CASINOBUILDERS COM
10SB12G/A, 2000-09-19
BUSINESS SERVICES, NEC
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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

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

                                   FORM 10-SB

   GENERAL FORM FOR REGISTRATION OF SECURITIES OF SMALL BUSINESS ISSUERS UNDER

         SECTION 12(B) OR 12 (G) OF THE SECURITIES EXCHANGE ACT OF 1934

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

                            CASINOBUILDERS.COM, INC.

        (EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS CHARTER)

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

 NEVADA                                                                880343834
(STATE OR OTHER JURISDICTION OF                                 (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)                               IDENTIFICATION NO.)

                          2110 VICKERS DRIVE, SUITE 100

                        COLORADO SPRINGS, COLORADO 80918

               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

                                 1-800-288-7506

                           (ISSUER'S TELEPHONE NUMBER)

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

        SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

         Title of Each Class             Name of Each Exchange on
         To be so Registered             Which Each Class is to be registered
         -------------------             ------------------------------------
                None

          Securities to be registered under Section 12(g) of the Act:

                    Common Stock, Par Value $.001 Per Share
                                (Title of Class)

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



<PAGE>




                               TABLE OF CONTENTS

                                                                            Page
                                                                            ----
PART I
  ITEM 1. DESCRIPTION OF BUSINESS............................................  3
  ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.......... 11
  ITEM 3. DESCRIPTION OF PROPERTY............................................ 13
  ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
  ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS....... 13
  ITEM 6. EXECUTIVE COMPENSATION............................................. 16
  ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS..................... 16
  ITEM 8. DESCRIPTION OF SECURITIES.......................................... 16
PART II
  ITEM 1. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY
        AND OTHER SHAREHOLDER MATTERS........................................ 18
  ITEM 2. LEGAL PROCEEDINGS.................................................. 19
  ITEM 3. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS...................... 19
  ITEM 4. RECENT SALES OF UNREGISTERED SECURITIES............................ 20
PART F/S.....................................................................F-1
PART III................................................................      21
  ITEM 1. INDEX TO EXHIBITS.............................................      22



<PAGE>




                                     PART I

Item 1. Description of Business

Business Development.  We were incorporated in the State of Nevada on August 23,
1995,  as Magic  Lantern  Group,  Inc. On May 13,  1999,  we changed our name to
CasinoBuilders.com., Inc.

We  have  not  been  involved  in  any  bankruptcy,   receivership,  or  similar
proceeding. We have not been involved in any material reclassification,  merger,
consolidation,  or purchase or sale of a significant amount of assets not in the
ordinary course of business.

On March 3, 1998, we underwent a forward stock split on a 30:1 basis, increasing
the issued and outstanding number of our shares to 4,890,000.  We also cancelled
1,890,000  shares of our common stock  resulting  in 3,000,000  shares of common
stock issued and outstanding.  This cancellation increased the percentage of the
Company  owned by the  remaining  shareholders  from 60.24% to 100%.  On May 13,
1999, we underwent a forward stock split on a 2:1 basis,  resulting in 6,000,000
shares of our  common  stock  issued  and  outstanding.  Our  existing  Board of
Directors  resigned  and  was  replaced  with  current  Board  Members,  Andy P.
Ruppanner and Steve Randall.

Our original business plan was to provide consulting and management  services to
the  restaurant,  bar,  nightclub,  and gaming  industries in Southern Nevada by
hiring managers from the casino industry and using their expertise to accomplish
these objectives.  We were not able to raise sufficient  funding to pursue these
objectives  and we abandoned  our original  business  plan.  From  approximately
August 23, 1995 to approximately May 13, 1999 we conducted no business.

Our principal place of business is located in Colorado Springs,  Colorado. Since
changing  our name,  we have  focused our  efforts on  attempting  to  establish
agreements with companies that provide various  products and services  connected
with the on-line casino business.

Products and Services

Our products and services consist of the following:

o         Reselling of Avatar Casino Software - Avatar Casino  Software  enables
          casino   operators  to  offer  their  Internet   casino   customers  a
          three-dimensional  Internet casino environment.  Through this software
          Internet  casino  customers  assume the  appearance  of  cartoon  like
          characters and travel  throughout the Internet casino to engage in the
          following activities:

o         Chatting in a lounge

o         Chatting  while playing casino table games for fun such as black jack,
          roulette  and  Caribbean  poker o Chatting and betting  while  playing
          casino table games.

We attempt to resell the Avatar gaming software to the Internet gaming industry.
Lost Boys N.V. located in Amsterdam, The Netherlands developed this software. We
have  exclusive  world wide marketing  rights for the Lost Boys gaming  software
platform.  Software prices will vary by the client, but will typically be in the
$100,000 to $200,000 range,  depending upon the extent of our  customization  of
the software on behalf of the customer.


                                       3

<PAGE>

o        Casino  Licensing - We intend to provide,  through our  agreement  with
         Cyberluck  Curacao  N.V.,  an apparatus  to apply for  Internet  casino
         licensing  in the  Netherlands  Antilles.  Cyberluck  Curacao  N.V.  is
         authorized by the Netherlands  Antilles  government to designate others
         to  operate  under  their  license  and   supervise   Internet   gaming
         enterprises.  Cyberluck and the  Netherlands  Antilles  government  set
         license fees.

o        Hosting/Co-Location  Services - We intend to provide casino  operators,
         through our agreement with  Conet.N.V.  website  hosting,  e-mail,  and
         website  design  services.  Our hosting  and service  fees will vary by
         individual client requirements, however, they will typically range from
         $1,000 to $7,000 monthly.

o        E-Commerce  - We intend to provide  through our  agreement  with Global
         Cash N.V., an Internet technology "gateway"  connecting service,  based
         in Curacao,  Netherlands  Antilles.  This connection  enables  Internet
         casino  customers to establish a gaming account and the Internet casino
         to  reach  external   E-commerce  sources  and  merchant  accounts  for
         transaction processing.  Global Cash processes credit card transactions
         to provide electronic currency credits to customer accounts that can be
         redeemed at the Internet casino operator's  establishment.  Our revenue
         from these  services  will be based on a negotiated  percentage of each
         transaction.

o        Marketing - We intend to provide  direct  marketing  services to assist
         the Internet casino  operator in advertising,  development of marketing
         plans,  market  analysis,   target  market  identification,   designing
         Internet  advertisements,  buying Internet and print advertising space,
         and monitoring  effectiveness of advertisements  placed. Our consulting
         fees  will  range  from  $150 to  $400  per  hour  depending  upon  the
         complexity of the job or requisite skill level required to complete the
         job.

o        We have an  exclusive  contract  from  Fennel  Promotions  of  Atlanta,
         Georgia  to market a  premier  "Loyalty  Awards  Program,"  called  the
         "E-Players  Club".  This program is designed to increase player loyalty
         at Internet gaming sites by awarding "points" for dollars wagered.  Our
         revenue from these  services  will be based on a negotiated  percent of
         each transaction.

In September 1999, our president,  Mr.  Ruppanner  began attending  casino trade
shows.  These marketing efforts have only resulted in one written agreement with
Asian  Star  Development,  Ltd.  of Hong Kong,  a  prospective  Internet  casino
operator.  The agreement provides for Asian Star's purchase of the Avatar gaming
software.  Asian Star has paid us consideration of $65,750; a remaining $200,000
balance  became due when we completed  our  customization  of this  software for
Asian Star. Despite several  communications to Asian Star that our customization
of the software was complete and that the  remaining  $200,000  payment was due,
Asian Star never paid the remaining  balance and failed to otherwise  respond to
our demands for payment.  Accordingly,  we considered Asian Star to be in breach
of our  contract  with them.  We have  received  an offer to  license  this same
customized  software from a European operator in the amount of $135,000.  We are
in the process of completing that Agreement. We have received no other revenues.
In addition,  we have entered into no other agreements providing for payments to
us that may result in revenues.


                                       4

<PAGE>

From approximately July 1999 to approximately  November 1999, our business plans
included: (1) development of an Internet gaming portal called GamblersPortal.com
that would provide an information source for the entire gambling community;  and
(2) A  management  contract  with a Panama based  casino,  wherein we would have
provided management and advertising support services.

We abandoned development of GamblersPortal.com because we had insufficient funds
to  establish  and/or to develop  this  website.  We  abandoned  our  management
contract  with the Panama casino  because that casino  ceased doing  business in
September 1999.

We have had  discussions  with other  companies  regarding sale of our exclusive
worldwide marketing agreement with Lost Boys Interactive,  sale of the E-Players
Loyalty  program,  sale  of a  majority  interest  to  non-U.S.  interests,  and
relocating our operations to a non-U.S.  jurisdiction with non-U.S.  shareholder
control.  We have  not  entered  into  any  agreements,  letters  of  intent  or
arrangements  with any of these  companies  providing  for any such  occurrence.
Further   negotiations   with  any  such  companies  are  contingent   upon  the
Commission's clearance of this Form 10-SB.

We provide a demonstration  version of our Avatar Casino software at our website
located at www.casinobuilders.com. This site provides information to prospective
Internet  casino  operators  and also enables them to have a hands on experience
with our software.  The games are used only to display our products and services
to prospective  clients and are not utilized for any actual  gambling  services.
The software will enable a prospective  Internet casino to operate Online Casino
games  using our  software  technology.  The  software  that we  provide  to the
Internet casino operator enables its customers to download a software program to
enter the virtual  Casino,  enabling the Internet  casino  customer to enter the
virtual  casino  environment  and interact with other players and/or play casino
games.

The software will enable an Internet casino to open casino accounts on behalf of
its customers.  The software program will accommodate  e-commerce providers such
as Global Cash or other  providers that the casino operator will select and will
require a customer  to  provide  certain  personal  and  financial  information,
including a user name and  password.  In order to play games and make wagers,  a
person must purchase  electronic cash by making one or more credit card deposits
into the person's account.

