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 29, 2000   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 February 29, 2000:   $0

Aggregate market value of the voting and non-voting common equity
held by non-affiliates based on the price of $2 per share (the
selling or average bid and asked price) as of June 1, 2000:
$14,805,714

              DOCUMENTS INCORPORATED BY REFERENCE:

The  Company's  Form  10-SB/A, filed on May  31,  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.

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


The  Company's business is the development, marketing,  promotion
and  sale  of  a  pari-mutuel  bingo-type  wager  game  known  as
"RACINGO".  As in Bingo, the object is to form a winning  pattern
out of numbers randomly placed on a grid. In RACINGO, the winning
numbers  are  selected by the outcome of one  or  more  horse  or
greyhound   races.  RACINGO  combines  the  ease  of  Bingo   and
excitement of horse races with lottery-size jackpots.


                        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;(see Acquisition Section)

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;(see Acquisition Section)

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
     3,429,118  Class  B  nonvoting common shares  ("Exchangeable
     Shares")  for 6,858,236 shares of Lynx's common  stock;  ii)
     exchanged   368,857   warrants  to   purchase   368,857   of
     Exchangeable Shares at $1.16 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 $0.58  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 $1.16.  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
     57,144  Exchangeable Shares, for 114,288  shares  of  PEST's
     common  stock; and i) exchanged 28,571 warrants to  purchase
     28,571  Exchangeable Shares at $1.16 per share,  for  28,571
     warrants to purchase 28,571 shares of PEST's common stock at
     $0.58 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 $1.16.  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

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.,
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.

                          PacCanUs Inc.

The  Company  recently entered into a consulting  agreement  with
PacCanUs, Inc. ("Newco") Under the terms of the agreement,  Newco
will provide the following:

     Newco shall provide service, information and advice to  PWIN
in the following areas:
     (1)  to  help  PWIN secure a formal deal with Autotote  Inc.
          ("Autotote");
(2)  to help PWIN prepare and follow through a critical path to
ensure the above-noted arrangements with Autotote are acted on on
a timely basis;
(3)  to prepare presentations in multi-media format necessary to
sell the RACINGO Concept to potential buyers including
racetracks;
(4)  to help PWIN in choosing and recruiting the appropriate
personnel necessary to successfully launch RACINGO; and
(5)  to act as the strategic adviser to PWIN's Creative Review
Board for any marketing, advertising concepts brought forward to
promote the game in venues controlled by PWIN under the RACINGO
Licenses.
In  consideration for the services provided by Newco, the Company
will pay Newco a fee each month based on the following:
          (1)  $350.00 per hour;
(2)  $2,400.00 per day;
(3)  $21,000.00 per month;

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
$7.42/square foot for  the  first  year;  $7.75/square foot for
the second year; and $8.09/square foot 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 29, 2000.

                             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.
            <TABLE>
            <S>               <C>        <C>
            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,      2.37       2.62
            2000
            May 31, 2000      1.62       2.50
            </TABLE>

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.

          Approximate Number of Equity Security Holders

At February 29, 2000, there were approximately 10 active holders of
record of the Company's common stock. The Company believes that many
additional holders of the Company's common stock are unidentified
because there are approximately 4,834,500 shares held by brokers in
nominee accounts or "street name".

                            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 April 16, 1998, the Company issued 57,142 shares of its common
stock for consideration of $53,432.

On  October  20, 1999, the Company issued 50,000  shares  of  its
common stock for consideration of $75,000.

On  November  11, 1999, the Company issued 50,000 shares  of  its
common stock for consideration of $75,000.


On  January  20,  2000, Penguin exercised 20,000  shares  of  the
80,000 options granted to Penguin. (see Item 11; Note 1, below)

On February 3, 2000, penguin exercised 18,750 shares of the 80,000
options granted to Penguin (see Item 11, Note 1, below)

On February 20, 2000 Penguin exercised 11,250 shares of the 80,000
options granted to Penguin (see Item 11; Note 1, below)

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.

                        Plan of Operation

The  Company's Plan of Operation has not changed since the filing
of its amended Form 10-SB. The description of the current plan of
operation is incorporated by reference to Section 2 of that amended
Form 10-SB filed with the SEC on May 31, 2000.

  Management's Discussion and Analysis of Financial Conditions

Results of Operations - Comparison February 29, 2000 and February
                        28, 1999

For  the  years  ended February 29, 2000 and February  28,  1999,
General  land Administrative expenses ("G&A") consisted primarily
of  professional  fees, write-off of trademark  expenditures  and
amounts  due from a related company, and other general  corporate
expenses. G&A for the year ended 2000 was approximately $547,000,
which  was a $360,000 increase over 1999, which was approximately
$187,000.  The  primary  reasons  for  the  increase  was  i)  an
approximate $130,000 write-off of legal fees related to trademark
activities previously capitalized, because the costs were  deemed
not to have benefits in future years; ii) a $180,000 increase  in
professional  fees  for  costs incurred  to  become  a  reporting
company and consultants hired to assist in the implementation and
development of the Company's operations; and iii) a $44,000 write-
off of the loan to a related company due to its insolvency.

Liquidity and Capital Resources

Historically  the  Company  has not incurred  any  revenues.  The
current  years  operating  cash  flow  deficit  of  approximately
$296,000 was funded by a $84,000 convertible promissory note  and
$250,000  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
estimated  to  be approximately $3,000,000 U.S.;  ii)  begin  the
operations of the Fantasy Racingo based operations estimated  to
be   approximately   $550,000  U.S.;   and   iii)   general   and
administrative costs estimated to be approximately $700,000  U.S.
The  company  must  also  arrange for  insurance  for  guaranteed
jackpots.  Management has been in discussion  with  an  insurance
carrier  and  has  an estimated cost of $50,000  per  $1  million
guaranteed.

