to
consolidated financial statements.


                                 2


                        PLAYANDWIN, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                             AND COMPREHENSIVE LOSS



<TABLE>
<S>                                       <C>               <C>               <C>
                                                                               April 22, 1996
                                             Year ended        Year ended      (inception) to
                                            February 28,      February 29,      February 28,
                                                2001              2000              2001
                                          ----------------  ----------------  ---------------
Revenues                                    $           -         $        -      $          -

General and administrative expenses             4,625,237            546,912         5,770,706
                                           --------------       ------------    --------------
Net loss                                      (4,625,237)          (546,912)       (5,770,706)

Other comprehensive loss, net of taxes -
  foreign currency translation                   (17,950)            (9,388)           (9,403)
                                           --------------       ------------    --------------
Comprehensive loss                          $ (4,643,187)        $ (556,300)     $ (5,780,109)
                                           ==============       ============   ===============

Loss per common share, basic and diluted    $      (0.12)        $    (0.02)     $      (0.24)
                                           ==============       ============   ===============
Weighted average number of common
  shares outstanding, basic and diluted        39,917,525         28,475,916        24,208,059
                                           ==============       ============   ===============
</TABLE>


See accompanying independent auditors' report and notes to consolidated
financial statements.

                                                3


                        PLAYANDWIN, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

               CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIENCY

<TABLE>
<S>                      <C>          <C>          <C>         <C>         <C>           <C>          <C>          <C>
                                                                                         Accumulated    Deficit
                                                                                           foreign    accumulated
                                                                            Additional     currency   during the      Total
                                  Class A                 Class B            paid-in     translation  development  stockholders'
                            Shares       Amount      Shares      Amount      capital      adjustment     stage      deficiency
                          ---------    ---------   ----------   --------    ----------    ---------     -------    -----------
Balance at
 April 22, 1996 - As
 Restated for stock
 split                              -      $     -           -      $   -       $     -       $     -     $     -       $     -

Shares issued for cash:
  April 22, 1996 at
   $0.001 per share         1,760,000        1,760           -          -           334             -           -         2,094
  April 22, 1996 at
   $0.002 per share           100,000          100           -          -            84             -           -           184
  June 24, 1996 at
   $0.004 per share         6,160,024        6,160           -          -        20,214             -           -        26,374
  August 6, 1996 at
   $0.04 per share            180,000          180           -          -         6,366             -           -         6,546
  December 31, 1996 at
   $0.07 per share            675,000          675           -          -        48,882             -           -        49,557
  December 31, 1996 at
   $0.01 per share          2,880,000        2,880           -          -        21,032             -           -        23,912
  January 17, 1997 at
   $0.07 per share            100,000          100           -          -         7,366             -           -         7,466
Foreign currency
  translation
  adjustment                        -            -           -          -             -         2,216           -         2,216
Net loss                            -            -           -          -             -             -   (103,485)     (103,485)
                           ----------    ---------   ---------  ---------   -----------   -----------  ----------    ----------
Balance at
 February 28, 1997 - As
 restated for stock
 split                     11,855,024       11,855           -          -       104,278         2,216   (103,485)        14,864
                           ----------    ---------   ---------  ---------   -----------   -----------  ----------    ----------
</TABLE>


See accompanying independent auditors' report and notes to consolidated
financial statements.



                                                                    4




                        PLAYANDWIN, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
     CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY DEFICIENCY (CONTINUED)

<TABLE>
<S>                      <C>          <C>          <C>         <C>         <C>           <C>          <C>          <C>
                                                                                         Accumulated    Deficit
                                                                                           foreign    accumulated
                                                                            Additional     currency   during the      Total
                                  Class A                 Class B            paid-in     translation  development  stockholders'
                            Shares       Amount      Shares      Amount      capital      adjustment     stage      deficiency
                          ---------    ---------   ----------   --------    ----------    ---------     -------    -----------
Balance at
 February 28, 1997 - As
 Restated for stock
 split                     11,855,024       11,855           -          -       104,278         2,216   (103,485)        14,864

Shares issued for cash:
  March 26, 1997 at
   $0.12 per share             40,000           40           -          -         4,820             -           -         4,860
  April 1, 1997 at
   $0.07 per share             10,000           10           -          -           684             -           -           694
  April 4, 1997 at
   $0.17 per share             20,000           20           -          -         3,451             -           -         3,471
  April 6, 1997 at
   $0.17 per share             12,000           12           -          -         2,070             -           -         2,082
  April 20, 1997 at
   $0.03 per share             20,000           20           -          -           674             -           -           694
  May 15, 1997 at
   $0.23 per share          1,759,448        1,759           -          -       395,768             -           -       397,527
Foreign currency
  translation
  adjustment                        -            -           -          -             -         7,340           -         7,340
Net loss                            -            -           -          -             -             -   (308,555)     (308,555)
                           ----------    ---------   ---------  ---------   -----------   -----------  ----------    ----------
Balance at
 February 28, 1998 - As
 Restated for stock
 split                     13,716,472       13,716           -          -       511,745         9,556   (412,040)       122,977

Shares issued for cash:
  April 16, 1998 at
   $0.23 per share            228,568          229           -          -        53,203             -           -        53,432
Foreign currency
  translation
  adjustment                        -            -           -          -             -       (4,950)           -       (4,950)
Net loss                            -            -           -          -             -             -   (186,517)     (186,517)
                           ----------    ---------   ---------  ---------   -----------   -----------  ----------    ----------
Balance at
 February 28, 1999 - As
 Restated for stock
 split                     13,945,040       13,945           -          -       564,948         4,606   (598,557)      (15,058)
                           ----------    ---------   ---------  ---------   -----------   -----------  ----------    ----------
</TABLE>
See accompanying independent auditors' report and notes to consolidated
financial statements.


                                                                     5


                        PLAYANDWIN, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

     CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY DEFICIENCY (CONTINUED)

<TABLE>
<S>                      <C>          <C>          <C>          <C>        <C>           <C>          <C>         <C>
                                                                                         Accumulated    Deficit
                                                                                           foreign    accumulated
                                                                            Additional    currency    during the      Total
                                  Class A                  Class B           paid-in     translation  development stockholders'
                            Shares       Amount      Shares       Amount     capital     adjustment      stage     deficiency
                          ---------    ---------   ----------    --------   ----------    ---------     -------    -----------
Balance at
 February 28, 1999 - As
 Restated for stock
 split                     13,945,040       13,945           -           -      564,948        4,606    (598,557)      (15,058)