The software will enable  an Internet  casino  operator to offer  the  following
casino style games:
o        Slots
o        Blackjack
o        Video Poker
o        Roulette
o        Five Card Stud Poker
o        Caribbean Poker

We have incurred  cumulative  losses of $2,238,000  from our inception of August
23, 1995 to December 31, 1999.  In  addition,  we had working  capital and total
capital deficiencies of $237,000 and $79,000, respectively at December 31, 1999.
These  conditions  raise  substantial  doubt  about our ability to continue as a
going concern. We have been unsuccessful in marketing our services and software.
In  addition to our poor  financial  condition  and our failure to  successfully
market our  products  and  services,  other  factors may  negatively  impact our
operations, including possible cessation of all our operations, as follows:

                                       5

<PAGE>


o    Termination of our agreements  with Cyberluck  Curacao,  N.V.,  Conet N.V.,
     Global Cash N.V. or Fennell Promotions

o    If any of the  services or products  offered by  Cyberluck  Curacao,  N.V.,
     Conet N.V., Global Cash N.V. or Fennell Promotions are terminated

o    Our worsening financial condition  necessitates  restructuring our existing
     debt or raising  additional capital through future issuances of debentures,
     thereby creating additional obligations that we may not be able to meet

o    Internet Gambling is declared illegal be U.S. law or foreign jurisdictions,
     causing decreased or no demand for our services.


o    Our only officer that devotes full time to our operations,  Mr.  Ruppanner,
     is no longer able to manage our operations Moreover,  there is no assurance
     that we will be able to accomplish  any of our  objectives in marketing our
     products and services.

Technology and Infrastructure

We provide prospective  Internet casinos operators and Internet casino operators
with gaming software through our agreement with Lost Boys  Interactive.  We have
not  independently  developed  and do not  intend to develop  any  technologies,
including gaming software.

Distribution and Marketing

We now have no  distribution  agreements  for  distribution  of our products and
services. We now have no plan to obtain any such agreements.

We market our products and services through:

o        Our Internet  website - This website can be found  through major search
         engines such as Yahoo.com,  Excite.Com,  and Infoseek.Com.  Our website
         provides specific information  regarding all our products and services,
         including  a live  demonstration  of the Avatar  casino  software.  The
         website provides general  information about us, a downloadable  example
         of the  Avatar  casino  software  enabling  users to play the  games of
         chance for fun,  information  regarding  licensing of Internet casinos,
         banking and  E-Commerce,  marketing,  and  hosting of casino  operators
         computers.  Also we  provide  general  information  about the  Internet
         gaming industry.

o        Conferences   and  Business  shows  -  These   conferences   and  shows
         concentrate  in the casino  business.  We have  attended the  following
         casino conferences over the past year:

o        1999 World Gaming Expo in Las Vegas, Nevada

o        1999 Global Internet Conference in London, England

o        1999 Gaming Online Conference in London, England

o        2000 European Gaming Conference in Amsterdam

o        Global Interactive Gaming Summit, Montreal, Canada May 2000

         At these conferences industry software venders market their products at
exhibit booths.


                                       6

<PAGE>

o        Links to Our Website - We submit our web address to other websites that
         provide a listing of various  products  and  services  in the  Internet
         gaming services. When Internet users visit those websites they have the
         ability  to click on a link then sends them  directly  to our  website.
         These  websites  do not  charge  us any  fees  for the  listing  of our
         products and services.

We plan to continue to market our products and services  through  these  various
methods.  There is no assurance  that any of our  marketing  strategies  will be
successful.

There are no  assurances  that we will be able to provide  any of the  foregoing
services. We may not develop any contracts or otherwise secure any business that
would  enable  us to  provide  such  products  services.  We may  find  that our
financial resources are not sufficient to provide such products or services.

To date, we have not provided any services or received any revenue in connection
with the following  products and services:  o Sale and  customization  of Avatar
Casino  Software  developed  by Lost Boys  N.V.,  Amsterdam  o Casino  Licensing
through Cyberluck Curacao, N.V.

o Hosting/Co-Location Services through Conet, N.V. o E-Commerce Services through
our agreement with Global Cash, N.V.

Other  than the  Asian  Star  transaction,  the only  services  we have thus far
provided have been marketing  services for a French casino operator for which we
received $56,000.

Material Agreements:
Avatar Gaming Software Agreement

On September 28, 1999 we entered into an exclusive licensing agreement with Lost
Boys Interactive,  an Amsterdam based software developer.  Lost Boys Interactive
granted us  exclusive  global  marketing  rights for their  Avatar  based casino
gaming software platform that includes black jack, roulette and Caribbean poker.
We issued  consideration  of 250,000 shares to Lost Boys  Interactive  for these
rights.  This  agreement is effective  until December 2001. We have an exclusive
written  contract  with Lost Boys  Interactive  B.V.  to  re-sell  their  gaming
platform  software.  The  Company  "commissioned"  Lost  Boys to  improve  their
existing software platform to its current competitive level. The "commissioning"
was paid for  through  an  exchange  by  providing  Lost Boys  with  information
pertaining  to current  technology  and market  requirements.  In the  strategic
alliance,  Lost  Boys is the  software  developer,  and  will  provide  software
technological   research  and   development   as  well  as  on-line  gaming  and
entertainment  technology  in  customized  applications  for the global  market.
CasinoBuilders.com will provide the global marketing and sales function.

Fennell Promotions, Inc. Agreement.
On August 13, 1999, we entered into an agreement with Fennell Promotions,  Inc.,
granting us exclusive global marketing  rights to Fennell's  Supreme  Privileges
Awards that we have called our  E-Players  Club  program.  This  program  offers
Internet  casino  customer  points for every dollar waged at their casinos.  The
points may be redeemed for air travel,  merchandise  and sporting events tickets
in which a specified  number of points  entitle  players to certain such awards.
Under the terms of this  agreement,  we will  partner  with Fennel to market the
Supreme  Privileges  Awards  Program to the Internet  Gaming  Industry under the
brand E-Players Club. We provided Fennel with  consideration of 40,000 shares of
our common stock.


                                       7
<PAGE>

Future net Holdings, Ltd. Agreement.
On August 31, 1999 we entered into a purchase agreement with Futurenet Holdings,
Ltd. to acquire all the outstanding shares of Cyberluck,  Curacao N.V. A $50,000
deposit was made upon  execution of the  agreement.  The agreement also provided
that  Futurenet  Holdings  had  the  authority  to  deliver  to us  all  of  the
outstanding shares of Conet N.V. and Global Cash N.V. Cyberluck is the holder of
a Master license for Internet gaming in the Netherlands  Antilles. In accordance
with the terms of the agreement, we were required to make total payments of $1.5
million in specified  payments from September 1999 to October 1999. In the event
we failed to make  payments  in  accordance  with the  schedule we agreed to, we
would incur a $250,000 penalty. We did make payments totaling $650,000,  but not
in  accordance  with the  schedule  we agreed to and we  incurred  a penalty  of
$250,000.

As of the end of September 1999, we had made payments to Futurenet in the amount
of $400,000 and incurred a $250,000 penalty towards the purchase price.

In October  1999,  we only made one  payment of  $200,000  to  Futurenet  of the
required total payment due of $900,000.

On October 31, 1999, we entered into a new agreement  with  Futurenet  Holdings,
Ltd., to acquire all of the outstanding  shares of Cyberluck,  Curacao Holdings,
Ltd. The acquisition, if consummated,  would have provided us with a Netherlands
Antilles  exclusive  master license whereby we intended to sublicense  qualified
applicants to operate  Internet  gaming casinos in addition to certain  computer
equipment and software adapted for such purpose.  The purchase price was payable
in installments due as follows:

October 31,  1999 - $650,000  December  1, 1999 - $350,000  February  29, 2000 -
$600,000 July 1, 2000 - $100,000

The initial  payment of  $650,000  was  non-refundable  and was paid as follows:
$450,000  was paid  through  September  30,  1999 and the balance of $200,000 in
October 1999.  We were unable to make the  scheduled  payment of $350,000 due on
December 1, 1999 and  accordingly  lost the right to consummate the  acquisition
with the result  that the  $650,000  initial  payment  has been  forfeited.  Our
financial  statements at December  31,1999 give effect to the termination of the
acquisition  and the related loss  incurred.  We issued 750,000 shares valued at
$468,750 to an investment group,  contingent on the successful completion of the
acquisition.  The acquisition was  terminated,  thereby  requiring that person's
return of the shares. These shares were returned in June 2000.

Internet Growth
E-Commerce Growth

On January 13,  2000,  CyberAtlas,  an Internet  survey  company  published  the
following  information  contained in articles at  HTTP://CYBERATLAS.INTERNET.COM
"The number of Internet users around the world is constantly growing. On January
4, 2000,  The Computer  Industry  Almanac  reported  that by the year 2002,  490
million  people  around the world will have  Internet  access,  that is 79.4 per
1,000 people  worldwide,  and 118 people per 1,000 by year-end  2005. The top 15
countries will account for nearly 82 percent of these  worldwide  Internet users
(including  business,  educational,  and home Internet users).  By the year 2000
there will be 25  countries  where over 10  percent  of the  population  will be
Internet users."


                                       8
<PAGE>

"The US has an  overwhelming  lead in Internet  users with more than 110 million
projected for year-end 1999, which is nearly 43 percent of the total 259 million
worldwide Internet users. The US will have one-third of the total Internet users
in 2002, and that number will decline to 27 percent by the end of 2005."

We do not know the  percentage of  e-commerce  attributable  to Internet  casino
gaming.

Status of any Publicly Announced New Product or Service.
We have no new  products or services.  All of our  products and services  derive
from our agreements with third parties.

Competition.
We face intense competition in every facet of our business, as follows:

Internet  Gaming  Software - The following  companies are our competitors in the
area of Internet gaming software:
o        MicroGaming Systems, Inc.
o        Cryptologic,Inc.
o        Boss Media AB
o        StarNet

All of these companies have  substantially  greater assets and resources than we
do.  Their  ability to market  their  products is greater.  In  addition,  their
software  programs  offer a more  expansive  collection of casino  games.  These
companies have established  distribution networks. In contrast, we are beginning
the  marketing of our products and services and have little  assets or resources
at this time to compete with companies of this size.

We  anticipate  that  strategic  competition  will  become  more  intense as new
companies will enter the Internet Gaming Software market. To remain competitive,
we may  have to  reduce  the  cost  of our  products  and  services,  which  may
negatively affect our potential profitability or lead to additional losses.

We believe that  potential new  competitors,  including  large  interactive  and
online software  companies,  media companies,  and electronic  gaming companies,
such as Sega and Sony,  may  increase  their focus on the  interactive  wagering
market.  The  timing  of  competitive  product  and  services  releases  and the
similarity of such products or services to our products and services, may result
in significant competition or reduced profit margins and influence competition.

We also anticipate that significant  overseas  competition will emerge. This may
eventually result in additional competition as these overseas competitors expand
into the United States or as we possibly expand  internationally.  Specifically,
several  well  capitalized  Australian  media and gaming  companies  are already
developing systems and services similar to us.

Casino Licensing and Hosting Service Provider - Cryptologic,  MicroGaming,  Boss
Media,  StarNet and others offer  through  third  parties  licensing and hosting
services, because of their greater marketing resources.