The Company estimates that the above requirements will be expended
during the fiscal year 2001.
As of the date of this Form 10-KSB, the Company has entered into a
non-exclusive  "best  efforts basis"  private  placement  of  its
equity  securities  with  an  investment  banking  firm,  Private
Capital  Group, Inc., Clearwater, Florida, to raise the  required
funds   under  the  commitments.  Private  Capital  Group,   Inc.
specializes   in   facilitating  growth  capital   for   emerging
companies.

                            Employees

The  Company's  only  employees  at  the  present  time  are  its
president  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.

                        Subsequent Events

On  May 24, 2000, the Company entered a Racingo Tote Services And
Software  License  Agreement  with Autotote  Systems,  Inc.  This
agreement   is   to   replace  the  Non-Binding   Memorandum   of
Understanding  dated February 7, 2000. Under  the  terms  of  the
Agreement, Autotote has granted the Company an exclusive five (5)
year  license (the "Racingo Software License"), renewable for  an
additional  five  (5)  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.  The
Company  will  grant Autotote an exclusive license (the  "Racingo
License"),   for  the  term  of  this  Agreement,  to   use   the
intellectual  property rights and know-how identified  under  the
terms  "Racingo",  "Racingo  Copyrights",  "Racingo  Patent"  and
"Racingo Trademarks". In consideration for these terms,

5.1   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; or

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

5.2   Where Autotote is not the Tote Supplier. The Company  shall
pay  to Autotote a fee equal to 5% of the Company's Take-Out from
all racing tracks for which Autotote is not the Tote Supplier.

5.3   Transaction / Interface Fees. 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.

On  March  30,  2000, the Company issued 175,000  shares  of  its
common stock for a consideration of $306,250 pursuant to Rule 504
of Regulation D to one investor.

On March 31, 2000, the Company issued 2,857 shares of its common
stock for services rendered. The shares were valued at $5,000
which was the current market value of the Company's common stock
on the date of issuance.

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.
      1.      i.     The   Company's  principal  accountant   was
               dismissed on December 31, 1999

            ii.  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.

            iii. The decision to change accountants was approved by the board
               of directors.

            iv.  A.        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.
       2.    A  new  accountant has been 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:

            ii.  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, or

iii. any matter that was the subject of a disagreement or event
identified in response to paragraph 1(iv) of this Item.
       3.   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.

                            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:

<TABLE>

<S>                      <C>               <C>

Name                     Age               Position
Stewart Garner           34                President/Secretary/T
                                           reasurer/Director
Douglas McFadden         67                Director
</TABLE>

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.

ITEM 10.  EXECUTIVE COMPENSATION

The  President  of Playandwin, Inc. is entitled to  a  salary  of
US$4,000  per month, Effective September 1, 1999, 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

<TABLE>

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

                                             Awards            Payout
                                                               s

Name and        Year  Salary   Bonus( Other  Restric  Securit  LTIP    All
Position              ($)      1) ($) Annua  ted      ies      Payout  oth
                                      l      Stock    underly  s ($)   er
                                      Comp.  Awards   ing              Com
                                      ($)    ($)      options          p.
                                                      / SARs           ($)
                                                      (#)
Stewart Garner, 2000  $24,000
President and
Director
</TABLE>

              Option /SAR Grant in Last Fiscal Year

                        Individual Grants

<TABLE>

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

Name                Number of     Percent of total  Exercise or base   Expiration
                   securities      options / SARs     price ($/sh)        Date
                   underlying        granted to
                 options / SARs     employees in
                   Granted (#)    last fiscal year
Stephen         250,000                             $2.00/sh     11/200
Peskoff,                                                         4
Advisory Board
Andrew          75,000                              $2.00/sh          10/2004
DeFrancesco,
Advisory Board
Douglas         75,000                              $2.00/sh          11/2004
McFadden,
Director
Adam Hawkins,   75,000                              $2.00/sh          11/2004
Lottery Advisor
</TABLE>

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

The  following table sets forth each person known to the Company,
as  of June 1, 2000, 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:

<TABLE>

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

Title of   Name/Address         Shares            Percentage
Class      of Owner             Beneficially      Ownership
                                Owned
Common     Randy J. McDowell    525,000           7.09%
           100 N. Wallace #232
           Las Vegas, NV 89129
Common     William L. Thompson  1,375,000         18.57%
           RR #7 Woodstock
           Ontario, Canada
           N4S 7W2
Common     Douglas McFadden     75,000            1.01%
           26 Benson Ave.
           Suite 202
           Richmond, Ontario
           L4C 4E6
Common     Total Ownership of   75,000            1.01%
           Officers and
           Directors (1
           individual - Stock
           Option see Note 1)
</TABLE>

Members of Advisory Board Stock Options (if exercised)

