PLAYANDWIN INC, 10SB12G/A, 2000-05-31

PLAYANDWIN INC
10SB12G/A, 2000-05-31
NON-OPERATING ESTABLISHMENTS

Previous: DCM SERIES TRUST, NSAR-A, EX-27, 2000-05-31

Next: PLAYANDWIN INC, 10SB12G/A, EX-2.1, 2000-05-31

<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-SB
GENERAL FORM FOR REGISTRATION OF SECURITIES
OF SMALL BUSINESS ISSUERS

Pursuant to Section 12(b) or (g) of the Securities and Exchange
Act of 1934

PLAYANDWIN, INC.
(Exact name of registrant as specified in its charter)
Amendment 2

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

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

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

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

Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.001 per share

1
</page>

<PAGE>
ITEM 1. DESCRIPTION OF BUSINESS

Background

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

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

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

The Company was unable to raise sufficient funding to pursue that
objective, and therefore abandoned its amended business plan and
continued to be a developmental stage company. Because the
business plan for soybean growing, distribution, processing and
manufacturing was abandoned, the employment agreement was
terminated. Mr. Thompson, however, retains his common stock and
retained his proprietary rights to the processes also pursuant to
the terms of the employment agreement.
2
</page>

<PAGE>
On January 13, 1999, the Company issued 200,000 shares of its
common stock to Thompson Kernaghan & Co. Inc. for consideration
of $150,000. This issuance was made in accordance with the
exemption from registration requirements of Regulation D, Rule
506.

Preliminary Notes

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

Enforceability of Civil Liabilities Against Foreign Persons:

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

Subsidiaries

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

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

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

In October, 1999, the Company's wholly-owned Ontario subsidiary,
Playandwin Canada, Inc. (PWIN Canada), acquired all of the issued
and outstanding securities of Lynx Gaming Corp., and 5% of the
issued and outstanding equity of P.E.S.T. Creative Gaming Corp.
(P.E.S.T.) for securities convertible into common shares of the
Company. Lynx is the owner of the other 95% of P.E.S.T. The
convertible securities may not be converted before the first
anniversary of the closing of the acquisitions. Thereafter, one
third of the securities may be converted on the first
anniversary, a further third on the second anniversary, and all
securities may be converted after the third anniversary of the
closing. If all the convertible securities are converted, they
will increase the issued and outstanding common shares of the
Company by 3,883,690.

Acquisitions of Lynx and PEST

On August 30, 1999, effective October 1, 1999,PWIN Canada entered
into a Share Exchange Agreement with Lynx Gaming Corp. (Lynx),
then a privately held corporation. Lynx, along with its own
operations, is a minority-joint venture partner in Racingo
Investments Ltd. (RIL) which is developing a horse-racing based
game involving grid betting known as Racingo (see "Racingo Rules"
- On- and Off-Track Betting License Agreement).
3
</page>

<PAGE>

In accordance with the agreement, PWIN Canada i) exchanged
3,429,118 Class B nonvoting common shares ("Exchangeable
Shares") for 6,858,236 shares of Lynx's common stock; ii)
exchanged 368,857 warrants to purchase 368,857 of
Exchangeable Shares at $1.70 per share, for a period of six
months after October 1, 2000, for 737,714 warrants to
purchase 737,714 shares of Lynx's common stock at $0.85 per
share

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

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

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

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

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

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

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

(c) Each Exchangeable Share may be exchanged at the
request of the PWIN Canada at any time during the
period ending on and including the day of the fifth
anniversary of the Closing Date, and shall be exchanged
upon: (i) the occurrence of a take over bid for all of
the issued and outstanding shares of PWIN; or (ii) the
day of the fifth anniversary of the Closing Date. All
Exchangeable Shares shall be automatically exchanged on
the fifth anniversary of the Closing Date.
4
</page>

<PAGE>

Exchangeable Warrants. Each Exchangeable Warrant to be
issued by the PWIN Canada pursuant to this Agreement shall
entitle its holder to acquire one Exchangeable Share at a
price of $1.70. No Exchangeable Warrant may be exercised on
or before the day of the first anniversary of the Closing
Date. The Exchangeable Warrants shall expire eighteen (18)
months after the Closing Date.

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

In accordance with the agreement, PWIN Canada i) exchanged
57,144 Exchangeable Shares, for 114,288 shares of PEST's
common stock; and i) exchanged 28,571 warrants to purchase
28,571 Exchangeable Shares at $1.70 per share, for 28,571
warrants to purchase 28,571 shares of PEST's common stock at
$0.85 per share.