Premium Awards Program  Software - Cryptologic  offers a incentive  programs for
its licensees. Similarly, MicroGaming and StarNet offer such programs.

                                       9
<PAGE>

All of these companies have  substantially more assets and resources than we do.
All of these  companies  have  extensive  marketing  resources and  distribution
networks. We will face intense competition from all of these companies.

The  November  1998  issue of the Casino and  Gaming  Business  Market  Research
Handbook  predicts  that the  Internet  gaming  market  could reach $100 to $200
billion in annual  revenues by 2005. Our  competitors  are prepared to meet this
increasing market.  Moreover,  due to the expected growth of the Internet gaming
market,  established land based casinos,  such as Trump and Wynn, with assets of
hundreds of millions of dollars may enter the Internet  gaming  market.  We will
face intense  competition  from companies that are better equipped  financially,
technically, and professionally than we are to capture this market.

Sources and Availability of Raw Materials/Names of Principal Suppliers

Our business is not dependent upon the availability of raw materials,  nor do we
use  suppliers.  All of our  software  products  are  obtained  from  Lost  Boys
Interactive.

Dependence on one or a Few Major Customers.

We have one pending  draft  software  licensing  contract  that has not yet been
executed by one potential  customer.  We do not intend upon  becoming  dependent
upon one or a few major customers. Our revenues may become dependent upon one or
a few major customers for a certain time period, until such time that we develop
additional customers.

Patents, Trademarks, Licenses, Royalty Agreements

We do not own any patents,  copyrights or trademarks.  In addition, we are not a
party to any agreements in which we are obligated to pay royalties.

Government Regulation

Jurisdictional  regulation of Internet gaming is the process whereby Governments
(jurisdictions)  through  law and  licensing,  control  the fair  and  equitable
operation   of  gaming   businesses.   Jurisdictional   Regulation   provides  a
confirmation  to the  Internet  gambler,  that the games  originating  from that
jurisdiction are fair, and operated by responsible  business people. The Company
continues to support  activities that protect both the consumer and the operator
of such businesses.

We do not  operate  Internet  casinos  and  therefore  are  not  subject  to any
government  regulation  regarding  Internet  gaming.  Nonetheless,  because  our
business  is  dependent  upon sales of our  products  and  services  to Internet
casinos,  our  revenues may be  negatively  affected  due to  regulation  of the
Internet gaming  business.  While we concentrate our marketing  efforts upon the
Australian, Caribbean, European and African gaming markets, that permit Internet
gaming, international,  federal, state of local laws may be imposed at any time.
The  uncertainty  surrounding  the  regulation  of Internet  gaming could have a
material adverse effect on the Company's business,  revenues,  operating results
and financial  condition.  We monitor the changes in any laws regarding Internet
gaming.  Should Internet gaming be declared illegal in certain  jurisdictions we
contemplate doing business in, and/or there is a materially  adverse effect upon
our business  due to such  declared  illegality,  we may be forced to change our
business plan.

                                       10
<PAGE>

Our management  remains  concerned  about the continued  interest by federal and
state lawmakers to outlaw Internet  gambling.  If Internet gambling is outlawed,
interest in our products and services will diminish or will be non-existent.

Pending United States Legislation and Other Existing Laws

On  November  19,  1999,  the United  States  Senate  passed S. 692,  called the
Internet  Gambling  Prohibition  Act.  On July  17,  1999,  the  U.S.  House  of
Representatives  failed to pass H.R. 3125,  the U.S.  House of  Representative's
version of the Senate bill S. 692.

Passage of such a gambling  prohibition law would prohibit all Internet gambling
sites from soliciting or collecting wagers from bettors in the United States. We
do not now or  intend in the  future  to  transact  business  with any  Internet
gambling sites located in the United States or that solicits or collects  wagers
from bettors in the United States.

Our policy is to provide our software  product only to casino operators who hold
a license or demonstrate that they have a license pending.

Research and Development

We have spent no funds or time on research and development activities. We do not
intend on spending any funds or time on research and development activities. Our
products are derived from third parties.

Environmental Compliance

Our  products  and  services do not involve  the  emission of any  environmental
pollutants,  emissions,  or waste. Therefore, we do not anticipate being subject
to any environmental compliance matters.

Employees and Labor Relations

We currently have 2 total employees,  of which only Mr. Ruppanner is a full time
employee.  None of our employees are  represented by labor unions.  We are not a
party to any collective bargaining agreements or labor union contracts, nor have
we been subjected to any strikes or employment disruptions in our history.

Item 2. Management's Discussion and Analysis or Plan of Operation
Management's Discussion and Analysis of Financial Conditions and Results of
Operation

The  following  discussion  of  the  financial  condition  and  results  of  our
operations  should be read in  conjunction  with our  financial  statements  and
related  to  notes  appearing  elsewhere  in this  Form  10-SB.  Except  for the
historical  information  contained  herein,  the  discussion  in this Form 10-SB
contains  forward-looking  statements  that  involve  risks,  uncertainties  and
assumptions.   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 for the Next 12 Months.

                                       11
<PAGE>

         LIQUIDITY AND CAPITAL RESOURCES

At the  commencement of our business plan in May of 1999, we assumed two primary
sources of revenue, beginning in the third quarter of 1999, to provide liquidity
and capital  resources.  The first was capital raised through equity investments
and the second was sales. Approximately $700,000 was raised through equity sales
and $50,000 of that amount went to  operations  and  $650,000  was invested as a
partial payment to acquire three operating Internet infrastructure  companies in
Curacao, Netherlands Antilles.

In the first  quarter of 2000,  we were  unable to raise the funds  required  to
complete the  acquisition,  and the contract was terminated.  We have recorded a
complete  loss of our  investment in our financial  statements.  This  situation
combined  with low stock price  caused us to rely solely on sales as a source of
liquidity.

As of the  present  time,  our only  source of  liquidity  is current  sales and
consulting  fees.  There are two potential sales  outstanding,  which will yield
approximately $200,000 revenue by the end of the third quarter of 2000.

Despite  our lack of  success  in  completing  sales,  we  continue  to  receive
inquiries from potential customers who wish to license our software. We are also
exploring  alternative  sources  of  funds  and have  had  informal  discussions
including merger with other companies in the entertainment,  e-commerce business
sectors and non-U.S. based gaming companies

RESULTS OF OPERATIONS

Our  revenues  have been far below what we  anticipated  in our  business  plan.
Initial  sales,  which  were  anticipated  in the fourth  quarter of 1999,  were
delayed due to late  development and completion of our Internet gaming software.
One sale, which did occur in that quarter, was defaulted in the first quarter of
2000  for  lack of  complete  payment.  We did  receive  a down  payment  on the
defaulted  contract in the amount of $67,500  which is reported in our financial
statements as revenue.

Due to this  significant  revenue  shortfall we have reduced all operations to a
minimum level until sales revenues  arrive.  Company  management has received no
salary payments since the company's  inception,  and will continue  operating in
that mode until profitability occurs.

                                       12
<PAGE>

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

At the time of the  commencement  of trading our stock in 1999, the common stock
began to trade under the symbol  CSNO on the OTC  Bulletin  Board at $5.00.  The
stock price fell to the $1.00 range in the third quarter,  and to the $.25 range
in the fourth quarter.

In December 1999 we filed our Form10SB.  We changed  Company  counsel in January
2000 and withdrew our Form10SB in February 2000.

In  February   2000,   the   Company's   securities   were   removed   from  the
Over-The-Counter-Bulletin-Board  "OTCBBB"  and are now  traded  on the  National
Quotation  Bureau's  "pink sheets" under the symbol CSNO.  Since  February 2000,
there has been an extremely limited market for our securities.

During   the   second   quarter  of  2000,   we  have   focused  on   completing
software-licensing  sales. We have pending contracts to license software that we
expect will result in approximately $200,000 in revenue.

In the second  quarter of 2000 CSNO common  stock  trading has been very limited
with a current price of $.08.

Item 3. Description of Property

Prior to our business in Internet gaming  products and services,  we did not own
or lease any real property, but used office space at no charge from our Resident
agent,  Incorp  Services,  Inc. We had only a verbal agreement with the resident
agent in which we paid our own bills relating to long distance  telephone calls,
secretarial,  photocopying and other expenses. We maintain a corporate office in
Colorado  Springs,  Colorado  and  Kirkland,  Washington  from  which we receive
mailing and secretarial services on a month-by-month basis for $50 per month. We
do not have any physical space that we occupy or use at these locations. We have
no lease agreement regarding these locations, but receive monthly invoices.

Item 4. Security Ownership of Certain Beneficial Owners and Management

The  following  table sets forth each person known to the Company,  as of August
14, 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.

a) Security Ownership of Certain Beneficial Owners

TITLE OF CLASS  NAME & ADDRESS OF BENEFICIAL  NUMBER OF BENEFICIALLY  PERCENTAGE
                OWNER                         OWNED SHARES             OWNERSHIP
                                                                        OF CLASS
--------------  ----------------------------  -----------------------  ---------
COMMON          PAUL A. RUPPANNER                    2,002,913(1)          10.2%
9.8%
                2110 VICKERS DRIVE, SUITE 100
                COLORADO SPRINGS, COLORADO 80918
--------------  ----------------------------  -----------------------  ---------
COMMON          STEVE RANDALL                        1,620,097(2)           8.2%
                2110 VICKERS DRIVE, SUITE 100
                COLORADO SPRINGS, COLORADO 80918

                                       13
<PAGE>

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

COMMON          BRADERLUX ALR                      2,166,666(3)           11.02%
                RICHARD BULLOCK
                2ND FLOOR-BROADCASTING HOUSE
                ROUGE BOULLION
                ST. HELIER, JERSEY JE43ZA

--------------  ----------------------------  -----------------------  ---------
COMMON           ZZG HOLDINGS                       1,337,736 (4)          6.81%
                 120 STATE AVENUE
                 536 OLYMPIA WASHINGTON 98501
                 ZVI Y. ZELIKOWITZ
                 P.O. BOX 4068
                 JERUSALUEM, ISRAEL
(1) This amount includes  options to purchase 666,666 shares of our common stock
at $0.35 per share which are  exercisable as of June 1, 2000. Mr.  Ruppanner has
666,666  options  which are  exercisable  on June 1, 2001 and 666,666  which are
exercisable on June 1, 2002. Each option issued to Mr.  Ruppanner is exercisable
into one (1)  share of  common  stock,  at a price  of $.35 per  share.  We have
included  the  options  which are  exercisable  as of June 1, 2000.  We have not
included the options which cannot yet be exercised within 60 days.