Issuance of
 Class B common stock    (13,945,040)     (13,945)  13,945,040      13,945            -            -            -             -
Issuance of shares of
 acquisition of
 Playandwin                28,300,000       28,300           -           -     (28,710)            -            -         (410)
Shares issued for cash:
  October 20, 1999 at
   $0.38 per share            200,000          200           -           -       74,800            -            -        75,000
  January 17, 1999 at
   $0.38 per share            200,000          200           -           -       74,800            -            -        75,000
  January 20, 2000 at
   $0.50 per share             80,000           80           -           -       39,920            -            -        40,000
  February 3, 2000 at
   $0.50 per share             75,000           75           -           -       37,425            -            -        37,500
  February 20, 2000 at
   $0.50 per share             45,000           45           -           -       22,455            -            -        22,500
  Issuance of
   options for services             -            -           -           -      484,604            -            -       484,604
Foreign currency
  translation
  adjustment                        -            -           -           -            -      (9,388)            -       (9,388)
Net loss                            -            -           -           -            -            -    (546,912)     (546,912)
                           ----------    ---------   ---------   ---------  -----------  -----------   ----------    ----------
Balance at
 February 29, 2000 - As
 Restated for stock
 split                     28,900,000       28,900  13,945,040      13,945    1,270,242      (4,782)  (1,145,469)       162,836
                           ----------    ---------   ---------   ---------  -----------  -----------   ----------    ----------
</TABLE>

See accompanying independent auditors' report and notes to consolidated
financial statements.



                                                                 6


                        PLAYANDWIN, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

     CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY DEFICIENCY (CONTINUED)

<TABLE>
<S>                       <C>           <C>          <C>          <C>        <C>           <C>          <C>         <C>


                                                                                           Accumulated    Deficit
                                                                                             foreign    accumulated
                                                                              Additional    currency    during the      Total
                                   Class A                   Class B           paid-in     translation  development stockholders'
                             Shares       Amount       Shares       Amount     capital     adjustment      stage      deficiency
                           ---------     ---------   ----------    --------   ----------    ---------     -------    -----------
Balance at
 February 29, 2000 - As
 Restated for stock
 split                      28,900,000       28,900   13,945,040      13,945    1,270,242      (4,782)  (1,145,469)        162,836

Shares issued for cash:
  March 31, 2000 at
   $0.44 per share             700,000          700            -           -      305,550            -            -        306,250
  June 13, 2000 at
   $0.25 per share           1,600,000        1,600            -           -      398,400            -            -        400,000
  September 15, 2000 at
   $0.11 per share           1,360,000        1,360            -           -      150,640            -            -        152,000
  Expense for shares
  sold below market value            -            -            -           -      402,150            -            -        402,150
  Offering costs                     -            -            -           -    (124,508)            -            -      (124,508)
Shares issued for
 services:
  March 31, 2000 at
   $0.72 per share              11,428           11            -           -        8,217            -            -          8,228
  October 5, 2000 at
   $0.22 per share          11,480,000       11,480            -           -    2,537,059            -            -      2,548,539
  November 1, 2000 at
   $0.18 p share             2,500,000        2,500            -           -      447,500            -            -        450,000
Foreign currency
  translation adjustment             -            -            -           -            -     (17,950)                    (17,950)
Conversion of Class B
 shares to Class A
 shares in October 2000      4,301,681        4,302  (4,301,681)     (4,302)                         -            -              -
Net loss                             -            -            -           -            -            -  (4,625,237)    (4,625,237)
                            ----------    ---------    ---------   ---------  -----------  -----------   ----------     ----------
Balance at
 February 28, 2001 - As
 Restated for stock
 split                      50,853,109    $  50,853    9,643,359   $   9,643  $ 5,395,250  $  (22,732)  $(5,770,706     $(337,692)
                            ==========    =========    =========   =========  ===========  ===========   ==========     ==========
</TABLE>

See accompanying independent auditors' report and notes to consolidated
financial statements.



                                                                         7




                        PLAYANDWIN, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS


<TABLE>
<S>                                              <C>             <C>            <C>
                                                                                 April 22, 1996
                                                   Year ended      Year ended    (inception) to
                                                  February 28,    February 29,    February 28,
                                                      2001            2000            2001
                                                  -----------    -------------   ---------------
Cash flows provided by (used for)
 operating activities:
  Net loss                                       $ (4,625,237)      $ (546,912)     $ (5,770,706)

 Adjustments to reconcile net loss to net cash
  provided by (used for) operating activities:
    Depreciation and amortization                      276,044           82,837           366,275
    Write-off of due from related company                    -           43,840            43,840
    Write-off of intellectual property                       -           86,620            86,620
    Common stock issued for services rendered        3,006,767                -         3,006,767
    Expense for shares sold below market value         402,150                -           402,150

 Changes in operating assets and liabilities:
  (Increase) decrease in assets:
    Prepaid expenses and other current assets         (26,426)         (27,869)          (26,426)
    Intellectual property                                1,908                -             1,908

  Increase (decrease) in liabilities -
    accounts payable and accrued expenses               82,649           65,706           298,684
                                                 -------------     ------------      ------------
     Net cash used for operating activities          (882,145)        (295,778)       (1,590,888)
                                                 -------------     ------------      ------------
Cash flows provided by (used for) investing
 activities:
  Advances to related company                                -                -          (56,944)
  Repayments from related company                            -                -            13,104
   Investment                                                -          (1,036)           (1,036)
   Purchase of furniture and equipment                 (8,151)          (6,484)          (26,940)
   Purchase of intellectual property                         -          (3,254)         (126,386)
                                                 -------------     ------------      ------------
      Net cash used for investing activities           (8,151)         (10,774)         (198,202)
                                                 -------------     ------------      ------------
 Cash flows provided by (used for) financing
  activities:
   Book overdraft                                            -          (8,743)                 -
   Advances from note payable                           91,438                -            91,438
   Advances from officer                                99,043                -            99,043
   Repayments of loans payable, stockholders          (24,820)                -          (24,820)
   Proceeds from convertible note payable                    -           84,238            84,238
   Issuance of common stock for cash                   733,742          250,000         1,562,635
                                                 -------------     ------------      ------------
      Net cash provided by financing activities        899,403          325,495         1,812,534
                                                 -------------     ------------      ------------
 </TABLE>

 See accompanying independent auditors' report and notes to
 consolidated financial statements.


                                                8


                   PLAYANDWIN, INC. AND SUBSIDIARIES
                     (A DEVELOPMENT STAGE COMPANY)

           CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

           INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS

<TABLE>
<S>                               <C>             <C>           <C>
                                                                April 22, 1996
                                    Year ended     Year ended   (inception) to
                                   February 28,   February 29,   February 28,
                                       2001           2000           2001
                                   -----------     -----------  -------------
Change in foreign currency
 translation adjustment                (17,950)         (9,388)      (22,732)
                                    -----------     -----------    ----------
Increase (decrease) in cash
 and cash equivalents                   (8,843)           9,555           712

Cash and cash equivalents,
 beginning of period                      9,555               -             -
                                    -----------     -----------    ----------
Cash and cash equivalents,
 end of period                          $   712         $ 9,555       $   712
                                    ===========     ===========    ==========
Supplemental disclosure of
 cash flow information:
  Interest paid                         $     -         $     -       $     -
                                    ===========     ===========    ==========
  Income taxes paid                     $     -         $     -       $     -
                                    ===========     ===========    ==========
</TABLE>
Supplemental disclosure of non-cash investing and financing
transactions:

   For the year ended February 29, 2000, the Company granted an option
   to  purchase 320,000 shares of the Company's common stock in return
   for  consulting  services  rendered.   The  option  was  valued  at
   $75,540.