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

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

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

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

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

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

Exchangeable Warrants. Each Exchangeable Warrant to be
issued by PWIN Canada pursuant to this Agreement shall
entitle its holder to acquire one Exchangeable Share at a
price of $1.70. No Exchangeable Warrant may be exercised on
or before the day of the first anniversary of the Closing
Date. The Exchangeable Warrants shall expire eighteen (18)
months after the Closing Date.

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

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

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

PacCanUs Inc. - 400 common shares, 425 Class A Shares; 375 Class
B Shares; and 375 Class C Shares

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

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

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

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

(d) No dividends will be issued for the Common Shares.
5
</page>

<PAGE>
Racingo Investments Ltd.

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

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

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

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

PacCanUs Inc.

PacCanUs Inc. is a holding company whose operating companies are
in the business of developing and executing communications needs
to clients in both Canada and the US.

Vickers and Benson Advertising

Vickers & Benson is one of the few full-service, integrated
communications companies left that is still 100% Canadian-owned.
With annual billings of over $213 million, we consistently rank
as one of the top-ten agencies in Canada. Our motto is to make
our clients rich and our mothers proud. Which is something we do
regularly, including our breakthrough work for mbanx (the times
are a changin' - a la Bob Dylan) and Bank of Montreal (can a bank
change?)
6
</page>

<PAGE>
MaxxMedia Media Buying Services

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

Warwick & Associates - Public Relations

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

Vickers and Benson Account Planning

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

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION

NOTE REGARDING PROJECTIONS AND FORWARD LOOKING STATEMENTS

This registration statement contains statements that are forward-
looking statements within the meaning of the federal securities
laws. These include statements about our expectations, beliefs,
intentions or strategies for the future, which we indicate by
words or phrases such as "anticipate," "expect," "intend,"
"plan," "will," "believe" and similar language. These statements
involve known and unknown risks, including those resulting from
economic and market conditions, the regulatory environment in
which we operate, competitive activities, and other business
conditions, and are subject to uncertainties and assumptions set
forth elsewhere in this registration statement. Our actual
results may differ materially from results anticipated in these
forward-looking statements. We base our forward-looking
statements on information currently available to us, and we
assume no obligation to update these statements.
7
</page>

<PAGE>

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

Risk Factors

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

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

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

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

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

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

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

SPECULATIVE NATURE OF COMPANY'S PROPOSED OPERATIONS. The success
of the Company's operations may be dependent upon management
together with numerous other factors beyond the Company's
control.
8
</page>

<PAGE>
Marketing Plans

Initially, the Company will launch Fantasy Racingo in the United
States. Fantasy Racingo will be offered for free and utilized as
a brand awareness and upsale campaign. The Company will use
Internet Sports Network, Inc. (ISN) to produce, manage and host
the software.

ISN is a company that specializes in games/contests strategy,
services, and related content. They license the proprietary
technology underlying their contests and content and provide
customizing and marketing services to leading web sites. ISN
products are licensed as private label products and are also
available in co-marketing opportunities through their network of
ISN owned and operated online sites, such as SportsRacket.com
brand and ISN's partner brands.

The Company and ISN will co-market Fantasy Racingo through ISN's
customers (1.7 million registered users) and also through print
media. The co-marketing plan between ISN, the software
development host for Fantasy Racingo and the Company is
structured in a way that the party who generates the advertiser
shall be entitled to 80% of the revenue generated from that
particular advertiser while the other party is entitled to 20% of
the revenues. Both companies will actively pursue further clients
who will market Fantasy Racingo on their web-sites. If ISN
delivers Fantasy Racingo to their clients (e.g. sportsline.com,
playboy.com, etc.), then ISN will be entitled to 80% of the
revenues, while the Company will receive 20%. (Note: Mr.
McFadden, Director of the Company, is also the Director of
Marketing at ISN. Mr. DeFrancesco, a member of the Company's
Advisory Board, is President and Chairman of the Board for ISN.)

The Company is also negotiating a platform for Internet Racingo
with a television network to build an infrastructure to hub a
worldwide betting platform. (see "Horse Racing Channel"). This
platform will not accept North American bets and will feature
Racingo games in multi-language versions (i.e. Australian
Racingo, Asian Racingo, German Racingo, etc.).

On- and Off-Track RACINGO

The Company holds an exclusive license from RIL to use or sub-
license the use of RACINGO (and all related patents, trademarks,
copyrights and other intellectual property rights) at on- or off-
track betting establishments. The license covers the territories
of Canada, Mexico and the United States, has a term of ten years,
and is automatically renewable for an additional ten years. Under
the license, the Company will pay to RIL 0.5% of all revenues
from sales of RACINGO tickets at on- or off-track betting
establishments, television or promotion rights relating to on- or
off-track RACINGO, and sales of RACINGO-branded merchandise
(other than merchandise sold over the Internet).
9
</page>

<PAGE>
Under the license, the Company must provide ("seed") a minimum
jackpot of US$1,000,000, and a further US$3,000,000 in financing
for the market launch of on- and off-track RACINGO. The jackpots
will be co-mingled where commercially feasible and permitted by
law. The Company must also recruit horse or greyhound racing
tracks with an aggregate annual betting volume of
US$5,000,000,000 for a successful market launch, which can be
achieved by three large tracks and five small tracks.