(2)This amount includes  options to purchase  666,666 shares of our common stock
at $0.35 per share which are  exercisable  as of June 1, 2000.  Mr.  Randall has
666,666  options  which are  exercisable  on June 1, 2001 and 666,666  which are
exercisable  on June 1, 2002.  Each option issued to Mr.  Randall is exercisable
into one (1)  share of  common  stock,  at a price  of $.35 per  share.  We have
included  the  options  which are  exercisable  as of June 1, 2000.  We have not
included the options which cannot yet be exercised within 60 days.

(3) The  beneficial  owner of Braderlux ARL became  Richard  Bullock of Belfast,
Northern Ireland.

(4) ZZG Holdings is the holder of the Company's  convertible  debentures.  These
are convertible into common stock upon the holder's demand.  As of September 30,
1999,  the Company had issued  334,434  shares for conversion of $150,000 of the
debenture.  If the remaining  debenture  was  converted at a similar  rate,  ZZG
Holdings   would   control  a  total  of  1,337,736   shares  or  6.00%  of  the
then-outstanding shares

(b) Security Ownership of Directors and Executive Officers

COMMON          PAUL A. RUPPANNER                    2,002,913(1)          10.2%
9.8%            2110 VICKERS DRIVE, SUITE 100
                COLORADO SPRINGS, COLORADO 80918

--------------  ----------------------------  -----------------------  ---------
COMMON          STEVE RANDALL                        1,620,097(2)           8.2%
                2110 VICKERS DRIVE, SUITE 100
                COLORADO SPRINGS, COLORADO 80918
 --------------  ----------------------------  -----------------------  --------


(1) This amount includes  options to purchase 666,666 shares of our common stock
at $0.35 per share which are  exercisable as of June 1, 2000. Mr.  Ruppanner has
666,666  options  which are  exercisable  on June 1, 2001 and 666,666  which are
exercisable on June 1, 2002. Each option issued to Mr.  Ruppanner is exercisable
into one (1)  share of  common  stock,  at a price  of $.35 per  share.  We have
included  the  options  which are  exercisable  as of June 1, 2000.  We have not
included the options which cannot yet be exercised within 60 days.

(2) This amount includes  options to purchase 666,666 shares of our common stock
at $0.35 per share which are  exercisable  as of June 1, 2000.  Mr.  Randall has
666,666  options  which are  exercisable  on June 1, 2001 and 666,666  which are
exercisable  on June 1, 2002.  Each option issued to Mr.  Randall is exercisable
into one (1)  share of  common  stock,  at a price  of $.35 per  share.  We have
included  the  options  which are  exercisable  as of June 1, 2000.  We have not
included the options which cannot yet be exercised within 60 days.

There are no arrangements that may result in a change in our control.

Item 5.  Directors, Officers, Promoters and Control Persons.
The members of our Board of Directors serve until the next annual meeting of the
stockholders, or until their successors have been elected. Our officers serve at
the pleasure of our 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 is acting on
behalf of, or at the direction, of any other person.

                                       14
<PAGE>

Information as to our directors and executive officers is as follows:

NAME                       AGE      POSITION                    TERM OF OFFICE

--------------------------------------------------------------------------------
Paul A. Ruppanner           60      President/Director           Annual
2110 Vickers Drive
Suite 100
Colorado Springs, Co

80918

Steven B. Randall          56       Secretary/Treasurer          Annual
2110 Vickers Drive                  Director
Suite 1oo
Colorado Springs, CO

80918

Dr. Claus Wagner/Bartek    63       Director                     Annual
4092 Lee Highway
Arlington, VA  22207

Paul A. Ruppanner - President/Chairman of the Board of  Directors/Director/Chief
Executive  Officer 60 years of age. From 1998 to 1999, Mr.  Ruppanner was a vice
president  of the  marketing  and  sales  department  of  Command  Software,  an
Anti-Virus  software  developer.  From  1997  to 1998  Mr.  Ruppanner  were  the
president and chief executive officer of Softlock Services, a software developer
in the area of content  security on the  Internet.  From  September  1996 to May
1997,  Mr.  Ruppanner  was president  and chief  operating  officer of HotOffice
Technologies,   an  office   network   company,   providing   computer   network
infrastructure  to small  business.  From 1994 to 1996 Mr.  Ruppanner was a vice
president and general manager of Office Depot.  From 1992 to 1994, he was a vice
president of Marketing at Technology  Service  Solutions.  From 1996 to 1996 Mr.
Ruppanner  was a general  manager,  area  general  manager,  vice  president  of
business development, and director of operations at IBM CORPORATION.

Steven B. Randall - Secretary/Treasurer/Director 56 years of age. Mr. Randall is
retired and participates in our affairs only on a part-time basis.  From 1992 to
1999 Mr.  Randall  was the  president  of Direct  Marketing  Concepts,  Inc.,  a
marketing  company  located  in Great  Neck,  New York.  From 1988 to 1990,  Mr.
Randall was a director and treasurer of the Water  Authority of Great Neck,  New
York.

Dr. Claus G.  Wagner-Bartak  - Director,  63 years of age, has been the director
and chief  operating  officer of BA  Technologies,  Inc., a firm involved in the
engineering business.  From 1982 to present, Dr. Wager-Bartak has also president
of Energy  Dynamics,  Inc., a firm  involved in the  engineering  business.  Dr.
Wager-Bartak  received his Doctoral of Science Degree in Physics,  Chemistry and
Radiology in 1969 from the Ludig-Maximilians University in Munich, Germany.

Mr. Ruppanner,  Mr. Randall and Dr.  Wager-Bartag have served as directors since
May 19, 1999. They serve for indefinite terms. We have no significant  employees
other than our officers.  There are no family  relationships among our directors
or officers.

Investment Company Act.
Although we will be subject to regulation  under the  Securities Act of 1933 and
the  Securities  Exchange  Act of 1934,  we believe  that we are not  subject to
regulation  under the Investment  Company Act of 1940 because:  (1)we are in the
business of providing  Internet gaming products and services and we represent to
the public that are in that business;  (2) we are not engaged in the business of
investing or trading in  securities;  (3) we were not organized as an Investment
Company; (4) we do not and have not previously held ourself out to the public as
being  engaged  primarily in the  business of  investing,  reinvesting,  owning,
holding,  or trading in  securities;  (5) none of our  assets are  comprised  of
common  stock  from  other  companies;  and (6) we do not  offer  for  sale  any
securities to the public or any value,  net asset value,  or current asset value
attributable to redeemable securities or a portfolio of securities.


                                       15
<PAGE>

Involvement  in  Certain  Legal  Proceedings.
There  have  been  no  bankruptcies,   criminal  proceedings,   or  other  legal
proceedings during the past five years which would be material to the evaluation
of the ability or  integrity  of any  director,  executive  officer,  any person
nominated for such positions, any control person or any promoter of the Company.

Item 6. Executive Compensation

SUMMARY  COMPENSATION  TABLE

----------------------------
<TABLE>
<CAPTION>
<S>               <C>     <C>     <C>      <C>              <C>              <C>         <C>       <C>

NAME AND            YEAR   SALARY   BONUS   OTHER ANNUAL      RESTRICTED      SECURITIES   LTIP      OTHER
PRINCIPLE POSITION         ($)      ($)     COMPENSATION ($)  STOCK AWARD(S)  UNDERLYING   PAYOUTS   ($)
                                                                   ($)        OPTIONS (#)  ($)

------------------  ----  --------  ------  ----------------  --------------  -----------  --------  ------
ANDY RUPPANNER(1)   1998         0       0           0                   0             0         0        0
PRESIDENT,          1999         0       0           0           1,336,427     2,000,000         0        0
                    2000         0       0           0                   0             0         0        0


STEVEN B. RANDALL(2)1998         0       0           0                   0             0         0        0
SECRETARY/DIRECTOR  1999         0       0           0             953,431     2,000,000         0        0
                    2000         0       0           0                   0             0         0        0


DR. WAGER-BARTAG(3) 1998         0       0           0                   0             0         0        0
DIRECTOR            1999         0       0           0                   0             0         0        0
                    2000         0       0           0                   0             0         0        0
</TABLE>


(1) Mr.  Ruppanner  has received  1,336,427  shares of our stock in lieu of cash
compensation during 1999.

(2) Mr.  Steven B. Randall has received  953,431  shares of our stock in lieu of
cash  compensation  during  1999.  Both  officers  have  agreed to  forego  cash
compensation  until funds are available for such  compensation  and our Board of
Directors' authorizes such action.

(3) Dr.  Wager-Bartag  received  no  compensation  for his  services.  We do not
anticipate  paying our  officers  any cash  compensation  until our revenues are
sufficient to authorize such payments.

Item 7. Certain Relationships and Related Transactions

At the time of the  contemplated  transaction of Global Cash,  N.V., Mr. Randall
was a director of Global Cash; N.V. Mr. Randall resigned as a director of Global
Cash, N.V. in  approximately  July 2000.  Global Cash, N.V. was never ultimately
acquired.

Subsequent  to  the  agreement  with  Futurenet  and  in  connection  with  that
agreement, Mr. Ruppanner became a director of Conet N.V.

There are no other such relationships and related  transactions,  except for the
securities transactions with Mr. Ruppanner and Mr. Randall described in Part II,
Item 4 "Recent Sales of Unregistered Securities."

Item  8. Description of Securities

The Company's  Articles of  Incorporation  authorizes the issuance of 50,000,000
shares of common stock,  of which  19,650,899  are issued and  outstanding as of
August 18, 2000. Of the shares issued and outstanding, a total of 12,823,106 are
restricted  pursuant  to  Rule  144.  The  shares  are  non-assessable,  without
pre-emptive rights, and do not carry cumulative voting rights. Holders of common
shares are  entitled to one vote for each share on all matters to be voted on by
the stockholders. The shares are fully paid, non-assessable, without pre-emptive

                                       16
<PAGE>

rights, and do not carry cumulative voting rights.  Holders of common shares are
entitled  to share  ratably in  dividends,  if any,  as may be  declared  by the
Company  from  time-to-time,  from funds  legally  available.  In the event of a
liquidation, dissolution, or winding up of the Company, the holders of shares of
common  stock are  entitled  to share on a pro-rata  basis all assets  remaining
after payment in full of all liabilities.

In general,  under Rule 144, 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.

Management is not aware of any  circumstances in which additional  shares of any
class or  series  of the  Company's  stock  would be  issued  to  management  or
promoters, or affiliates or associates of either.

DEBENTURES.