   For  the year ended February 29, 2000, the Company granted to  four
   members  of  the  advisory board options to purchase  an  aggregate
   amount  of 1,900,000 shares of the Company's common stock in return
   for services rendered.  The options were valued at $409,064.

   For the year ended February 28, 2001, the Company issued 13,991,428
   shares of its common stock valued at $3,006,767, the current market
   value  for the shares on the dates of issuance based on the closing
   price for the Company's common stock, for services rendered.

   For  the  year ended February 28, 2001, the Company sold  3,660,000
   shares  of  its  common stock for gross proceeds of $858,250.   The
   sales  price was below the current market value for the  shares  on
   the  dates of issuance based on the closing price for the Company's
   common stock.  Therefore the Company recorded a financing charge of
   $402,150, with a corresponding offset to additional paid-in capital
   for  the difference between the current market value and the  gross
   sales proceeds.

See accompanying independent auditors' report and notes to
consolidated financial statements.


                                  9





                   PLAYANDWIN, INC. AND SUBSIDIARIES
                     (A DEVELOPMENT STAGE COMPANY)

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
          YEARS ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000

(1)  Summary of Significant Accounting Policies:

     Business Activity:

          Playandwin,  Inc.  (the  "Company") (formerly  Agriceuticals
          Technologies, Inc.) is currently a development stage company
          under  the  provisions of Statement of Financial  Accounting
          Standards  ("SFAS")  No.  7.  The Company  was  incorporated
          under the laws of the State of Nevada on April 22, 1996.  On
          July  13,  1999, the Company changed its name to Playandwin,
          Inc.  It is management's objective to operate the Company in
          the  development,  promotion and sale of  para-mutual  wager
          games.

     Subsidiaries:

          In  September  1999,  the Company formed Playandwin  Canada,
          Inc.  ("PWINC") an Ontario, Canada corporation.   PWINC  was
          formed  to  acquire  and  be the parent  for  the  Company's
          acquisition of Lynx Gaming Corporation ("LYNX") (Note 2).

     Basis of Consolidation:

          The  consolidated financial statements include the  accounts
          of the Company and its wholly owned subsidiaries PWINC, LYNX
          and  LYNX's wholly owned subsidiary P.E.S.T. Creative Gaming
          Corporation ("PEST").  Accordingly, all references herein to
          the   Company  include  the  consolidated  results  of   its
          subsidiaries.   All significant inter-company  accounts  and
          transactions have been eliminated in consolidation.

     Basis of Presentation:

          As  reflected in the accompanying financial statements,  the
          Company has had recurring losses from operations, a negative
          cash flow from operations, no established source of revenues
          and  its  current  liabilities exceed  its  current  assets.
          These  matters  raise substantial doubt about the  Company's
          ability to continue as a going concern.

          In view of the matters described in the preceding paragraph,
          recoverability  of  a major portion of  the  recorded  asset
          amounts shown in the accompanying consolidated balance sheet
          is  dependent  upon  continued operations  of  the  Company,
          which,  in turn, is dependent upon the Company's ability  to
          continue  to raise capital and generate positive cash  flows
          from  operations. The consolidated financial  statements  do
          not  include  any adjustments relating to the recoverability
          and  classification of recorded asset amounts or amounts and
          classifications  of  liabilities  that  might  be  necessary
          should the Company be unable to continue its existence.

          Management  plans  to  take  the  following  steps  that  it
          believes will be sufficient to provide the Company with  the
          ability to continue in existence:


          * The  Company  is continuing to develop its business  plan,
            which  they  expect to implement and begin  operations  in
            the  fourth calendar quarter of 2001.  However, Management
            does  expect  the Company to generate a small  income  and
            positive cash flow for its fiscal year ended February  28,
            2002.



See accompanying independent auditors' report.

                                  10



                   PLAYANDWIN, INC. AND SUBSIDIARIES
                     (A DEVELOPMENT STAGE COMPANY)

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          YEARS ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000

(1)  Summary of Significant Accounting Policies, Continued:

     Basis of Presentation, Continued:

          * Management  expects  to fund any negative  cash  flows  or
            capital  expenditures  from a  private  placement  in  the
            amount  of  $1,000,000  or other sales  of  the  Company's
            securities  as may be deemed appropriate by the  Company's
            Board of Directors.

     Use of Estimates:

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

     Fair Value:

          For certain of the Company's financial instruments, none  of
          which are held for trading, including cash, accounts payable
          and  accrued expenses, the carrying amounts approximate fair
          value due to their short maturities.  The amounts shown  for
          convertible  debentures and notes payable  also  approximate
          fair  value because current interest rates and terms offered
          to the Company for similar debt are substantially the same.

     Cash:

          Equivalents

          For   purposes  of  the  statement  of  cash   flows,   cash
          equivalents include all highly liquid debt instruments  with
          original  maturities of three months or less which  are  not
          securing any corporate obligations.

          Concentration

          The  Company  maintains its cash in bank  deposit  accounts,
          which,  at times, may exceed federally insured limits.   The
          Company has not experienced any losses in such accounts.

     Investment:

          The  investment  in  Racingo  Investments  Ltd.  ("RIL")  is
          recorded at cost. The Company and a third-party created  RIL
          as  a holding Company for the intellectual property owned by
          the parties. Each party licensed their intellectual property
          to  RIL, and the Company has been granted the rights to  act
          as   the   agent  or  operating  company  to   exploit   the
          intellectual property, as noted in Note 3. The Company  owns
          a  10% equity investment in RIL and as of February 28, 2001.
          RIL has not begun operations.

     Furniture and Equipment:

          Furniture  and  equipment are stated at cost.   Depreciation
          and  amortization  is computed using the  declining  balance
          method over the useful lives of the five years.

See accompanying independent auditors' report.

                                  11




                   PLAYANDWIN, INC. AND SUBSIDIARIES
                     (A DEVELOPMENT STAGE COMPANY)

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
          YEARS ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000

(1)  Summary of Significant Accounting Policies, Continued:

     Intellectual Property:

          Intellectual  property is recorded at cost and includes  all
          costs to register trademarks, which includes legal fees  and
          registration  costs.   These costs will  be  amortized  over
          twenty  years,  which represents the life of the  registered
          trademarks.   Also, the Company has granted a certain  third
          party a 50% beneficial ownership in the Company's registered
          trademarks.