The annual betting volume is the amount of dollars wagered per
year at the racetracks. The Company has a signed letter of
agreement with Private Capital Group, Inc. for a financing
commitment for the amounts needed to seed the jackpots.

Internet RACINGO

The Company holds an exclusive license from RIL to use or sub-
license the use of RACINGO (and all related patents, trademarks,
copyrights and other intellectual property rights) over the
Internet. The license covers the entire world. The license has a
term of ten years, and is automatically renewable for an
additional ten years. Under the license, the Company will pay to
RIL 1% of all revenues from sales of RACINGO tickets over the
Internet, television or promotion rights relating to internet
RACINGO, and sales of RACINGO-branded merchandise over the
Internet.

The Company must provide a jackpot guarantee of at least
US$250,000, and further capital to finance the market launch of
internet RACINGO. The jackpots will be co-mingled where
commercially feasible and permitted by law. The Company will need
to recruit at least fifteen licensed Internet betting
establishments for a successful market launch.

Autotote Memorandum of Understanding

The Company has entered into a Non-Binding Memorandum of
Understanding ("Memorandum") with Autotote Systems, Inc.
("Autotote"), a computerized pari-mutuel wagering company. The
responsibilities for both companies has been outlined below. The
formal agreements between the two companies will last for a
period of five years with an option to renew for five years.
Autotote shall receive a fee equal to 23% of PWIN's gross
revenues (the "Take-Out") from the sale of On-Line Racingo
worldwide, and from the sale of On- and Off-track Racingo in the
United States of America and such other jurisdiction for which
PWIN may obtain a license to conduct or market On- and Off-track
Racingo (i.e. if PWIN has a Take-Out of 6.5% of wagers then
Autotote shall receive a fee equal to 1.5% of wagers). The
Company is subject to a minimum fee of 1.25% of all wagers on
Racingo for Autotote. Autotote will receive 5% of PWIN's gross
revenues from each such sale.
10
</page>

<PAGE>
A tote company provides the systems and services that allow a
patron to place a wager and collect a payout after a race has
finished. This is all calculated through a pari-mutuel wagering
system. A pari-mutuel wagering system is a complex integrated
hardware/software solution that prints bet tickets, calculates
odds and allows for the redemption of winning tickets, which are
processed at up to a thousand transactions per second, in a
secure, redundant system.

Autotote Corporation is a technology supplier and operator of
wagering systems, related equipments and gaming venues in North
America and worldwide. The Company provides technology, services
and operations management primarily to two major segments of the
industry: pari-mutuel wagering, consisting primarily of wagering
conducted on horse racing, greyhound racing and jai-alai: and
government sponsored or licensed lotteries. In addition, Autotote
provides technologically advanced Video Game Machines. The
Company is provider of Racing Industry simulcasting services in
the United States through its broadcasting of live racing events
via satellite to other racetracks and off-track betting
facilities.

The Company is currently negotiating with Autotote Systems, Inc.
and the gaming network to form a joint venture for U.S. land
based (racetracks) Racingo. Seventy-five percent of all
racetracks in the U.S. use Autotote to process wagers at their
racetracks and OTB's. Under this joint venture, the roles are as
follows:

Autotote Responsibilities
1. Installation of Racingo software at all racetracks.
2. Upgrades and changes to software.
3. Hubbing of the betting pool and managing the distribution of
winnings.
4. Filings for approval of the Racingo Software for gaming
license purposes on a State by State basis.
5. Supply racing secretary on a full time basis - choosing min.
9 horse fields.
6. Supply Racingo race data via publications to the patrons.
7. Negotiate in good faith for Racingo distribution at non-
Autotote racetracks.
8. Pay all software-associated costs not requested by
PlayandWin Inc.
9. Support and co-sell Autotote racetracks via sales reps.