In July  1999,  we issued a Series A  Convertible  Debentures  in the  amount of
$700,000 and received net proceeds of $600,000 after  deducting debt issue costs
of $100,000.  The  debentures are payable with interest at one percent per annum
commencing  August 1999 and are due in full on July 16, 2001. The debentures are
convertible  at any time into  common  stock at 75  percent of the  closing  bid
price,  quoted on the day preceding the conversion date, as reported by the NASD
OTC bulletin board. We issued 995,224 shares of our common stock upon conversion
of $300,000 of debentures  through  December  31,1999.  At December 31, 1999, we
incurred debt service costs of  $49,500,which  were included as interest expense
in our financial  statements at such date.  The following  shares were issued to
the debenture holder in accordance with the conversion option:

August 11, 1999            13,333 shares
August 26, 1999            32,000 shares
August 30, 1999            55,467 shares
September 10, 1999         36,530 shares
October 11, 1999           41,425 shares
November 1, 1999          155,679 shares
November 4, 1999          350,000 shares
December 13, 1999         164,204 shares
January 7, 2000           496,586 shares
January 18, 2000          240,000 shares
March 24,2000             195,804 shares
June 12, 2000           1,475,193 shares

STOCK OPTIONS.

The Company has  instituted a stock option plan,  which is available to selected
directors,  officers,  Employees and Consultants of the Company  (Participants).
The term of each  Option  will be ten years  from the date of grant or a shorter
term as determined by the Stock Option Committee (the "Committee") except for an
ISO  granted to 10%  shareholders,  in which the term of the option will be five
years. The exercise price will be determined by the Committee and will not to be
less than 100% of the Fair Market  Value of the Shares  subject to the option on
the date of grant. The Stock Option Committee is comprised of Paul A. Ruppanner,
President & CEO, and Steve Randall, Secretary and Treasurer.

                                       17
<PAGE>

As of the date of this filing,  Andy  Ruppanner and Steve Randall have each been
granted  2,000,000  options to  purchase  our common  stock.  These  options are
effective as of  September  15, 1999 and expire  December 31, 2009.  Each option
issued to Mr.  Ruppanner is exercisable into one (1) share of common stock, at a
price of $.35 per share. None of the options outstanding have been exercised. Of
the options granted to Ruppanner,  666,666 vested on June 1, 2000. Mr. Ruppanner
has 666,666 options which vest on June 1, 2001 and 666,666 which vest on June 1,
2002. Of the options  granted to Randall,  666,666  vested on June 1, 2000.  Mr.
Randall has 666,666 options which vest on June 1, 2001 and 666,666 which vest on
June 1, 2002.

                                    PART II

Item 1. Market Price of and  Dividends  on the  Registrant's  Common  Equity and
Related Stockholder Matters

The  Company's  common stock is quoted on the National  Quotation  Bureau's Pink
Sheets under the symbol CSNO.  It was formerly  listed under the symbol MGIL. As
of August 25,2000 the Company  traded at a High/Ask  price of $.07 and a Low/Bid
price of $.03. The Company has had no prior history of trading.

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.

                                       18
<PAGE>

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.

Management  intends to strongly  consider  undertaking  a  transaction  with any
merger or acquisition candidate, which will allow the Company's securities to be
traded without the aforesaid  limitations.  However,  there can be no assurances
that,  upon a  successful  merger or  acquisition,  the Company will qualify its
securities for listing on NASDAQ or some other national exchange,  or be able to
maintain the maintenance  criteria  necessary to insure continued  listing.  The
failure  of the  Company  to  qualify  its  securities  or to meet the  relevant
maintenance  criteria after such  qualification  in the future may result in the
discontinuance  of the  inclusion  of the  Company's  securities  on a  national
exchange. In such events,  trading, if any, in the Company's securities may then
continue in the non-NASDAQ  over-the-counter  market. As a result, a shareholder
may find it more difficult to dispose of, or to obtain accurate quotations as to
the market value of, the Company's securities.

Stockholders.

There are 100 holders of the Company's Common Stock.

Dividends

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

Item 2. Legal Proceedings

We are not a party to any material pending legal  proceedings.  We are not aware
of any pending or threatened legal proceedings, in which are involved.

Item  3.  Changes  in  and  Disagreements   with  Accountants  We  have  had  no
disagreements with our auditors.

Item 4. Recent Sales of Unregistered Securities

On May 9,  1997,  we sold  100,000  shares of our  common  stock for  $25,000 in
reliance upon Rule 504 of Regulation D.

On May 29, 1999, we issued a total of 500,000 shares of our common stock to Paul
A.  Ruppanner  for  services  rendered  and we  issued  500,000  shares to Steve
Randall.  On May 29, 1999 we issued 2,166,666 shares to Braderlux ALR; 1,666,667
shares to Burgandy  Holdings,  Ltd.;  1,666,667 shares to Artistocrat Group, and
500,000  shares to Riva  Investments  Ltd.  We relied upon  Section  4(2) of the
Securities  Act of 1933,  as amended  ("the Act").  We believe  Section 4(2) was
available because the transactions did not involve a public offering.

In July  1999,  we issued a Series A  Convertible  Debentures  in the  amount of
$700,000 and received net proceeds of $600,000 after  deducting debt issue costs
of $100,000.  The  debentures are payable with interest at one percent per annum
commencing  August 1999 and are due in full on July 16, 2001. The debentures are
convertible  at any time into  common  stock at 75  percent of the  closing  bid
price,  quoted on the day preceding the conversion date, as reported by the NASD

                                       19
<PAGE>

OTC bulletin board. We issued 995,224 shares of our common stock upon conversion
of $300,000 of debentures  through December 31,1999.  We relied upon Rule 504 of
Regulation  D of the Act.  The  following  shares were  issued to the  debenture
holder in accordance with the conversion option:

August 11, 1999            13,333 shares
August 26, 1999            32,000 shares
August 30, 1999            55,467 shares
September 10, 1999         36,530 shares
October 11, 1999           41,425 shares
November 1, 1999          155,679 shares
November 4, 1999          350,000 shares
December 13, 1999         164,204 shares
January 7, 2000           496,586 shares
January 18, 2000          240,000 shares
March 24,2000             195,804 shares
June 12, 2000           1,475,193 shares

On August 30, 1999, we issued 40,000 shares of our common stock to Frank Fennell
to offer  Supreme  Privileges  Point  System to Internet  Gaming  Customers  and
250,000 shares to Austin Burrell to become  chairman of our advisory board which
we later decided to discontinue. We relied upon Section 4(2) of the Act of 1933.
We believe Section 4(2) was available because the transactions did not involve a
public offering.

On September  28, 1999 and November 17, 1999,  we issued  125,000  shares (Total
250,000 shares) of our common stock to Team Lost Boy BV for the exclusive global
marketing  rights of their Avatar gaming platform  software.  We believe Section
4(2) was available because the transactions did not involve a public offering.

On September  15, 1999,  our board of directors  granted Mr.  Ruppanner  and Mr.
Randall, our officers, options to purchase up to 2,000,000 shares each of common
stock at $0.35 per share through December 2009.  666,666 vested on June 1, 2000;
666,666  options  vest on June 1, 2001 and  666,666  which vest on June 1, 2002.
Each option is  exercisable  into one (1) share of common  stock,  at a price of
$.35 per share.  These options are the only outstanding  options at December 31,
1999.  As of August  13,  2000 none of these  options  have been  exercised.  We
believe Section 4(2) was available  because the  transactions  did not involve a
public offering.

On October 11, 1999, we issued the following shares:

Date      Amount  Name                     Consideration
10/11/99  19,000  Saundra Rosenblum        Purchase URL
10/11/99  25,000  R Garcia                 Administrative assistance at start-up
10/11/99  25,000  Chanelle Olivier         Administrative assistance at start-up
10/11/99  25,000  Charissa Olivier         Administrative assistance at start-up
10/11/99  25,000  Colin  Ruppanner         Administrative assistance at start-up
10/11/99   5,000  Shernalda Raphelia       Outsourced employee incentive
10/11/99   5,000  Anthony P.M. Dick        Outsourced employee incentive
10/11/99   5,000  Scott Moar               Outsourced employee incentive
10/11/99 100,000  Whitehorse Investments   Investment Advisory services
                            Ltd


                                       20
<PAGE>

We believe Section 4(2) was available because the transactions did not involve a
public offering.

During November 1999,  we issued 2,263,678  shares of common stock in return for
services. We believe Section 4(2) was available because the transactions did not
involve a public offering. These shares were issued as follows:

Date        Amount     Name             Consideration
11/17/99   836,247   Paul A. Ruppanner  Shares in lieu of $200,000 Annual
                                        Salary; and serving as Chairman of Board

11/17/99   549,000   Cactus Consulting Intl. In  lieu  of  fee  for    providing
                                        financial services
                                        *Pres. of Cactus is Jan Olivier.

11/17/99   100,000   Claus Wagner-Bartak To serve as a Director

11/17/99   125,000   Team Lost Boys NV   Balance  of  incentive  to  give   CSNO
                                         Worldwide Exclusive Marketing rights

11/21/99    50,000   Adam Barnett       Partial Payment for Financial Consulting

11/21/99   150,000   Stock Exposure Inc.Payment for Marketing Services

11/29/99 453,431     Steven B. Randall  In lieu of salary ($175,000); serving on
                                        Board of Directors.
We believe Section 4(2) was available because the transactions did not involve a
public offering.

On January 2000, we issued shares of our  common  stock for services rendered as
follows:
Date       Amount     Name              Consideration
 1/6/00    82,000    Istrategic LLC     Purchase URLs
1/18/00   100,000     Adam Barnett      Final Payment for Financial Consulting

We believe Section 4(2) was available because the transactions did not involve a
public offering.

On May 2000, we issued shares of our common stock as follows:
Date       Amount    Name               Consideration
5/31/00   150,000    Henrik Ponteyn     Technology  Consulting  and  Trade  Show
                                        Assistance

5/31/00   150,000    Dan Luther         Full   Year   Payment   for   Management
                                        Consulting



We believe Section 4(2) was available because the transactions did not involve a
public offering.

Item 5. Indemnification of Officers and Directors.
The Company's Bylaws provide for indemnification of the Company's directors,
officers,  employees and other agents of the Company to the extent and under the
circumstances  permitted by the Indiana  Business  Corporation Law (the "IBCL").
The  Company's  Bylaws  also  provide  that the  Company  will have the power to
purchase and maintain insurance  covering its directors,  officers and employees
against any liability or loss  asserted  against any of them and incurred by any
of them,  whether  or not the  Company  would have the power to  indemnify  them
against such liability under the IBCL. The Company has a pending  application to
obtain directors' and officers' liability insurance.