<TABLE>

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

Title of   Name/Address of Owner     Shares            Percentage
Class                                Beneficially      Ownership
                                     Owned
Common     Stephen Peskoff           250,000           3.16%
           c/o Underhill Investment
           Corp.
           1001 Nineteenth Street
           N.
           10th Floor
           Arlington, VA 22209
Common     Andrew DeFrancesco        75,000            0.95%
           225 Richmond Street West
           Suite 403
           Toronto, Ontario M5V-1W2
Common     Douglas McFadden          75,000            0.95%
           26 Benson Ave.
           Suite 202
           Richmond, Ontario L4C
           4E6
Common     Adam Hawkins              75,000            0.95%
           140 Eastbourne Ave.
           Toronto, Ontario M5P-2G6
Common     Total Ownership by        475,000           6.01%
           Members of Advisory
           Board Stock Options
           (4 Members)
</TABLE>

Effect to Beneficial Owners (if Options are exercised)

<TABLE>

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

Title of   Name/Address of Owner     Shares            Percentage
Class                                Beneficially      Ownership
                                     Owned
Common     Randy J. McDowell         525,000           6.64%
           100 N. Wallace #232
           Las Vegas, NV 89129
Common     William L. Thompson       1,375,000         17.39%
           RR #7 Woodstock
           Ontario, Canada N4S 7W2
Common     Total Ownership over 5%   1,900,000         24.03%
           and Officers and
           Directors
</TABLE>

Effect to Beneficial Owners (If Exchangeable Shares and Warrants
are Exercised)

<TABLE>

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

Title of   Name/Address         Shares            Percentage
Class      of Owner             Beneficially      Ownership
                                Owned
Common     Stewart Garner       552,500(Note 2)    4.90%
           142 Collingwood St.
           Barrie, Ontario
           L4M 5M3
Common     Consular Investment  1,320,006(Note 2)  11.70%
           Corp.
           53 Standish Ave.
           Torontao, Ontario
           M4W 3B2
Common     Randy J. McDowell    525,000            4.65%
           100 N. Wallace #232
           Las Vegas, NV 89129
Common     William L. Thompson  1,375,000          12.18%
           R.R. #7 Woodstock,
           Ontario, Canada
           N4S 7W2
Common     Total ownership      3,772,506          33.43%
           over 5%
</TABLE>


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 80,000  shares  of
the  Company's common stock at $2.00 per shares, of which  50,000
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 475,000 shares at a purchase price of $2.00
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 1,162,087 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 3,486,262 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.

Currently the exchangeable shares and warrants are non-voting.
Upon exercise, the shareholders will receive voting Class A
Common Stock.

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.

Andrew  DeFrancesco,  a  member of the  Advisory  Board,  is  the
current  President and Chairman of the Board for Internet  Sports
Network, Inc.

Douglas  McFadden is also the Director of Marketing for  Internet
Sports Network, Inc.

ITEM 13.  FINANCIAL STATEMENTS AND EXHIBITS.

FINANCIAL STATEMENTS

          Reports  of  Independent Auditor, Merdinger,  Fruchter,
            Rosen & Corso, P.C. dated June 7, 2000.

          Consolidated Balance Sheet as of February 29, 2000  and
            February 28, 1999

          Consolidated Statement of Operations for the years then
            ended  and  for  the  period  from  April  22,   1996
            (inception) to February 29, 2000

          Consolidated Statement of Stockholders' Equity for  the
            years  then ended and for the period from  April  22,
            1996 (inception) to February 29, 2000

          Consolidated Statement of Cash Flows for the years then
            ended  and  for  the  period  from  April  22,   1996
            (inception) to February 29, 2000

          Notes to Consolidated Financial Statements

                  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 SHEETS

<TABLE>
<S>                                                <C>             <C>
                                                 February 29,   February 28,
                                                         2000          1999
   ASSETS
  CURRENT ASSETS
   Cash and cash equivalents                        $     9,555     $         -
   Prepaid expenses and other current assets            431,778               -
   Due from related company                                   -          43,840
      Total Current Assets                              441,333          43,840

  INVESTMENT                                              1,036               -

  FURNITURE AND EQUIPMENT, net                           12,365           8,113

  INTELLECTUAL PROPERTY                                  39,766         123,132
       TOTAL ASSETS                                 $   494,500     $   175,085

   LIABILITIES AND STOCKHOLDERS' EQUITY
  (DEFICIENCY)
  CURRENT LIABILITIES
   Book overdraft                                   $        -      $     8,743
   Accounts payable and accrued expenses                216,035         150,009
   Loans payable - stockholders                          31,391          31,391
   Convertible note payable                              84,238               -
      Total Current Liabilities                         331,664         190,143

  COMMITMENTS AND CONTINCENCIES (Note 8)                      -               -

  STOCKHOLDERS' EQUITY (DEFICIENCY)
   Common stock, par value $0.001;
    Class A - 50,000,000 shares authorized;
    7,225,000 and 3,486,260 shares
    issued and outstanding                                7,225           3,487
    Class B -  3,486,260 shares authorized,
    issued and outstanding                                3,487               -
   Additional paid-in capital                         1,302,375         575,406
   Accumulated foreign currency translation             (4,782)           4,606
  adjustment
   Deficit accumulated during the development        (1,145,469       (598,557)
  stage                                                       )
      Total Stockholders' Equity (Deficiency)           162,836       (15,058)
       TOTAL LIABILITIES AND STOCKHOLDERS'
        EQUITY (DEFICIENCY)                         $   494,500    $   175,085





  </TABLE>
The accompanying notes are an integral part of these consolidated
                      financial statements.