     Impairment of Long-Lived Assets:

          In  accordance  with  SFAS  No.  121,  "Accounting  for  the
          Impairment of Long-Lived Assets and for Long-Lived Assets to
          Be  Disposed Of", long-lived assets to be held and used  are
          analyzed  for  impairment  whenever  events  or  changes  in
          circumstances indicate that the related carrying amounts may
          not  be  recoverable. The Company evaluates at each  balance
          sheet  date  whether events and circumstances have  occurred
          that  indicate possible impairment. If there are indications
          of  impairment,  the Company uses future  undiscounted  cash
          flows  of  the  related  asset or asset  grouping  over  the
          remaining   life  in  measuring  whether  the   assets   are
          recoverable.  In the event such cash flows are not  expected
          to  be sufficient to recover the recorded asset values,  the
          assets are written down to their estimated fair value. Long-
          lived assets to be disposed of are reported at the lower  of
          carrying amount or fair value of asset less cost to sell.

     Translation of Foreign Currency:

          The   Company  translates  the  foreign  currency  financial
          statements  of  its  subsidiaries  in  accordance  with  the
          requirements of SFAS No. 52, "Foreign Currency Translation".
          Assets  and  liabilities are translated at current  exchange
          rates,  and related revenues and expenses are translated  at
          average   exchange  rates  in  effect  during  the   period.
          Resulting translation adjustments are recorded as a separate
          component   in   stockholders'  equity.   Foreign   currency
          transaction gains and losses are included in determining net
          income.

     Advertising Costs:

          Advertising  costs  are  expensed as incurred.   Advertising
          expense includes costs related to promoting RACINGO amounted
          to  approximately $117,000 for the year ended  February  28,
          2001 and $15,000 for the year ended February 29, 2000.

     Income Taxes:

          The  Company accounts for income taxes pursuant to SFAS  No.
          109,  "Accounting  for Income Taxes".   Deferred  taxes  are
          provided  on a liability method whereby deferred tax  assets
          are  recognized  for deductible temporary  differences,  and
          deferred   tax  liabilities  are  recognized   for   taxable
          temporary  differences.   Temporary  differences   are   the
          differences  between  the reported  amounts  of  assets  and
          liabilities  and their tax bases.  Deferred tax  assets  are
          reduced  by  a valuation allowance when, in the  opinion  of
          management, it is more likely than not that some portion  or
          all  of  the  deferred  tax assets  will  not  be  realized.
          Deferred  tax  assets and liabilities are adjusted  for  the
          effects  of  changes in tax laws and rates on  the  date  of
          enactment.

See accompanying independent auditors' report.

                                  12


                   PLAYANDWIN, INC. AND SUBSIDIARIES
                     (A DEVELOPMENT STAGE COMPANY)

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          YEARS ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000

(1)  Summary of Significant Accounting Policies, Continued:

     Net Loss Per Common Share:

          The  Company calculates net loss per share based on SFAS No.
          128,  "Earnings Per Share". Basic loss per share is computed
          by  dividing net loss attributable to common stockholders by
          the  weighted  average number of common shares  outstanding.
          Diluted loss per share is computed similar to basic loss per
          share  except that the denominator is increased  to  include
          the  number of additional common shares that would have been
          outstanding  if the potential common shares had been  issued
          and  if  the  potential  common shares  were  dilutive.   At
          February  28,  2001  and  February 29,  2000,  the  weighted
          average  shares  outstanding would have  been  increased  by
          3,489,712 shares of the Company's common stock if the issued
          and  exercisable stock options and warrants would have  been
          dilutive.

     Comprehensive Income:

          SFAS  No.  131 "Reporting Comprehensive Income", establishes
          standards  for the reporting and displaying of comprehensive
          income  and its components in the financial statements.   In
          accordance  with  SFAS  No. 52, the Company  has  a  Foreign
          Currency Translation Adjustment.  This is a component of the
          Company's  Comprehensive  Loss,  which  is  displayed  as  a
          component  of  the Statement of Operation and  Comprehensive
          Loss.

     Recently Issued Accounting Pronouncements:

          In  June  1998,  the  Financial Accounting  Standards  Board
          issued  SFAS No. 133, "Accounting for Derivative Instruments
          and  Hedging Activities." SFAS No. 133, as amended  by  SFAS
          No.  137, is effective for fiscal years beginning after June
          15, 2000. SFAS No. 133 requires the Company to recognize all
          derivatives  as  either  assets or liabilities  and  measure
          those   instruments  at  fair  value.  It  further  provides
          criteria for derivative instruments to be designated as fair
          value, cash flow and foreign currency hedges and establishes
          respective accounting standards for reporting changes in the
          fair value of the derivative instruments. Upon adoption, the
          Company  will  be required to adjust hedging instruments  to
          fair value in the balance sheet and recognize the offsetting
          gains  or losses as adjustments to be reported in net income
          or  other comprehensive income, as appropriate. The  Company
          is  evaluating  its  expected adoption  date  and  currently
          expects  to  comply with the requirements  of  SFAS  133  in
          fiscal  year 2002. The Company does not expect the  adoption
          will  be  material  to the Company's financial  position  or
          results of operations since the Company does not believe  it
          participates in such activities.

          In  June  1999, the FASB issued SFAS No. 136,  "Transfer  of
          Assets to a Not-for-Profit Organization or Charitable  Trust
          that Raises or Holds Contributions for Others" and SFAS  No.
          137,  "Accounting  for  Derivative Instruments  and  Hedging
          Activities."  These  statements are not  applicable  to  the
          Company.

          In  June 2000, the FASB issued SFAS No. 138, "Accounting for
          Certain   Derivative   Instruments   and   Certain   Hedging
          Activities."  The Company does not expect  the  adoption  of
          SFAS  No.  138  to have a material impact, if  any,  on  its
          financial position or results of operations.

          In  June 2000, the FASB issued SFAS No. 139, "Rescission  of
          FASB Statement No. 53 and amendments to FASB Statements  No.
          63,  89,  and 121." The Company does not expect the adoption
          of  SFAS No. 139 to have a material impact, if any,  on  its
          financial position or results of operations.

          In September 2000, the FASB issued SFAS No. 140, "Accounting
          for   Transfers  and  Servicing  of  Financial  Assets   and
          Extinguishments  of  Liabilities."  This  statement  is  not
          applicable to the Company.