                                       21
<PAGE>

Section  5.1  of  Article  V  of  the  Bylaws  of  the  Company   provides   for
indemnification  of directors and officers of the Company to the fullest  extent
authorized  by  the  IBCL,  and  is  set  forth  below:  Section  5.1  Right  to
Indemnification.  Each person who was or is made a party or is  threatened to be
made a party to or is  otherwise  involved  in ay  action,  suit or  proceeding,
whether  civil,  criminal,   administrative  or  investigative   (hereinafter  a
"proceeding"),  by  reason  of the fact that he or she or a person of whom he or
she is the  legal  representative  is or was a  director  or an  officer  of the
Corporation  or is or  was  serving  at the  request  of  the  Corporation  as a
director,  officer,  employee  or  agent  of  any  other  corporation  or  of  a
partnership,  joint venture,  trust or other enterprise,  including service with
respect to any employee benefit plan (hereinafter an "indemnitee"),  whether the
basis of such  proceeding is an alleged  action or failure to act in an official
capacity as a  director,  officer,  employee  or agent or in any other  capacity
while serving as a director, officer, employee or agent, will be indemnified and
held harmless by the Corporation to the fullest extent authorized by the BCL, as
the same  exists  or may  hereafter  be  amended  (but,  in the case of any such
amendment,  only to the extent that such  amendment  permits the  Corporation to
provide broader  indemnification  rights than said law permitted the Corporation
to provide  prior to such  amendment),  against all expense,  liability and loss
(including, without limitation,  attorneys' fees, court costs, judgments, fines,
excise taxes or penalties under the Employee  Retirement  Income Security Act of
1974,  as amended,  and  amounts  paid or to be paid in  settlement)  reasonably
incurred by such indemnities in connection  therewith;  provided,  however, that
except as provided in Section 5.3 with respect to proceedings seeking to enforce
rights to  indemnification,  the Corporation will indemnify any such indemnities
seeking  indemnification  in  connection  with a  proceeding  (or part  thereof)
initiated by such  indemnities  only if such  proceeding  (or part  thereof) was
authorized by the Board of Directors.

                                   PART III

ITEM 1.  INDEX TO EXHIBITS

EXHIBITS DESCRIPTION OF DOCUMENT

3.1       Articles of Incorporation

3.2       Bylaws

3.3       Certificate of Amendment to Articles of Incorporation

10.1      Employee Contract - Ruppanner

10.2      Employee Contract - Randall

10.3      1999 Stock Option and Restricted Stock Plan

10.4      Stock Option Agreement - Ruppanner

10.5      Stock Option Agreement - Randall

10.6      Agreement Lost Boys - The Netherlands

10.7      Financial Consulting Agreement - Portfolio

27.1      Financial Data Schedule - December 31, 1999

27.2      Financial Data Schedule - June 30, 2000


                                   SIGNATURES

Pursuant to the  requirements  of Section 12 of the  Securities  Exchange Act of
1934, the Registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.



                                                       By: /s/ Paul A. Ruppanner
                                                              Paul A. Ruppanner,
                                                          President and Director
Dated August 25, 2000


<PAGE>



                            CASINOBUILDERS.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                          INDEX TO FINANCIAL STATEMENTS




Independent Auditors' Report................................................ F-2

Balance Sheet............................................................... F-3

Statements of Operations.................................................... F-4

Statement of Stockholders' Equity........................................... F-5

Statements of Cash Flows.................................................... F-6

Notes to Financial Statements........................................ F-7 - F-13



















                                       F-1


<PAGE>
                          INDEPENDENT AUDITORS' REPORT

To the Board of Directors
Casinobuilders.Com, Inc.

          We have audited the accompanying balance sheet of  Casinobuilders.Com,
Inc. (A  Development  Stage  Company) as of December 31,  1999,  and the related
statements of operations, changes in stockholders deficit and cash flows for the
years ended December 31, 1999 and 1998 and for the period from inception (August
23,  1995)  to  December  31,  1999.   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  financial  statements  referred to above present
fairly, in all material respects,  the financial position of Casinobuilders.Com,
Inc. as of December  31, 1999 and the results of its  operations  and cash flows
for the years ended December 31, 1999 and 1998 and for the period from inception
(August 23, 1995) to December 31, 1999 in  conformity  with  generally  accepted
accounting principles.

           The  accompanying  financial  statements have been prepared  assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
financial statements,  the Company incurred cumulative losses of $2,238,000 from
inception (August 23, 1995 to December 31, 1999). Additionally,  the Company had
working  capital  and  total  capital  deficiencies  of  $237,000  and  $79,000,
respectively,  at December 31, 1999. These conditions  raise  substantial  doubt
about the Company's ability to continue as a going concern.  Management's  plans
with  respect to these  matters are also  described  in Note 2 to the  financial
statements. The accompanying financial statements do not include any adjustments
that might result should the Company be unable to continue as a going concern.

          As discussed  in Note 14,  the Company  became aware in June 2000 of a
potential claim against the Company  involving the Series A Senior  Subordinated
Convertible Debentures. There is currently no pending litigation in this matter.
The Company is unable to assess the merits of the potential claim if such action
were brought against the Company, nor is it able to quantify the potential loss,
if any, that might result if such claim was asserted. Accordingly, the financial
statements do not include a provision for loss that might arise from such claim.


                                                    /s/Feldman Sherb & Co., P.C.
                                                       Feldman Sherb & Co., P.C.
                                                    Certified Public Accountants

New York, New York
June 30, 2000

                                       F-2
<PAGE>

                            CASINOBUILDERS.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                                 BALANCE SHEETS



<TABLE>
<CAPTION>


 ASSETS


                                                                                            December 31,              June 30,
                                                                                                1999                    2000
                                                                                                                     (Unaudited)
<S>                                                                                 <C>                      <C>

CASH                                                                                  $                54,964  $              9,951

DEPOSITS                                                                                              468,750                     -

INTANGIBLES AND OTHER ASSETS                                                                           50,238                58,180
                                                                                        ----------------------   -------------------
                                                                                      $               573,952  $             68,131
                                                                                         ======================   ==================

  LIABILITIES AND STOCKHOLDERS' DEFICIT



CURRENT LIABILITIES:
     Accounts payable and accrued expenses                                            $               170,788  $            167,100
     Advance payable                                                                                        -               100,000
     Deferred licensing revenues                                                                      120,732                     -
                                                                                        ----------------------   -------------------
         TOTAL CURRENT LIABILITIES                                                                    291,520               267,100
                                                                                        ----------------------   -------------------
DEBENTURES PAYABLE - Due July 2001                                                                    361,507               206,000



STOCKHOLDERS' DEFICIT:
     Common Stock, $.001 par value, 50,000,000 shares authorized;
         17,657,902 and 19,650,899 shares issued and outstanding                                       17,657                19,650
     Additional paid in capital                                                                     2,157,957             1,945,614
     Deficit accumulated in the development stage                                                  (2,254,689)           (2,370,233)
                                                                                        ----------------------   -------------------
         TOTAL STOCKHOLDERS' DEFICIT                                                                  (79,075)             (404,969)
                                                                                        ----------------------   -------------------
                                                                                      $               573,952  $             68,131
                                                                                        ======================   ===================


                       See notes to financial statements

</TABLE>



                                      F-3


<PAGE>

                            CASINOBUILDERS.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>



                                                                            Inception
                                           Year Ended December 31,      (August 23, 1995)        Six Months            Inception
                                         ---------------------------   --------------------         Ended          (August 23, 1995)
                                            1998           1999        to December 31, 1999     June 30, 2000      to June 30, 2000
                                                                                                 (Unaudited)             (Unaudited)
<S>                                  <C>           <C>             <C>                     <C>                <C>

REVENUES                               $           - $             - $                    -  $         123,232  $           123,232
                                         -----------   -------------   --------------------   ----------------   -------------------
COSTS AND EXPENSES:
     Cost of services                              -               -                      -             43,050               43,050
     Selling, general and administrative      10,802       1,266,167              1,291,482            154,242            1,445,724
     Loss on terminated acquisition                -         650,000                650,000                  -              650,000
     Interest on debentures                        -         313,207                313,207             41,484              354,691
                                         -----------   -------------   --------------------   ----------------   -------------------
                                              10,802       2,229,374              2,254,689            238,776            2,493,465
                                         -----------   -------------   --------------------   ----------------   -------------------

NET LOSS                               $     (10,802)$    (2,229,374)$           (2,254,689) $        (115,544) $        (2,370,233)
                                         ============  ==============  =====================   ================   ==================

BASIC AND DILUTED
     LOSS PER COMMON SHARE             $       (0.00)$         (0.19)$                (0.29) $           (0.01) $             (0.27)
                                         ============  ==============  =====================   ================   ==================

WEIGHTED AVERAGE COMMON
     SHARES OUTSTANDING                    9,780,000      12,002,764              7,835,253         18,394,759            8,900,113
                                         ============  ==============  =====================   ================   ==================

</TABLE>


Note: The Company was inactive during the six months ended June 30, 1999.
Accordingly, no comparative operating results are presented herein.