                              - 2 -




                PLAYANDWIN, INC. AND SUBSIDARIES
                  (A DEVELOPMENT STAGE COMPANY)
              CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<S>                                   <C>               <C>               <C>
                                                                  April 22, 1996
                                     Year ended     Year ended    (Inception) to
                                     February 29,  February 28,     February 29,
                                         2000            1999            2000

REVENUES                            $         -    $           -  $           -

GENERAL AND ADMINISTRATIVE EXPENSES     546,912         186,517        1,145,469

LOSS  FROM OPERATIONS BEFORE INCOME   (546,912)       (186,517)      (1,145,469)
TAXES

PROVISION FOR INCOME TAXES                    -               -                -

NET LOSS                              (546,912)        (186,517      (1,145,469)

OTHER  COMPREHENSIVE LOSS,  net  of
tax
    Foreign   currency  translation     (9,388)         (4,950)          (4,782)
adjustment
COMPREHENSIVE LOSS                  $ (556,300)     $ (191,467)    $ (1,150,251)

LOSS  PER COMMON SHARE - basic  and $   (0.08)      $    (0.05)    $      (0.23)
diluted

WEIGHTED AVERAGE NUMBER OF COMMON
   SHARE  OUTSTANDING -  basic  and   7,118,979       3,486,260        5,032,774
diluted


















</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.

                              - 3 -
                        PLAYANDWIN, INC. AND SUBSIDAIRIES
                          (A DEVELOPMENT STAGE COMPANY)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                     FEBRUARY 29, 2000 AND FEBRUARY 28, 1999
<TABLE>
<S>             <C>         <C>      <C>          <C>        <C>             <C>             <C>             <C>
                                                                     Accumulated     Deficit
                            Common Stock                                Foreign     Accumulated        Total
                                                       Additional     Currency         During        Stockholders'
                                                                                         the
                       Class A           Class B         Paid-in       Translation   Development        Equity
                 Shares    Amount  Shares    Amount       Capital      Adjustment       Stage        (Deficiency)
Balance at            -      $  -         -   $    -    $         -    $        -      $         -    $         -
April 22, 1996
  Shares issued                           -
for cash
 04/22/96 at    440,000       440         -        -          1,654               -               -          2,094
$0.005 per
share
 04/22/96 at     25,000        25         -        -            159               -               -            184
$0.007 per
share
 06/24/96 at  1,540,006     1,540         -        -         24,834               -               -         26,374
$0.017 per
share
 08/06/96 at     45,000        45         -        -          6,501               -               -          6,546
$0.145 per
share
 12/31/96 at    168,750       169         -        -         49,388               -               -         49,557
$0.294 per
share
 12/31/96 at    720,000       720         -        -         23,192               -               -         23,912
$0.033 per
share
 01/17/97 at     25,000        25         -        -          7,441               -               -          7,466
$0.299 per
share
 Foreign              -         -         -        -              -           2,216               -          2,216
currency
translation
adjustment
 Net loss             -         -         -        -              -               -       (103,485)      (103,485)
Balance at    2,963,756     2,964         -        -        113,169           2,216       (103,485)         14,864
February 28,
1997

 Shares issued
for cash
 03/26/97 at     10,000        10         -        -          4,850               -               -          4,860
$0.486 per
share
 04/01/97at       2,500         3         -        -            691               -               -            694
$0.278 per
share
 04/04/97 at      5,000         5         -        -          3,466               -               -          3,471
$0.694 per
share
 04/06/97 at      3,000         3         -        -          2,079               -               -          2,082
$0.694 per
share
 04/20/97 at      5,000         5         -        -            689               -               -            694
$0.139 per
share
 05/15/97 at    439,862       440         -        -        397,087               -               -        397,527
$0.904 per
share
 Foreign              -         -         -        -              -           7,340               -          7,340
currency
translation
adjustment
 Net loss             -         -         -        -              -               -       (308,555)      (308,555)
Balance at    3,429,118    $3,430         -   $    -    $   522,031    $       9,556    $ (412,040)    $   122,977
February 28,
1998
</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.
                                      - 4 -
                        PLAYANDWIN, INC. AND SUBSIDIARIES
                          (A DEVELOPMENT STAGE COMPANY)
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                     FEBRUARY 29, 2000 AND FEBRUARY 28, 1999
<TABLE>
<S>          <C>           <C>      <C>            <C>           <C>             <C>             <C>              <C>
                                                                             Accumulated     Deficit
                                                                              Foreign       Accumulated        Total
                            Common Stock                    Additional       Currency      During the     Stockholders'
                   Class A               Class B            Paid-in        Translation    Development       Equity
               Shares     Amount    Shares      Amount        Capital       Adjustment      Stage        (Deficiency)

Balance at    3,429,118   $3,430           -    $      -    $   522,031    $     9,556    $  (412,040)   $122,977
February 28,
1998
 Shares                                    -           -
issued for
Cash
 04/16/98 at     57,142        57          -           -        53,375             -               -        53,432
$0.935 per
share
 Foreign              -         -          -           -             -       (4,950)               -       (4,950)
currency
translation
adjustment
 Net loss             -         -          -           -             -             -       (186,517)     (186,517)
Balance at    3,486,260     3,487          -           -       575,406         4,606       (598,557)      (15,058)
February 28,
1999