          In  January 2001, the FASB Emerging Issues Task Force issued
          EITF 00-27 effective for convertible debt instruments issued
          after November 16, 2000. This pronouncement requires the use
          of  the  intrinsic  value  method  for  recognition  of  the
          detachable  and  imbedded  equity  features  included   with
          indebtedness,  and  requires  amortization  of  the   amount
          associated with the convertibility feature over the life  of
          the  debt  instrument rather than the period for  which  the
          instrument  first became convertible. This EITF 00-27  could
          impact future financial statements, should the Company enter
          into such agreements.

(2)  Acquisitions:

     PEST

     On  April  30, 1997 LYNX completed a merger with PEST by  issuing
     4,520,012  shares  of  LYNX's  common  stock  for  all   of   the
     outstanding  common stock of PEST. Each share  of  PEST's  common
     stock was exchanged for 2 shares of LYNX's common stock.

     The  merger  was  accounted for as a pooling  of  interests  and,
     accordingly,  all prior period consolidated financial  statements
     of  the  Company  have been restated to include  the  results  of
     operations,   financial  position  and  cash   flows   of   PEST.
     Information  concerning common stock, stock options and  warrants
     and  per  share  data have been restated on an  equivalent  share
     basis.  The Consolidated financial statements as of February  28,
     1997  and  for the year then ended include the Company's previous
     February  28  fiscal year amounts and PEST's February  28  fiscal
     year amounts.

     LYNX

     On October 1, 1999, PWINC entered into a share exchange agreement
     to  acquire  100%  of the outstanding common stock  of  LYNX.  In
     accordance  with  the  agreement, the stockholders  of  LYNX  (i)
     received 13,945,040 warrants, which enable the holders to receive
     13,945,040  shares of the Company's common stock,  for  6,972,520
     shares  of LYNX's common stock; (ii) exchanged 1,589,712 warrants
     to  purchase  1,589,712 shares of the Company's common  stock  at
     $0.29  per share, exercisable until March 31, 2001 (see  Note  10
     "Class  B  Common  Shares"),  for 794,856  warrants  to  purchase
     794,856 shares of the LYNX's common stock at $0.58 per share.

See accompanying independent auditors' report.



                                  13




                   PLAYANDWIN, INC. AND SUBSIDIARIES
                     (A DEVELOPMENT STAGE COMPANY)

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          YEARS ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000


(2)  Acquisitions, Continued:

     LYNX, Continued

     The  13,945,040 warrants which are convertible, at no cost to the
     holder,  into  shares  of the Company's  common  stock  in  three
     installments  of  4,648,347 shares on each of  October  1,  2000,
     October 1, 2001 and October 1, 2002.  However, these warrants can
     be called by the Company on the earlier of October 1, 2004 or the
     occurrence  of  a  take-over  bid  for  all  of  the  issued  and
     outstanding stock of the Company.

     As  a  result  of this transaction, the operations of  LYNX  will
     constitute  100% of the operations of the Company.   Accordingly,
     the  transaction has been treated for accounting  purposes  as  a
     reverse  takeover  of the Company and therefore,  the  historical
     continuing financial statements represent a continuation  of  the
     legal  subsidiary, PWINC, not Playandwin, the legal  parent.   In
     accounting for this transaction:

     * LYNX   is  deemed  to  be  the  acquirer  and  parent  company.
       Accordingly,   its  net  assets  will  be   included   in   the
       consolidated balance sheet at their historical book values;

     * Control  of  the  net  assets and business  of  Playandwin  was
       acquired  effective October 1, 1999, the effective  date.  This
       transaction has been accounted for as a purchase of the  assets
       and  liabilities of Playandwin by LYNX.  Since  Playandwin  had
       no  assets,  liabilities or operations prior to the merger,  no
       excess  cost  over  fair value of net assets acquired  will  be
       recorded.

(3)  Investment:

     Master License Agreement

     On  October  7,  1999,  PEST entered into  a  twenty-year  master
     agreement  with  Racingo  Investments Ltd.  ("RIL")  (a  Delaware
     corporation) to license the Canadian and world rights of  Racingo
     copyright assets.  Racingo is a concept developed by PEST  for  a
     pari-mutual bingo-type wager game and lottery. PEST has developed
     the  concept  and obtained patents and trademarks in  Canada  and
     Europe.  PEST received a one-time fee of $1,000 from  RILfor  the
     license.   Also in conjunction with the agreement, PEST purchased
     100 common shares, 125 class A shares, 175 class B shares and 250
     class  C  shares of RIL for $1,036.  The shares received by  PEST
     constitute a 10% equity investment in the voting shares  of  RIL.
     PEST will receive the following distributions i) 12.5% of the net
     income  derived  from  the licensee's North American  Land  based
     agreement;  ii)  17.5%  of  the  net  income  derived  from   the
     licensee's  North American Land based operations other  than  the
     Internet   License  agreement  and  North  American  Land   Based
     agreements, see "License Agreements" below; iii) 25% of all other
     net income derived from the licensee.

See accompanying independent auditors' report.


                                  14


                   PLAYANDWIN, INC. AND SUBSIDIARIES
                     (A DEVELOPMENT STAGE COMPANY)

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          YEARS ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000

(3)  Investment, Continued:

     License Agreements

     Also, on October 7, 1999, the Company simultaneously entered into
     two  individual  ten-year  license  agreements  with  RIL  (North
     American Land Based and Internet License Agreements) to  use  the
     Racingo  products and trademarks to facilitate both  wagering  on
     the  Internet,  Worldwide, and North American  on-and  off-track.
     Also,  the  two  agreements provide the Company  first  right  of
     refusal  on any licensing of Racingo in any venue other than  the
     Internet and North America on-and off-track betting.  This  right
     of  first  refusal will last until March 1, 2002. If the  Company
     wants  to  exercise its rights, it must respond to and match  any
     bona  fide offer made to licensor by a third party within 60 days
     of licensor's receipt of such an offer.

(4)  Furniture and Equipment:

     A summary is as follows:

                                   February 28,
                                       2001
                                     --------
     Computer                       $   11,644
     Furniture                          11,308
                                   -----------
                                        22,952
     Less accumulated                    9,197
     depreciation
                                   -----------
                                    $   13,755
                                   ===========

(5)  Note Payable:

     As  of  February 28, 2001, note payable consisted of an unsecured
     note payable for $16,438 which is non-interest bearing and due on
     demand.


(6)  Advances from Officer:

     As  of  February 28, 2001, an officer of the Company has advanced
     $99,043 as working capital for the Company.  The advances are due
     on demand and non-interest bearing.  The Company expects that the
     advances  will  be paid off during the year ending  February  28,
     2002, so they have not imputed interest charges on the advances.

See accompanying independent auditors' report.


                                  15


                   PLAYANDWIN, INC. AND SUBSIDIARIES
                     (A DEVELOPMENT STAGE COMPANY)

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          YEARS ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000

(7)  Loans Payable, Stockholders:

     As  of  February 28, 2001, the Company had two loans  payable  to
     stockholders  consisting  of i) a $6,571  unsecured  non-interest
     bearing  note due on demand and ii) a $75,000 unsecured 15%  note
     due  on  June 4, 2001 and renewable at the option of  the  holder
     with a rate of interest at 20% (see Note 12 Subsequent Event).