                                      F-4


<PAGE>


                            CASINOBUILDERS.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                  STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

<TABLE>
<CAPTION>

                                                                                                           Deficit
                                                                                                          Accumulated
                                                                                           Additional       in the        Total
                                                       Price per   Common Stock, Par Val      Paid        Development  Stockholders'
                                              Date     Share       Shares         Amount     Capital         Stage        Deficit

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

Inception                                    8/23/95                   -        $     -     $     -         $      -      $       -
Issuance of shares for cash                 10/20/95     0.03     60,000             60       1,440                           1,500
                                                                  -------       -------     -------         ---------      ---------
BALANCE, DECEMBER 31, 1995                                        60,000             60       1,440                -          1,500
Issuance of shares for cash                   7/3/96     0.37      3,000              3       1,097                           1,100
Net Loss                                                                                                      (1,922)        (1,922)
                                                                  -------       -------     -------         ---------      ---------
BALANCE, DECEMBER 31, 1996                                        63,000             63       2,537           (1,922)           678

Issuance of shares for cash                  5/19/97     0.25    100,000            100      24,900                          25,000

Net loss                                                               -              -           -          (12,591)       (12,591)
                                                                  -------       -------     -------         ---------      ---------
BALANCE, DECEMBER 31, 1997                                       163,000            163      27,437          (14,513)        13,087
Forward Split-30:1                            3/2/98           4,727,000          4,727      (4,727)
Net loss                                                               -              -           -          (10,802)       (10,802)
                                                                  -------       -------     -------         ---------      ---------
BALANCE, DECEMBER 31, 1998                                     4,890,000          4,890      22,710          (25,315)         2,285
Shares contributed to treasury and cancelled 5/13/99          (1,890,000)        (1,890)      1,890                               -

Forward Split- 2-1                           5/13/99           3,000,000          3,000      (3,000)                              -
Beneficial conversion feature - debentures                             -              -     200,000                         200,000

Issuance of shares for:
    Services                                 5/17/99   0.0167 1,000,000           1,000      15,700                          16,700
    Cash                                     5/27/99   0.0167 6,000,000           6,000      94,000                         100,000
    Marketing rights and service             9/28/99   0.50     165,000             165      82,301                          82,466
    Director services                        9/28/99   0.50     250,000             250     124,699                         124,949
    Conversion of debentures                 9/10/99   0.55     137,330             137      75,863                          76,000
    Services - acquisition                  10/11/99   0.63     750,000             750     468,000                         468,750
    Purchase of domain name                 10/11/99   0.63      19,000              19      11,856                          11,875
    Services                                10/11/99   0.63     215,000             215     134,160                         134,375
    Conversion of debentures                10/11/99   0.48      41,425              41      19,959                          20,000
    Conversion of debentures                 11/1/99   0.35     155,679             156      53,845                          54,000
    Services                                11/17/99   0.31   2,063,678           2,064     642,836                         644,899
    Services                                11/21/99   0.32     200,000             200      63,800                          64,000
    Conversion of debentures                12/13/99   0.30     164,204             164      49,836                          50,000
    Conversion of debentures                12/20/99   0.20     496,586             496      99,504                         100,000
Net loss                                                              -               -           -       (2,229,374)    (2,229,374)
                                                             ------------       -------   ---------       -----------     ----------
BALANCE, DECEMBER 31, 1999                                   17,657,902          17,657   2,157,957       (2,254,689)       (79,075)

Issuance of shares for:

    Services                                  1/6/00   0.20     100,000             100      19,900                          20,000
    Trade name                                1/6/00   0.20      82,000              82      16,318                          16,400
    Conversion of debentures                  2/8/00   0.17     435,804             436      74,564                          75,000
    Additional interest on debentures        3/31/00   0.10     350,000             350      34,650                          35,000
    Conversion of debentures                  5/1/00   0.13     137,931             138      17,862                          18,000
    Conversion of debentures                  5/9/00   0.05     750,000             750      35,250                          36,000
    Conversion of debentures                 5/11/00   0.05     279,570             280      12,720                          13,000
    Services                                 5/31/00   0.09     300,000             300      26,700                          27,000
    Conversion of debentures                  6/4/00   0.06     307,692             308      17,692                          18,000
    Return and cancellation of shares issued in
      connection with terminated acquisition 6/30/00   0.63   (750,000)            (750)   (468,000)                       (468,750)
Net loss                                                                                                     (115,544)     (115,544)
                                                             ------------      --------   ---------       -----------     ----------
BALANCE, JUNE 30, 2000  (Unaudited)                           19,650,899       $ 19,650  $1,945,614      $ (2,370,233)    $(404,969)
                                                             ============      ========   =========       ============    ==========

</TABLE>

                       See notes to financial statements


                                      F-5





<PAGE>

                            CASINOBUILDERS.COM, INC.
                          (A DEVELOPMENT STAGE COMPANY)

                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>


                                                                                     Inception         Six Months       Inception
                                                       Year Ended December 31,   (August 23, 1995)       Ended      August 23, 1995)
                                                          1998          1999   to December 31, 1999  June 30, 2000  to June 30, 2000
                                                                                                       (Unaudited)       (Unaudited)
<S>                                                  <C>         <C>             <C>               <C>            <C>

CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                           $ (10,802)  $ (2,229,374)   $(2,254,689)      $  (115,544)   $    (2,370,233)
                                                       ----------  ------------    ------------      -------------      ------------

    Adjustments to reconcile net loss to net cash
      used in operating activities:
        Amortization of debt issuance costs                    -         61,507         61,507             4,493             66,000
        Depreciation and amortization                         74          4,199          4,446             8,458             12,904
        Common stock issued for services                       -      1,067,389      1,067,389            47,000          1,114,389
        Non-cash interest on debentures                        -        200,000        200,000            36,991            236,991

    Changes in assets and liabilities:
      Increase (decrease) in
          accounts payable and accrued expenses              100        170,097        170,418            (5,679)           164,739
      Increase (decrease) in deferred licensing revenues       -        120,732        120,732          (120,732)                 -
        Total adjustments                                    174      1,607,224      1,607,792           (29,469)         1,578,323
                                                       ----------  ------------    ------------      -------------      ------------
NET CASH USED IN OPERATING ACTIVITIES                    (10,628)      (605,450)      (630,197)         (145,013)          (775,210)
                                                       ----------  ------------    ------------      -------------      ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Acquisition of intangible and other assets                 -        (42,439)       (42,439)                -            (42,439)
                                                       ----------  ------------    ------------      -------------      ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Issuance of common stock                                   -        100,000        127,600                 -            127,600
    Proceeds from advance                                      -              -              -           100,000            100,000
    Proceeds from sale of debentures                           -        600,000        600,000                 -            600,000
                                                       ----------  ------------    ------------      -------------      ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                      -        700,000        727,600           100,000            827,600
                                                       ----------  ------------    ------------      -------------      ------------
NET INCREASE (DECREASE) IN CASH                          (10,628)        52,111         54,964           (45,013)             9,951

CASH - beginning of period                                13,481          2,853              -            54,964                  -
                                                       ----------  ------------    ------------      -------------      ------------
CASH - end of period                                   $   2,853     $   54,964      $  54,964        $    9,951        $     9,951
                                                        ===========   ============  ==========         =========          ==========


SUPPLEMENTAL DISCLOSURE OF CASH FLOW
    INFORMATION:

    No cash payments were made for income taxes or
    interest during each of the above periods.

    Non-cash investing and financing activities

      Common stock issued for:

        Conversion of debentures                        $      -     $  300,000     $  300,000        $  160,000     $      460,000
                                                        ===========   ============  ==========        ===========   ================

        Acquisition of intangible assets                $      -     $   11,875     $   11,875        $   16,400     $       28,275
                                                        ===========   ============  ==========        ===========   ================


</TABLE>

   Note: The Company was inactive during the six months ended June 30, 1999.
    Accordingly, no comparative statement of cash flows is presented herein.


                       See notes to financial statements


                                       F-6

<PAGE>

                            CASINOBUILDERS.COM, INC.
                            ------------------------
                          (A Development Stage Company)

                          NOTES TO FINANCIAL STATEMENTS

                     YEARS ENDED DECEMBER 31, 1999 AND 1998

1.        THE COMPANY

               Casinobuilders.Com, Inc. (the "Company"), formerly known as Magic
          Lantern  Group,  Inc.,  was  organized in Nevada in August  1995.  The
          Company  plans  to  provide  consulting,   marketing  and  operational
          services to clients offering electronic gaming  entertainment  through
          the Internet. The Company was in the development stage at December 31,
          1999.

               UNAUDITED  FINANCIAL  STATEMENTS  -  The  accompanying  unaudited
          interim  financial  statements  have been prepared in accordance  with
          generally  accepted   accounting   principles  for  interim  financial
          information.  Accordingly, they do not include all the information and
          footnotes  required by generally  accepted  accounting  principles for
          complete  financial  statements.  In the  opinion of  management,  all
          adjustments  which include normal recurring  adjustments  necessary to
          present fairly the financial position,  results of operations and cash
          flows  for all  periods  presented  have been  made.  The  results  of
          operations  for the six  month  period  ended  June  30,  2000 are not
          necessarily  indicative  of the  results  of  operations  that  may be
          expected  for the year  ending  December  31,  2000.  These  financial
          statements  should be read in conjunction with the Company's  December
          31, 1999 financial  statements and accompanying notes thereto included
          in Form 10-SB.

2.        GOING CONCERN

               The accompanying financial statements have been prepared assuming
          that  the  Company  will  continue  as a going  concern.  The  Company
          incurred  cumulative  losses of $2,238,000 from inception  (August 23,
          1995) to  December  31,  1999.  Additionally,  the Company had working
          capital and total  capital  deficiencies  of  $237,000  and $79,000 at
          December 31, 1999. These conditions raise  substantial doubt about the
          Company's ability to continue as a going concern.  Management's  plans
          with respect to these matters include restructuring its existing debt,
          raising  additional  capital through future  issuances of stock and or
          debentures  and   ultimately   developing  a  viable   business.   The
          accompanying  financial statements do not include any adjustments that
          might be necessary should the Company be unable to continue as a going
          concern.

                                       F-7

<PAGE>



3.       SIGNIFICANT ACCOUNTING POLICIES

         A.       USE OF ESTIMATES - The preparation of financial  statements in
                  conformity  with  generally  accepted  accounting   principles
                  requires  management to make  estimates and  assumptions  that
                  affect the amounts  reported in the financial  statements  and
                  disclosure of contingent assets and liabilities at the date of
                  the  financial  statements.  Actual  results could differ from
                  these estimates.

         B.       LOSS PER SHARE - Basic loss per share was  computed  using the
                  weighted average number of shares of outstanding common stock.
                  Weighted  average share and per share amounts were restated to
                  give retroactive effect to the stock splits occurring in March
                  1998 and May 1999.  Diluted per share amounts when  applicable
                  also include the effect of dilutive  common stock  equivalents
                  from  the  assumed  exercise  of  options  and  conversion  of
                  debentures.

         C.       REVENUE RECOGNITION - Revenues are recognized over the term of
                  the contracts on a straight-line basis.

         D.       INCOME TAXES - Income taxes are accounted for under  Statement
                  of Financial  Accounting  Standards No. 109,  "Accounting  for
                  Income Taxes",  which is an asset and liability  approach that
                  requires   the   recognition   of  deferred   tax  assets  and
                  liabilities for the expected future tax consequences of events
                  that  have  been   recognized  in  the   Company's   financial
                  statements or tax returns.

         E.       FAIR VALUE OF FINANCIAL  INSTRUMENTS - The carrying amounts of
                  the assets  and  liabilities  reported  in the  balance  sheet
                  approximate  their fair market  value based on the  short-term
                  maturity of these instruments.

         F.       STOCK-BASED COMPENSATION -   The  company accounts  for  stock
                  transactions in accordance  with  APB  No. 25, "Accounting for
                  Stock Issued to Employees".   In accordance  with statement of
                  Financial  Accounting  Standards    No.  123     ("SFAS 123"),
                  "Accounting for Stock-Based Compensation", the Company adopted
                  the pro forma disclosure requirements of SFAS 123.