 Issuance of (3,486,260)   (3,487)  3,486,260       3,487            -             -               -             -
Class B
Common Stock
 Issuance of  7,075,000     7,075          -           -      ( 7,485)             -               -         (410)
shares of
acquisition
of
Playandwin
 Shares
issued for
cash
 10/20/99 at     50,000        50          -           -        74,950             -               -        75,000
$1.50 per
share
 01/17/99 at     50,000        50          -           -        74,950             -               -        75,000
$1.50 per
share
 01/20/00 at     20,000        20          -           -        39,980             -               -        40,000
$2.00 per
share
 02/03/00 at     18,750        19          -           -        37,481             -               -        37,500
$2.00 per
share
 02/20/00 at     11,250        11          -           -        22,489             -               -        22,500
$2.00 per
share
 Issuance of          -         -          -           -       484,604             -               -       484,604
options for
services
 Foreign              -         -          -           -             -       (9,388)               -       (9,388)
currency
translation
adjustment
 Net loss             -         -          -           -             -             -       (546,912)     (546,912)
Balance at    7,225,000    7,225  $3,486,260    $   3,487    $ 1,302,375    $   (4,782)  $(1,145,469)  $   162,836
February 29,
2000



</TABLE>
The accompanying notes are an integral part of these consolidated financial
statements.

                                      - 5 -
                PLAYANDWIN, INC. AND SUBSIDIAIRES
                  (A DEVELOPMENT STAGE COMPANY)
              CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<S>                                 <C>               <C>              <C>
                                                                 April 22, 1996
                                  Year Ended       Year Ended    (Inception) to
                                   February 29,   February 28,      February 29,
                                        2000           1999             2000
CASH FLOWS FROM OPERATING
ACTIVITIES
  Net loss                        $   (546,912)    $   (186,517)   $(1,145,469)
  Adjustments to reconcile net
loss to net cash used
   in operating activities
   Depreciation and amortization        82,837           2,767           89,231
   Write-off of due from related        43,840               -           43,840
company
   Write-off of intellectual            86,620               -           86,620
property
   Changes in assets and
liabilities
    Prepaid expenses and other        (27,869)          11,227         (30,101)
current assets
    Accounts payable and accrued        65,706          86,687          215,715
expenses
NET CASH USED IN OPERATING           (295,778)        (85,836)        (740,164)
ACTIVITIES

CASH FLOWS FROM INVESTING
ACTIVITIES
  Advances to related company                -               -         (56,944)
  Repayments from related company            -          13,104           13,104
  Investment                           (1,036)               -          (1,036)
  Purchase of furniture and            (6,484)               -         (18,759)
equipment
  Purchase of intellectual             (3,254)        (16,218)        (126,386)
property
NET CASH USED IN INVESTING            (10,774)         (3,114)        (190,021)
ACTIVITIES

CASH FLOWS FROM FINANCING
ACTIVITIES
  Increase (decrease) in book          (8,743)           8,743                -
overdraft
  Proceeds from loans payable -              -          31,391           31,391
stockholders
  Proceeds from convertible note        84,238               -           84,238
payable
  Issuance of common stock for         250,000          53,432          828,893
cash
NET CASH PROVIDED BY FINANCING
  ACTIVITIES                           325,495          93,566          944,522

CHANGE IN FOREIGN CURRENCY
TRANSLATION
  ADJUSTMENT                           (9,388)         (4,950)          (4,782)

NET CHANGE IN CASH AND CASH
  EQUIVALENTS                            9,555           (344)            9,555

CASH AND CASH EQUIVALENTS,
beginning
  of period                                  -             334                -

CASH AND CASH EQUIVALENTS, end of $      9,555     $        -      $      9,555
period

SUPPLEMENTAL DISCLOSURES OF CASH
FLOW
  INFORMATION
  Cash Paid During the Period for
   Interest                       $          -    $          -     $          -
   Income taxes                   $          -    $          -     $          -
</TABLE>
The accompanying notes are an integral part of these consolidated
financial statements.
                              - 6 -
                PLAYANDWIN, INC. AND SUBSIDIAIRES
                  (A DEVELOPMENT STAGE COMPANY)
              CONSOLIDATED STATEMENTS OF CASH FLOWS
             FEBRUARY 29, 2000 AND FEBRUARY 28, 1999


NON-CASH INVESTING AND FINANCING TRANSACTIONS

For  the  year  ended February 29, 2000, the Company  granted  an
option to purchase 80,000 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 475,000 shares of the Company's common stock in return
for services rendered. The options were valued at $409,064.























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

                              - 7 -
                PLAYANDWIN, INC. AND SUBSIDIAIRES
                  (A DEVELOPMENT STAGE COMPANY)
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             FEBRUARY 29, 2000 AND FEBRUARY 28, 1999



NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          Nature of Operations
          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"),   see  Note  2  -  Acquisitions  for   further
         details.

          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 and no  established
          source  of  revenues.  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.









                              - 8 -
                PLAYANDWIN, INC. AND SUBSIDIARIES
                  (A DEVELOPMENT STAGE COMPANY)
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             FEBRUARY 29, 2000 AND FEBRUARY 28, 1999



NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

          Basis of Presentation (Continued)

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 third calendar quarter of  2000.
               However, Management does not expect the Company to
               generate net income or positive cash flow for  its
               fiscal year ended February 28, 2001.
               Management expects to fund any negative cash flows
               or  capital expenditures from a private  placement
               in  the amount of $6,000,000 or other sales of the
               Company's  securities as may be deemed appropriate
               by the Company's Board of Directors.

          Use  of  Estimates  in  the  Preparation  of  Financial
     Statements
          The  preparation of financial statements in  conformity
          with  generally accepted accounting principles requires
          management  to  make  estimates  and  assumptions  that
          affect  the  reported amount 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  reported
          period.   Actual  results  could  differ   from   those
          estimates.