(8)  Convertible Note Payable:

     As  of  February 28, 2001, the Company had an $84,238 convertible
     note  payable,  which accrued interest at the rate  of  8.0%  per
     annum.   The principal and accrued interest was due on  March  1,
     2001. Also, the note was convertible at a rate of $1.50 per share
     (the  market value of the Company's common stock at the  date  of
     the note) of the Company's common stock, at the holder's request,
     at  any time prior to maturity.  As of March 1, 2001, the Company
     was  in  default  on  the  note and is in negotiations  with  the
     borrower  to  convert the note to shares of the Company's  common
     stock.

(9)  Commitments and Contingencies:

     Marketing Agreement

     On  December 1, 1999, the Company entered into an agreement  with
     PacCanUs,  Inc.  ("PCU").  PCU is to provide management  services
     relating to the agreement negotiated with Autotote, Inc., prepare
     presentations  necessary to sell Racingo, recruit  personnel  and
     act as a strategic advisor to the Company's Creative Review Board
     for any marketing.  These services were to be provided for a one-
     year   period  beginning  on  December  1,  1999.   The  services
     continued on a month-to-month basis from December 1, 2000 to  May
     31,  2001.  For the above-mentioned services, the Company  is  to
     pay a rate of the following: $350 per hour worked; $2,400 per day
     worked  or  $21,000  per  month.  As of February  28,  2001,  the
     Company has paid $2,400 per day from December 31, 1999 to May 31,
     2000  and  $21,000 per month from April 1, 2000 to  November  30,
     2000,  for  a  total expense for this contract of  $299,000.   In
     addition to the above-mentioned amounts, the Company paid $87,853
     and  accrued  $206,000  for $293,853 of additional  expenses  for
     change orders relating to this agreement.

     Software License Agreement

     On  May  24,  2000,  the Company granted Autotote  Systems,  Inc.
     ("Autotote")   an  exclusive  license  to  use  the  intellectual
     property rights and know-how identified as "Racingo" owned by the
     Company  (see Note 3 - "Master License Agreement") to  develop  a
     software  application.  Also, under the terms of  the  agreement,
     Autotote  has licensed back to the Company an exclusive five-year
     license  renewable  for  an  additional  five-years  upon  mutual
     agreement, to use the Racingo Software with respect to  the  use,
     conduct, delivery, sale, distribution or exploitation of  Racingo
     under  the  On-and  Off-Track Racingo  License  and  the  On-line
     Racingo  License  owned  by  the Company  (see  Note  3  "License
     Agreement")

See accompanying independent auditors' report.


                                  16


                   PLAYANDWIN, INC. AND SUBSIDIARIES
                     (A DEVELOPMENT STAGE COMPANY)

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          YEARS ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000




(9)  Commitments and Contingencies, Continued:

     Software License Agreement, Continued

     In  consideration  for these terms, where Autotote  is  the  Tote
     Supplier,  the Company shall pay to Autotote a fee equal  to  the
     greater of:

          (a)     23% of the Company's take-out from all racing tracks
                  for which Autotote is the Tote Supplier;

          (b)     1.25%  of  the Racingo Wager from all racing  tracks
                  for which Autotote is the Tote Supplier.

     For  racing  tracks where Autotote is not the Tote Supplier,  the
     Company  shall pay to Autotote a fee equal to 5% of the Company's
     take-out.

     Also, the Company acknowledges that Autotote shall be entitled to
     charge  each  racing track its standard transaction or  interface
     fee of 0.125% of the Racingo Wager for that track, whether or not
     Autotote is the Tote Supplier for that track.

     Operating leases

     The Company's future minimum annual aggregate rental payments for
     office space required under operating leases that have initial or
     remaining  noncancellable lease terms in excess of  one  year  is
     $15,400 for the year ending February 28, 2002.

     Rent  expense under operating leases for the years ended February
     28,  2001  and  February 29, 2000 was approximately  $15,000  and
     $17,900, respectively.

     Litigation

     The  Company  is  involved  with certain  legal  proceedings  and
     claims, which arise in the normal course of business.  Management
     does  not believe that the outcome of these matters will  have  a
     material  adverse effect on the Company's consolidated  financial
     position or results of their operations.




See accompanying independent auditors' report.


                                  17


                   PLAYANDWIN, INC. AND SUBSIDIARIES
                     (A DEVELOPMENT STAGE COMPANY)

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
          YEARS ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000

(10) Common Stock and Warrants:

     Common Stock Split and Authorized Shares

     On October 12, 2000, the Company's Board of Directors approved  a
     4-to-1  stock  split.  All applicable share and  per  share  data
     presented  have  been adjusted for the stock  split.   Also,  the
     Company's  Board of Directors approved an increase in the  number
     of authorized shares from 50,000,000 to 200,000,000.

     Class A Common Stock

     For  the  year  ended  February 28,  2001  the  Company  had  the
     following Class A Common Stock Transactions:

     * Sold  3,660,000  shares of its common stock for gross  proceeds
       of  $858,250.   The  sales price was below the  current  market
       value  for  the shares on the dates of issuance  based  on  the
       closing  price  for the Company's common stock.  Therefore  the
       Company  recorded  a  financing  charge  of  $402,150,  with  a
       corresponding  offset  to additional paid-in  capital  for  the
       difference  between  the current market  value  and  the  gross
       sales proceeds.

     * Issued  13,991,428  shares  of  its  common  stock  valued   at
       $3,006,767,  the  current market value for the  shares  on  the
       dates  of issuance based on the closing price for the Company's
       common stock, for services rendered.

     Since  inception  through February 28,  2000,  the  Company  has,
     through  private placements, sold units, consisting of one  share
     of the Company's common stock and a warrant to purchase one share
     of  the  Company's  common stock at $0.29 per  share,  which  are
     exercisable  through March 31, 2001.  In aggregate,  the  Company
     has  issued  27,890,080 shares of its common stock and  1,589,712
     warrants for a total of $578,893.

     Class B Common Stock

     In  connection with the Company's acquisition of LYNX, the  Board
     of   Directors  authorized  13,945,040  shares  of  common  stock
     designated as Class B non-voting exchangeable shares.  Each share
     is  exchangeable into one share of the Company's Class  A  common
     stock at no cost to the holder.  The shares become exercisable in
     three installments of 4,648,347 over a three-year period on  each
     of  October 1, 2000, 2001 and 2002.  Each exchangeable share  may
     be  exchanged at the request of the Company at any time prior  to
     October 1, 2004 the exchangeable shares shall be exchanged  upon:
     (i)  the occurrence of a take over bid for all of the issued  and
     outstanding shares of the Company; or (ii) October 1, 2004.