                                       F-8

<PAGE>



4.       LOSS ON TERMINATED ACQUISITION

                  On October 31,  1999,  the Company  entered  into an agreement
         with  Futurenet  Holdings  Ltd.  ("Futurenet")  to  acquire  all of the
         outstanding  shares of Cyberluck,  Curacao N.V.,  Conet N.V. and Global
         Cash N.V. for $1,700,000. The acquisition,  if consummated,  would have
         provided  the Company  with a  Netherlands  Antilles  exclusive  master
         license to operate  Internet  gaming  casinos  in  addition  to certain
         computer equipment and software adapted for such purpose.  The purchase
         price was payable in  installments  due as follows:  $650,000 - October
         31,  1999;  $350,000 - December 1, 1999;  $600,000 - February 29, 2000;
         $100,000  -  July  1,  2000.  The  initial   payment  of  $650,000  was
         non-refundable and was paid $450,000 through September 30, 1999 and the
         balance of $200,000 in October 1999. The Company was unable to make the
         scheduled  payment of $350,000 due on December 1, 1999 and  accordingly
         lost the right to consummate the  acquisition  with the result that the
         $650,000 initial payment has been forfeited.  The financial  statements
         at December 31, 1999 give effect to the  termination of the acquisition
         and to the related loss  incurred.  The Company  issued  750,000 shares
         valued at $468,750 to a certain  person,  contingent on the  successful
         completion of the acquisition. The acquisition was terminated,  thereby
         requiring  the return of the shares to the  Company.  Such  shares were
         returned in June 2000 and cancelled.

5.       INTANGIBLES AND OTHER ASSETS

         At December 31,  1999,  intangibles  and other assets  consisted of the
         following:

                                             Estimated
                                            useful life                   Amount

                                          ----------------      ----------------
         Office equipment                 5 years               $          3,500
         Domain name                      5 years                         11,875
         Software platform                3 years                         39,062
                                                                ----------------
                                                                          54,437

         Less: Accumulated depreciation
          and amortization                                                 4,199
                                                                ----------------
                                                                $         50,238
                                                                ================






                                       F-9

<PAGE>





6.       ACCOUNTS PAYABLE AND ACCRUED EXPENSES

         At December 31, 1999,  accounts payable and accrued expenses  consisted
         of the following:

         Trade payables                                      $            89,841
         Consulting fees                                                  51,504
         Professional fees                                                27,243
         Interest on debentures                                            2,200
                                                             -------------------
                                                             $           170,788
                                                             ===================




7.       ADVANCE PAYABLE

                  The  Company  received  $100,000  in March  2000 as payment in
         advance for the issuance of the Company's common stock.  As of June 30,
         2000, the number  of  shares  to  be  issued  has  not been determined.
         Accordingly, such funds are reflected in the financial statements as an
         "advance payable"

8.       DEBENTURES PAYABLE

                  In  July  1999,   the  Company  issued  Series  A  Convertible
         Debentures  in the amount of  $700,000  and  received  net  proceeds of
         $600,000 after  deducting debt issue costs of $100,000.  The debentures
         are payable with  interest at one percent per annum  commencing  August
         1999  and  are  due in  full  on July  16,  2001.  The  debentures  are
         convertible  at any time into common stock at 75 percent of the closing
         bid price, quoted on the day preceding the conversion date, as reported
         by  the  NASD  "OTC-Bulletin  Board".  The  discount  provided  to  the
         debenture holders  represents a beneficial  conversion feature which at
         the time of issuance amounted to $200,000.  Such amount was included in
         interest  expense in the  financial  statements  at December  31, 1999.
         Interest at one percent per annum is accrued monthly and is convertible
         into common shares as determined by the agreement.  Debt issuance costs
         are  being  amortized  over  the  life of the  loan or July  16,  2001,
         whichever  is sooner.  At  December  31,  1999 such costs  amounted  to
         $61,507  and were  included  in the  financial  statements  as interest
         expense.  Debentures  payable at December 31, 1999 of $ 361,507 are net
         of  unamortized  debt  issuance  costs of $38,493.  The Company  issued
         995,224  shares  of  common  stock  upon   conversion  of  $300,000  of
         debentures  through December 31, 1999. At December 31, 1999 the Company
         incurred debt service costs of $49,500, which were included as interest
         expense in the financial statements at such date.

                                      F-10

<PAGE>





9.       DEFERRED LICENSING REVENUES

                  On  September  15,  1999,  the  Company  signed a contract  to
         license a Turn-Key  Internet  Casino for a term of three years expiring
         in  September  2002.  The  agreement  called for an initial  payment of
         $65,750  upon  signing of the  contract  and  $200,000  within 120 days
         thereafter.  In January 2000, the customer terminated the agreement and
         accordingly  forfeited  the  initial  payment.  In December  1999,  the
         Company  received an advance of $54,982 for  services to be provided in
         the year 2000.  Such receipts,  totalled  $120,732 and were included in
         the financial statements as deferred licensing revenues at December 31,
         1999.  The Company  recorded  the full amount of such revenue as income
         earned during the six months ended June 30, 2000.

10.      LEASES

                  Prior to May 1999,  the Company  neither  owned nor leased any
         real property.  The Company  currently  utilizes an executive  suite in
         Colorado  Springs,  Colorado,  which provides  mailing and  secretarial
         services to the Company on a month-to-month basis at $50 per month.

                  The Company's  client support offices are located in Kirkland,
         Washington.  The Company leases this space on a month-to-month basis at
         $500 per month.

                   Total rent expense for 1999 was $3,283.

11.      STOCK SPLIT

                  On March 3, 1998,  the Company  declared a forward stock split
         on a 30:1 basis. On May 13, 1999, the Company  declared a forward stock
         split  on a 2:1  basis.  All  share  and  per-  share  amounts  in  the
         accompanying   financial   statements   have  been   restated  to  give
         retroactive effect to the stock splits.

                                      F-11

<PAGE>





12.      STOCK OPTIONS

                  On September 15, 1999,  the Company  instituted a stock option
         and  restricted  stock plan which is available  to selected  directors,
         officers, employees and consultants of the Company ("Participants").

                  The term of each option is ten years from the date of grant or
         such shorter term as  determined  by the Stock  Option  Committee  (the
         "Committee")  except  for a grant to a 10%  shareholder,  for which the
         term will be five years.  The exercise  price will be determined by the
         Committee  and will not be less than 100% of the fair  market  value of
         the shares subject to the option on the date of grant.

                  The  restricted  stock  would be granted to  Participants  for
         services rendered at no additional cost to the Participants. The terms,
         conditions  and  restrictions  of the stock will be  determined  by the
         committee  on the date of  grant.  On the date the  restriction  period
         terminates, the restricted stock will vest in the Participant.

                  On September 15, 1999, the board of directors  granted Messrs.
         Ruppanner and Randall, both officers of the Company options to purchase
         up to 2,000,000  shares each of common stock at $0.35 per share through
         December 2009,  with vesting over a three-year  period from the date of
         hire. The aforementioned  options were the only outstanding  options at
         December 31, 1999.

                  Pro forma information regarding net loss and loss per share is
         presented  below as if the Company had accounted for its employee stock
         options  under  the fair  value  method  of SFAS  123;  such pro  forma
         information  is  not  necessarily  representative  of  the  effects  on
         reported net income for future years due to,  among other  things:  (1)
         the  vesting  period of the  stock  options  and the (2) fair  value of
         additional stock options in future years.

                  Had compensation cost for the Company's stock option plan been
         determined based upon the fair value at the grant date for awards under
         the plan consistent with the methodology prescribed under SFAS 123, the
         Company's  net loss for the period  ended  December 31, 1999 would have
         been  approximately  ($2,741,811)  or ($0.23) per share.  The  weighted
         average  fair value of the  options  granted  during  the period  ended
         December 31, 1999 are estimated as $0.35 on the date of grant using the
         Black-Scholes  option-pricing model with the following assumptions used
         for the period ended December 31, 1999:  expected dividend yield of 0%,
         expected  volatility of 50%,  risk free  interest rate of 5.7%,  and an
         estimated life of five years.

                                      F-12

<PAGE>




13.      INCOME TAXES

                  The following is a reconciliation  of income taxes and amounts
         computed  using the U.S.  Federal  statutory rate and the effective tax
         rate for the years ended December 31, 1999 and 1998

                                                       1999                 1998
                                                   ------------     ------------
         Pre-tax loss                              $ (2,212,000)    $   (10,800)
                                                                    ============
         Tax benefit at Federal statutory rate (35%)   (774,000)         (3,800)
         Permanent  differences                           4,000               -
         Tax benefit not recognized                     770,000           3,800
                                                  -------------     ------------
         Taxes per financial statements            $          -     $         -
                                                  =============     ============


                  The Company  has adopted  Statement  of  Financial  Accounting
         Standards No. 109,  "Accounting for Income Taxes". Under this standard,
         the Company  records as an asset its net  operating  loss  carryforward
         ("NOL")  based upon current tax returns,  and  establishes  a valuation
         allowance  to the extent of any NOL which will not be  utilized  in the
         foreseeable  future. At this time, the Company can not reliably predict
         future  profitability.  Accordingly,  the  deferred  tax asset has been
         reduced in its entirety by the valuation allowance.  As of December 31,
         1999,   the  Company  had  net   operating   loss  carry   forwards  of
         approximately $2,234,000 expiring variously through 2019.

                  A significant  portion of these carry  forwards may be subject
         to limitations on annual  utilization due to "equity  structure shifts"
         or "owner shifts" involving "5 percent stockholders" (as defined in the
         Internal  Revenue  Code),  which  resulted in more than a 50% change in
         ownership.

14.      SUBSEQUENT EVENT

                  In  June  2000,  the  Company issued  1,475,193  shares of its
         common  stock  in  accordance  with the  conversion  provisions  of its
         Series  A  Subordinated  Convertible  Debentures.  Under the  advice of
         counsel,  these  shares  were  issued  with  a  restrictive  legend  in
         accordance  with  the  Securities  Act  of 1933.  Although  there is no
         pending  litigation,  nor  threat of  litigation  in this  matter,  the
         debenture  holder  may take  action  against  the Company to remove the
         restrictive legend from these shares.

                  The  Company  is  unable  to  assess the merits of a potential
         claim  if such demand or action is brought against the Company,  nor is
         it  able to quantify the  potential  loss, if any, that might result if
         such  claim is asserted.  Accordingly,  the financial statements do not
         include  a provision for loss that might arise from such claim.


                                      F-13



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