          Fair Value of Financial Instruments
         The   Company   measures   its  financial   assets   and
          liabilities  in  accordance  with  generally   accepted
          accounting  principles.  For certain of  the  Company's
          financial   instruments,  including   cash   and   cash
          equivalents, accounts payable and accrued expenses, the
          carrying  amounts approximate fair value due  to  their
          short maturities.  The amounts owed for loans payable -
          stockholders   and   convertible  note   payable   also
          approximate fair value because the interest  rates  and
          terms are substantially the same as market.

          Cash and Cash Equivalents
          The  Company  considers all highly  liquid  investments
          purchased  with original maturities of three months  or
          less to be cash equivalents.

          Concentration of Credit Risk
         From  time to time the Company places its cash  in  what
          it believes to be credit-worthy financial institutions.
          However,  cash balances may exceed FDIC insured  levels
          at various times during the year.

         Investment
         The  investment in Racingo Investments Ltd.  ("RIL")  is
          recorded  at  cost.  The  Company  owns  a  10%  equity
          investment in RIL and as of February 29, 2000,  RIL  is
          inactive.



                             -  9 -
                PLAYANDWIN, INC. AND SUBSIDARIES
                  (A DEVELOPMENT STAGE COMPANY)
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             FEBRUARY 29, 2000 AND FEBRUARY 28, 1999



NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

         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.

          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 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. When
          required, impairment losses on assets to be held  and
          used  are recognized based on the fair value  of  the
          assets  and long-lived assets to be disposed  of  are
          reported  at  the lower of carrying  amount  or  fair
          value 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 $15,000 for the  year
          ended  February 29, 2000 and $26,000 for the year ended
          February 28, 1999.












                             - 10 -
                PLAYANDWIN, INC. AND SUBSIDARIES
                  (A DEVELOPMENT STAGE COMPANY)
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             FEBRUARY 29, 2000 AND FEBRUARY 28, 1999



NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

          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 of 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.

          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  additional  common  shares   were
          dilutive.  At February 29, 2000 and February 28,  1999,
          the weighted average shares outstanding would have been
          increased  by  872,428  and  397,428  shares   of   the
          Company's  common stock if the issued  and  exercisable
          stock options and warrants would have been dilutive.

          Comprehensive Income
          In  June 1998, the FASB issued SFAS No. 131, "Reporting
          Comprehensive   Income."  SFAS  No.   130   establishes
          standards   for   the   reporting   and   display    of
          comprehensive   income  and  its  components   in   the
          financial statements.

         Impact of Year 2000 Issue
          During  the  year ended February 29, 2000, the  Company
         conducted  an assessment of issues related to  the  Year
         2000  and determined that it was necessary to modify  or
         replace  portions  of its software in  order  to  ensure
         that  its  computer systems will properly utilize  dates
         beyond  December  31, 1999. The Company  completed  Year
         2000  systems  modifications and  conversions  in  1999.
         Costs associated with becoming Year 2000 compliant  were
         not   material.   At  this  time,  the  Company   cannot
         determine the impact the Year 2000 will have on its  key
         customers  or suppliers.  If the Company's customers  or
         suppliers  don't convert their systems  to  become  Year
         2000  compliant, the Company may be adversely  impacted.
         The  Company  is  addressing these  risks  in  order  to
         reduce the impact on the Company.





                             - 11 -
                PLAYANDWIN, INC. AND SUBSIDARIES
                  (A DEVELOPMENT STAGE COMPANY)
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             FEBRUARY 29, 2000 AND FEBRUARY 28, 1999



NOTE 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 received (i) 3,486,260  warrants,
          which enable the holders to receive 3,486,260 shares of
          the  Company's  common stock, for 6,972,520  shares  of
          LYNX's common stock; (ii) exchanged 397,428 warrants to
          purchase  397,428 shares of the Company's common  stock
          at  $1.16 per share, exercisable until March 31,  2001,
          for  794,856 warrants to purchase 794,856 shares of the
          LYNX's common stock at $0.58 per share.

          The  3,486,261 warrants  which  are convertible, at  no
          cost  to  the holder,  into shares of the Company's
          common  stock  in three  instalments  of  1,162,087
          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 the
          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:






                             - 12 -
                PLAYANDWIN, INC. AND SUBSIDARIES
                  (A DEVELOPMENT STAGE COMPANY)
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             FEBRUARY 29, 2000 AND FEBRUARY 28, 1999



NOTE 2 -  ACQUISITIONS (Continued)

          LYNX (Continued)
          (i)  LYNX is deemed to be the purchaser and parent company for
               accounting purposes. Accordingly, its net assets will be
               included in the consolidated balance sheet at their
               historical book values;
          (ii) 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.
NOTE 3 -  DUE FROM RELATED COMPANY

          Advances to a related company are non-interest bearing,
          unsecured  and  due on demand. The related  company  is
          controlled by one of the stockholders of the Company.

NOTE 4 -  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 its 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 for  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.

          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,
          World-wide, 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.