     In October 2000, 38 stockholders of the Class B Common Stock have
     requested  for  the conversion of 4,301,681 Class B  shares  into
     4,301,681 shares of the Company's Class A Common Stock.

See accompanying independent auditors' report.


                                  18


                   PLAYANDWIN, INC. AND SUBSIDIARIES
                     (A DEVELOPMENT STAGE COMPANY)

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          YEARS ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000

(10) Common Stock and Warrants, Continued:

     Class B Common Stock, Continued

     The  following table summarizes the stock warrants issued  as  of
     February 28, 2001:

      <TABLE>
      <S>                            <C>            <C>
                                                      Exercise
                                       Warrants        Price
                                     -------------  -----------
      Outstanding April 22, 1996               -              -
      Issued                             544,700        $   0.29
                                      ----------
      Outstanding, February 28,          544,700        $   0.29
      1997
      Issued                             930,728        $   0.29
                                      ----------
      Outstanding, February 28,        1,475,428        $   0.29
      1998
      Issued                             114,284        $   0.29
                                      ----------
      Outstanding, February 28,
      2001,
        February 29, 2000,
        and February 28, 1999          1,589,712        $   0.29
                                      ==========
      </TABLE>
     The  exercisable  warrants  have  a  remaining  weighted  average
     contractual  life  of  0.08  years as of February 28, 2001, which
     expired as of March 1, 2001.

     Stock Options - Consulting Agreement

     The  Company has a Stock Option Agreement with Penguin  Petroleum
     Limited ("Penguin"), dated December 15, 1999.  Under the terms of
     the  agreement, Penguin has the option to purchase 320,000 shares
     of  the  Company's common stock in return for consulting services
     for  2  years.   200,000 of those shares were  exercisable  until
     January  17,  2000 and were exercised in January 2000,  with  the
     remaining  120,000 shares exercisable on or before  December  15,
     2001, at a price of $0.50 per share.

     In  accordance  with  SFAS No. 123, "Accounting  for  Stock-Based
     Compensation," the fair value of these options was  estimated  at
     $75,540  (the contract value will be expensed pro-rata  over  the
     life  of  the  contract)  using the Black-Scholes  option-pricing
     model   with   the   following  valuations  and  weighted-average
     assumptions:

          i)   200,000  shares  were  valued at $32,655, with dividend
               yields  of  0%,  expected volatility of 136%, risk-free
               interest rate of 5.5% and an expected life of 1 month;

          ii)  120,000  shares  were  valued at $42,885, with dividend
               yields  of  0%; expected  volatility of 136%, risk-free
               interest rates of 6.1% and an expected life of 1 year.

See accompanying independent auditors' report.


                                  19


                   PLAYANDWIN, INC. AND SUBSIDIARIES
                     (A DEVELOPMENT STAGE COMPANY)

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
          YEARS ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000

(10) Common Stock and Warrants, Continued:

     Stock Options - Board Advisors

     Four members of the advisory board were granted stock options for
     an  aggregate amount of 1,900,000 shares at a purchase  price  of
     $0.50 per share.  The options are exercisable upon grant and will
     expire five years after grant.  In accordance with SFAS No.  123,
     "Accounting  for  Stock-Based Compensation," the  fair  value  of
     these options was estimated at $409,064 (the contract value  will
     be  expensed  pro-rata over the life of the contract)  using  the
     Black-Scholes option-pricing model with the following  valuations
     and weighted-average assumptions:

          i)   300,000  shares  were  granted  on October 20, 1999 and
               valued at $84,703, with dividend yields of 0%, expected
               volatility  of  136%, risk-free interest rates of 6.03%
               and an expected life of 1 year;

          ii)  1,300,000  shares  were granted on November 8, 1999 and
               valued   at  $217,018,  with  dividend  yields  of  0%,
               expected  volatility  of 136%, risk-free interest rates
               of 6.03% and an expected life of 1 year;

          iii) 300,000  shares  were  granted  on December 4, 1999 and
               valued  at  $107,343,  with   dividend  yields  of  0%,
               expected volatility of  136%, risk-free  interest rates
               of 6.03% and an expected life of 1 year.

     The  following table summarizes the stock options  issued  as  of
     February 29, 2000:

   <TABLE>
   <S>                                 <C>               <C>
                                                            Exercise
                                          Options            Price
                                        -----------       -----------
   Outstanding April 22, 1996                     -          $      -
   Issued                                         -          $      -
                                        -----------
   Outstanding, February 28, 1997                 -          $      -
   Issued                                         -          $      -
                                        -----------
   Outstanding, February 28, 1998                 -          $      -
   Issued                                         -          $      -
                                        -----------
   Outstanding, February 28, 1999                 -          $      -
   Issued                                 2,220,000          $   0.50
   Exercised                              (320,000)          $   0.50
                                        -----------
   Outstanding, February 28, 2001 and
     February 29, 2000                    1,900,000          $   0.50
                                        ===========
   </TABLE>
     The per unit weighted-average fair value of stock options granted
     was  $0.22  on  the  date of grant.  As of February 28, 2001, the
     outstanding  stock  options  have  a  weighted  average remaining
     contractual life of 3.62 years.

See accompanying independent auditors' report.

                                   20



                   PLAYANDWIN, INC. AND SUBSIDIARIES
                     (A DEVELOPMENT STAGE COMPANY)

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
          YEARS ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000

(11) Income Taxes:

     The components of the provision for income taxes is as follows:

     <TABLE>
     <S>                         <C>            <C>
                                  February 28    February 29,
                                    2001             2000
                                 ----------      ------------
     Current tax expense:
       U.S. Federal                $      -         $      -
       State and local                    -                -
                                  ---------        ---------
       Total current                      -                -
     Deferred tax expense:        ---------        ---------
       U.S. Federal                       -                -
       State and local                    -                -
                                  ---------        ---------
       Total deferred                     -                -
                                  ---------        ---------
         Total tax provision
          from continuing
          operations               $      -         $      -
                                  =========        =========
     </TABLE>

     <TABLE>
     <S>                           <C>             <C>
                                    February 28    February 29,
                                      2001            2000
                                   ----------      ----------
     Federal income taxes rate          34.0%          34.0%
     Effect of valuation
     allowance                        (34.0)%         (34.0)%
                                    ---------      ----------
     Effective income tax rate              -               -
                                    =========      ==========
     </TABLE>

     Deferred  tax  assets  and liabilities  reflect the net effect of
     temporary  differences  between the carrying amount of assets and
     liabilities for financial reporting purposes and amounts used for
     income  tax  purposes.   Significant  components of the Company's
     deferred tax assets and liabilities are as follows:

     <TABLE>
     <S>                         <C>              <C>
                                   February 28,     February 29,
                                       2001             2000
                                  -------------      -----------
     Deferred tax assets:
       Loss carryforwards           $   801,000       $   389,000
       Less valuation allowance       (801,000)         (389,000)
                                  -------------      ------------
     Net deferred tax assets        $         -       $         -
                                  =============      ============
     </TABLE>
     At  February  28,  2001,  the Company has  provided  a  valuation
     allowance  for  the deferred tax asset since management  has  not
     been able to determine whether the asset is realizable.  The  net
     change  in  the valuation allowance for the years ended  February
     28,  2001  and  February  29,  2000  increased  by  $412,000  and
     $185,000, respectively.  Net operating loss carryforwards  expire
     starting in 2004.