                             - 13 -
                PLAYANDWIN, INC. AND SUBSIDARIES
                  (A DEVELOPMENT STAGE COMPANY)
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             FEBRUARY 29, 2000 AND FEBRUARY 28, 1999



NOTE 5 -  FURNITURE AND EQUIPMENT
          <TABLE>
          <S>                      <C>             <C>
                                    February 29,    February
                                                       28,
                                        2000          1999

          Computer                     $   2,622    $    2,622
          Furniture                       16,137        9,101
                                          18,759       11,723
          Less         accumulated         6,394        3,610
          depreciation
                                       $  12,365     $  8,113
          </TABLE>

NOTE 6 -  LOANS PAYABLE - STOCKHOLDERS

          As  of  February 29, 2000 and February  28,  1999,  the
          Company   had   three  loans  payable  to  stockholders
          consisting of an aggregate amount of $31,391  for  both
          years.  The  loans  payable are  non-interest  bearing,
          unsecured and due on demand.

NOTE 7 -  CONVERTIBLE NOTE PAYABLE

          The Company borrowed $84,238, which accrued interest at
          the rate of 8.0% per annum. The principal and accrued
          interest is due on or before March 1, 2001. Also, the
          note is 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.

NOTE 8 -  COMMITMENTS AND CONTIGENCIES

          Development Agreement
          In  2000, the Company entered into an agreement to have
          a  company  ("Developer") create the  related  software,
          applications  and systems for the Fantasy Racingo.  Two
          members  of  the  Company's  advisory  board  own   the
          Developer.  The  Company  is  obligated  to  payout  in
          installments   an  aggregate  of  $380,500   upon   the
          completion  of certain milestones. As of  February  29,
          2000,  the  Company has paid $25,000 upon the execution
          of  the  agreement.  Upon  completion  of  the  related
          system,  the  Developer will retain the rights  to  the
          system,  and the Company is obligated to pay an  annual
          royalty to the Developer of 20% of net revenues,  gross
          revenue less payments to third parties, generated  from
          advertising,   sponsorship  or   other   net   revenues
          generated by the Company from Fantasy Racningo  or  the
          Company's  website.  Said  payments  are  to  be   paid
          quarterly within thirty days of each quarter end. Also,
          the Developer is obligated to pay an annual royalty  to
          the Company of 20% of net revenues, gross revenues less
          payments   to   third  parties,  generated   from   the
          Developer's  advertising  and  sponsorship  of  Fantasy
          Racingo.





                             - 14 -

                PLAYANDWIN, INC. AND SUBSIDARIES
                  (A DEVELOPMENT STAGE COMPANY)
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             FEBRUARY 29, 2000 AND FEBRUARY 28, 1999



NOTE 8 -  COMMITMENTS AND CONTIGENCIES (Continued)

          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, act as  a
          strategic  advisor  to  the Company's  Creative  Review
          Board  for  any  marketing. These services  are  to  be
          provided  for a one-year period beginning  on  December
          1, 1999. For the above-mentioned services, the Company
          is  to  pay a rate of any of the following: i)$350  per
          hour  worked;  $2,400  per day worked  or  $21,000  per
          month.  The Company has elected to pay the $21,000  per
          month. As of February 29, 2000, the Company has accrued
          and expensed three months of services, or $63,000.

         Operating leases
               The  Company's  future  minimum  annual  aggregate
         rental  payments,  for  office  space,  required   under
         operating  leases  that have initial or  remaining  non-
         cancelable  lease terms in excess of  one  year  are  as
         follows:

         Year Ending February 28,
         2000                                       $ 12,900
         2001                                         14,700
         2002                                         15,400
                                                    $ 43,000

               Rent  expense under operating leases for the years
         ended  February  29,  2000 and  February  28,  1999  was
         approximately $17,900 and $19,300, 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.

NOTE 9 -  COMMON STOCK AND WARRANTS

          Class A Common Stock
          Since  inception through February 28, 1999, 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 $1.16 per share, which are exercisable through
          March  31,  2001. In aggregate the Company  has  issued
          6,972,520  shares  of  its  common  stock  and  397,428
          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 3,486,260 shares  of
          common   stock   designated  as   Class   B   nonvoting
          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  1,743,130  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.

          The  following  table  summarizes  the  stock  warrants
          issued as of February 29, 2000:
           <TABLE>
           <S>                       <C>             <C>
                                                      Exercise
                                        Warrants       Price
           Outstanding   April   22,             -          -
           1996
           Issued                          136,175     $ 1.16
           Outstanding,     February       136,175     $ 1.16
           28, 1997
           Issued                          232,682     $ 1.16
           Outstanding,     February       368,857     $ 1.16
           28, 1998
           Issued                           28,571     $ 1.16
           Outstanding,     February       397,428     $ 1.16
           29,   2000  and  February
           28, 1999
           </TABLE>

          The  exercisable  warrants have  a  remaining  weighted
          average  contractual life of 1.08 years as of  February
          29, 2000.

          Stock Options - Consulting Agreement
          The  Company has a Stock Option Agreement with  Penguin
          Petroleum Limited ("Penquin"), dated December 15, 1999.
          Under  the  terms  of the agreement,  Penguin  has  the
          option  to  purchase  80,000 shares  of  the  Company's
          common  stock in return for consulting services  for  2
          years.  50,000  of those shares were exercisable  until
          January  17,  2000 and were exercised in January  2000,
          with  the  remaining 30,000 shares  exercisable  on  or
          before  December  15, 2001, at a  price  of  $2.00  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:



                             - 15 -
                PLAYANDWIN, INC. AND SUBSIDARIES
                  (A DEVELOPMENT STAGE COMPANY)
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             FEBRUARY 29, 2000 AND FEBRUARY 28, 1999



NOTE 9 -  COMMON STOCK AND WARRANTS  (Continued)

          Stock Options - Consulting Agreement (Continued)
          i)   50,000 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)  30,000 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.