See accompanying independent auditors' report.

                                  21


                   PLAYANDWIN, INC. AND SUBSIDIARIES
                     (A DEVELOPMENT STAGE COMPANY)

        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

          YEARS ENDED FEBRUARY 28, 2001 AND FEBRUARY 29, 2000




(12) Subsequent Event:

     Loan Payable to Stockholder

     On  June  6,  2001,  the Company renegotiated  its  $75,000  loan
     payable to a stockholder for the unpaid principal and interest to
     be  converted into 1,500,000 shares of the Company's common stock
     at  a  rate of $0.05 per share, which is the current market value
     based on the closing price for the Company's common stock on  the
     date of conversion.




See accompanying independent auditors' report.


                                    22


          EXHIBITS

  2.1  Share  Exchange  Agreement  with Lynx  Gaming  Corp  is  hereby
       incorporated  by  reference  to  exhibit  2.1  on  the  amended
       Form 10-SB filed on May 31, 2000

  2.2  Share  Exchange Agreement with P.E.S.T. Creative  Gaming  Corp.
       is  hereby  incorporated by reference to  exhibit  2.2  on  the
       amended Form 10-SB filed on May 31, 2000

  3.1a The   exhibits,  consisting  of  the  Company's   Articles   of
       Incorporation, are attached to the Company's Amended  Form  10-
       SB,  filed on May 31, 2000. These exhibits are incorporated  by
       reference to that Form.

  3.1b The  Company's  Certificate of Change Pursuant  NRS  78.209  is
       hereby  incorporated by reference to exhibit 3.1b as  filed  on
       October 24, 2000.

  3.2  The  exhibits, consisting of the Company's Bylaws are  attached
       to  the  Company's Amended Form 10-SB, filed on May  10,  1999.
       These exhibits are incorporated by reference to that Form.

  10.1 Master  License Agreement is hereby incorporated  by  reference
       to  exhibit  10.1 on the amended Form 10-SB filed  on  May  31,
       2000

  10.2 Internet  License Agreement is hereby incorporated by reference
       to  exhibit  10.2 on the amended Form 10-SB filed  on  May  31,
       2000

  10.3 Letter  of  Agreement is hereby incorporated  by  reference  to
       exhibit 10.3 on the amended Form 10-SB filed on May 31, 2000

  10.4 On-   and   Off-Track  Betting  License  Agreement  is   hereby
       incorporated  by  reference  to exhibit  10.4  on  the  amended
       Form 10-SB filed on May 31, 2000

  10.5 Software  Development  Agreement  is  hereby  incorporated   by
       reference  to exhibit 10.5 on the amended Form 10-SB  filed  on
       May 31, 2000

  10.6 Memorandum   of   Understanding  is  hereby   incorporated   by
       reference  to exhibit 10.6 on the amended Form 10-SB  filed  on
       May 31, 2000

  10.7 Stock Option Agreement - Penguin Petrolium Products Limited  is
       hereby  incorporated  by  reference  to  exhibit  10.7  on  the
       amended Form 10-SB filed on May 31, 2000

  10.8 Stock   Option   Agreement   -  Stephen   Peskoff   is   hereby
       incorporated  by  reference  to exhibit  10.8  on  the  amended
       Form 10-SB filed on May 31, 2000

  10.9 Stock   Option  Agreement  -  Andrew  DeFrancesco   is   hereby
       incorporated  by  reference  to exhibit  10.9  on  the  amended
       Form 10-SB filed on May 31, 2000

  10.10      Stock  Option  Agreement  - Douglas  McFadden  is  hereby
       incorporated  by  reference to exhibit  10.10  on  the  amended
       Form 10-SB filed on May 31, 2000

  10.11       Stock   Option  Agreement  -  Adam  Hawkins  is   hereby
       incorporated  by  reference to exhibit  10.11  on  the  amended
       Form 10-SB filed on May 31, 2000

  10.12      The  Racingo Tote Services And Software License Agreement
       are  herebey  incorporated by reference to exhibit  10  on  the
       Form 10-KSB as filed on June 14, 2000.

  10.13      The  Racingo Tote Services And Software License Agreement
       is  hereby  incorporated by reference to exhibit  10.1  on  the
       Form 10-QSB as filed on July 17, 2000.

  10.14      Racingo  Rules and Regulations is hereby incorporated  by
       reference to exhibit 10.2 on the Form 10-QSB as filed  on  July
       17, 2000.

  10.15       Letter   of   Intent  with  Penn  National   is   hereby
       incorporated by reference to exhibit 10 on the Form  10-QSB  as
       filed on October 24, 2000.

  10.16      Hub  Agreement with Penn National is hereby  incorporated
       by  reference  to  exhibit  10.1 on Form  10-QSB  as  filed  on
       January 22, 2001.

  16.1 Letter   re   change   in  certifying  accountant   is   hereby
       incorporated  by  reference  to  exhibit  16  on  the   amended
       Form 10-SB filed on May 31, 2000

  16.2 Letter re change in certifying accountant is hereby
       incorporated by reference to exhibit 16 on the amended Form 8-
       K filed on April 23, 2001

  21   Subsidiaries
       Playandwin Canada, Inc. ("PWIN Canada" - incorporated in
       Ontario, Canada) - 100% owned by the Company;
       Lynx Gaming Corp. ("Lynx" - incorporated in Ontario, Canada) -
       100% owned by PWIN Canada;
       P.E.S.T. Creative Gaming Corp. ("P.E.S.T." - incorporated in
       Ontario, Canada) - 95% owned by Lynx Gaming Corp. and 5% owned
       by PWIN Canada;
       Racingo Investments Ltd. ("RIL" - incorporated in Delaware) -
       owned equally by P.E.S.T. Winning Games Inc. and International
       Gaming Strategies Limited. (fka PacCanUs, Inc.)

                              SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act,
the  Registrant caused this report to be signed on its behalf  by  the
undersigned, thereunto duly authorized.



                           Playandwin, Inc.



                           By: /s/ Stewart Garner
                              Stewart Garner, President



                           Date: June 14, 2001