          Stock Options - Board Advisors
          Four  members of the advisory board were granted  stock
          options for an aggregate amount of 475,000 shares at  a
          purchase  price  of $2.00 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)   75,000 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)  325,000 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) 75,000 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                        555,000       $   2.00
          Exercised                    (80,000)       $   2.00
          Outstanding, February         475,000       $   2.00
          29, 2000
          </TABLE>
          The  per  unit  weighted-average fair  value  of  stock
          options granted was $0.88 on the date of grant.  As  of
          February 29, 2000, the outstanding stock options have a
          weighted  average remaining contractual  life  of  4.65
          years.

                              -16 -
                PLAYANDWIN, INC. AND SUBSIDIARIES
                  (A DEVELOPMENT STAGE COMPANY)
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 10 -      INCOME TAXES

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

          <TABLE>
          <S>                                <C>          <C>
                                             Februar      Februar
                                              y 29,       y28,
                                                 2000         1999
          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


                                             Februar      Februar
                                              y 29,       y28,
                                                 2000         1999
          Federal Income Taxes Rate              34.0%          34.3
                                                                 0%
          Effect of Valuation Allowance          (34.0          (34.
                                                    )%          0)%
          Effective Income Tax Rate                  -             -


       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>
<TABLE>
   <S>                             <C>             <C>
                                    February        February
                                      29,             28,
                                         2000         19
                                                      99
           Deferred tax assets
            Loss carryforwards      $  389,000      $   204,000
                Less:     valuation    (389,000        (204,000)
   allowance                                 )
           Net deferred tax assets  $        -      $         -
   </TABLE>

       At   February  29,  2000,  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  29,  2000  and
       February  28,  1999  increased by  $185,000  and  $64,000,
       respectively.  Net  operating  loss  carryforwards  expire
       starting in 2004.



                             - 17 -
                PLAYANDWIN, INC. AND SUBSIDARIES
                  (A DEVELOPMENT STAGE COMPANY)
           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             FEBRUARY 29, 2000 AND FEBRUARY 28, 1999



NOTE 11-  SUBSEQUENT EVENTS

          Software License Agreement
          On  May  24, 2000, the Company entered into a licensing
          agreement  (Racingo Tote Services And Software  License
          Agreement) with Autotote Systems, Inc.  This  agreement
          replaces  the  Non-Binding Memorandum of  Understanding
          dated  February  7,  2000.  Under  the  terms  of   the
          Agreement,   Autotote  has  granted  the   Company   an
          exclusive  five  year  license (the  "Racingo  Software
          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   -   4
          Investments.  The  Company  will  grant   Autotote   an
          exclusive  license  (the  "Racingo License"),  for  the
          term   of  this  Agreement,  to  use  the  intellectual
          property rights and know-how identified under the terms
          "Racingo",  "Racingo Copyrights", "Racingo Patent"  and
          "Racingo Trademarks".

          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
                 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.

          Sale of Company's Common Stock
          On March 30, 2000, the Company issued 175,000 shares of
          its common stock for $306,250 pursuant to Rule 504 of
          Regulation D to one investor.

          On  March 31, 2000, the Company issued 2,857 shares  of
          its  common stock for service rendered. The shares were
          valued at $5,000, which was the current market value of
          the Company's common stock on the date of issuance.




                             - 18 -


EXHIBITS

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

          3.1 Articles   of   Incorporation   (incorporated    by
              reference  to the amended Form 10-SB filed  on  May
              31, 2000)

          3.2 By-Laws  (incorporated by reference to the  amended
              Form 10-SB filed on May 31, 2000)

          10.1 Master License Agreement (incorporated by reference to the
              amended Form 10-SB filed on May 31, 2000)
        10.2 Internet License Agreement (incorporated by reference to the
        amended Form 10-SB filed on May 31, 2000)
        10.3 Letter of Agreement (incorporated by reference to the
        amended Form 10-SB filed on May 31, 2000)
        10.4 On- and Off-Track Betting License Agreement (incorporated by
        reference to the amended Form 10-SB filed on May 31, 2000)
        10.5 Software Development Agreement (incorporated by reference to
        the amended Form 10-SB filed on May 31, 2000)
        10.6 Memorandum of Understanding (incorporated by reference to
        the amended Form 10-SB filed on May 31, 2000)
        10.7 Stock Option Agreement - Penguin Petrolium Products Limited
        (incorporated by reference to the amended Form 10-SB filed on May
        31, 2000)
        10.8 Stock Option Agreement - Stephen Peskoff (incorporated by
        reference to the amended Form 10-SB filed on May 31, 2000)
        10.9 Stock Option Agreement - Andrew DeFrancesco (incorporated by
        reference to the amended Form 10-SB filed on May 31, 2000)
        10.10     Stock Option Agreement - Douglas McFadden (incorporated
        by reference to the amended Form 10-SB filed on May 31, 2000)
        10.11     Stock Option Agreement - Adam Hawkins (incorporated by
        reference to the amended Form 10-SB filed on May 31, 2000)
        10.12     The Racingo Tote Services And Software License
        Agreement (incorporated by reference to the amended Form 10-SB
        filed on May 31, 2000)
        10.13     Market Development Consulting Services Agreement

          16. Letter   re   change   in   certifying   accountant
              (incorporated by reference to the amended Form  10-
              SB filed on May 31, 2000)

          22.  Subsidiaries of the registrant
               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 PacCanUs Inc.

  d)   Financial Data Schedule