PlayandWin Inc.
1. Supply personnel and materials for racetrack sell-in.
2. Set up corporate offices for management of U.S. based
Racingo.
3. Fund all launch requirements: marketing commitments (min. $3
million U.S.).
4. Continue marketing and research on Racingo.
5. Supply $1 million jackpot at all times for Prize E. (Prize E
is one of the following ways to win)

Prize E: If no winning tickets are sold matching all
squares on the ticket in the exact order of finish for
the first, second and third, the winning payoff for
Prize D will be the sum of the net pool from Prize E
and the net pool from Prize D;
11
</page>

<PAGE>
Prize D: If no winning tickets are sold matching all
squares on the ticket in the exact order of finish for
first, second and third for Prize E AND if no winning
tickets are sold matching all squares on the ticket in
any order of finish for first, second and third for
Prize D, then the net pool from Prize E plus the net
pool from Prize D will be added to the net pool for
Prize C; should no winning tickets for Prize D yet
winning tickets should be sold for Prize E, then the
net pool from Prize D will be added to the net pool for
the next prize category down the list (C, B or A),
based on the order fo precedence, containing at least
one winning ticket, but if no winning ticket is sold
for prizes C, B, and A then the net pool for Prize D
will be added to Prize E;

Prize C: If a winning ticket is sold matching five squares
in the pattern of upper and lower left with middle
center and upper and lower right, the winning payoff
for Prize C will be the sum of the net pool from Prize
E, the net pool from Prize D and the net pool from
Prize C; (assumes no winning tickets from Prizes E and
D)

If no winning tickets are sold matching five squares in
the pattern of upper and lower left with middle center
and upper and lower fight for Prize C AND if no winning
tickets are sold for Prizes E and D then the net pool
form Prize E and the net pool from Prize D and the net
pool from Prize C will be added to the net pool for
Prize B;

Prize B: If no winning ticket is sold matching four squares
in the pattern of middle left with upper and lower
center and middle right, for Prize B AND if no winning
tickets are sold for Prizes E, D and C then the net
pool from Prizes E, D, C and B will be added to the net
pool for Prize A.

Prize A: If no winning ticket(s) is sold matching three
squares on a ticket in either of the follwing patterns:
a) upper left with middle center and lower right, or
b) lower left with middle center and upper right for
Prize A, then the net pool from Prizes E, D, C, B and A
will be paid to all ticket holders of the current
RACINGO wager.

The Company is in the final stages of negotiations with a 24-hour
horseracing channel (the "television network" or the "gaming
network") offering at-home wagering via set-top box and a remote
control wherever the local technology allows for it. Currently
offered in 3 states, this network expects 20 states to have
legalized the system by 2001.
12
</page>

<PAGE>
Gaming Network
1. Co-mingle TV pool with racetrack pool.
2. Bring member race tracks to Racing.
3. Co-market Racingo in U.S.
4. Logistic and racetrack management
5. Produce and co-market full TV show for Racingo rights.

The gaming network is a 24 hour live racing channel that
broadcasts commentary, odds, insight, and previews as well as
past performances into homes through cable T.V. This is unique in
the horseracing industry and allows people from home to watch the
races at home and bet over the phone where legally acceptable.

While the Company has not yet entered into any formal contracts
or letters of intents with the gaming network, the final
contracts are being drawn up and management is confident of
completion in the first quarter of 2000. Racingo's land based
launch is targeted at the Kentucky Derby in May 2000.

Management believes that the Company can commit to its cash
requirements for commencement of its operations for the next
twelve months through a loan received from a private investor.
There is no material contract for the term of the loan.

Liquidity and Capital Resources

As of the date of this Form 10-SB, the Company has yet to
initiate its revenue generating and is still in the development
stage. Consequently, the Company has been substantially, and
will be, dependent on, equity financing to fund its cash
requirements for operations.

The Company has certain cash requirements to initiate its
business plan. Management has estimated these requirements to be,
as follows: i) begin the operations of the Racingo Land Based
estimated to be approximately $3,000,000 U.S.; ii) begin the
operations of the Internet Racingo based operations estimated to
be approximately $550,000 U.S.; and iii) general and
administrative costs estimated to be approximately $700,000 U.S.
The company must also arrange for insurance for guaranteed
jackpots. Management has been in discussion with an insurance
carrier and has an estimated cost of $50,000 per $1 million
guaranteed.

As of the date of this Form 10-SB, the Company has entered into a
non-exclusive "best efforts basis" private placement of its
equity securities with an investment banking firm, Private
Capital Group, Inc., Clearwater, Florida, to raise the required
funds under the commitments. Private Capital Group, Inc.
specializes in facilitating growth capital for emerging
companies.

Employees

The Company's only employees at the present time are its
president and the 5 members of the Advisory Board, who will
devote as much time as the Board of Directors determine is
necessary to carry out the affairs of the Company. (See "Item
5").
13
</Page>

<PAGE>

Management's Discussion and Analysis of Financial Conditions

Results Of Operations

For the years ended February 28, 1999 and 1998, General and
Administrative ("G & A") expenses consisted primarily of payroll
and related expenses for executive and administrative personnel,
professional fees, travel and promotion and other general
corporate expenses. G & A for the year ended 1999 was
approximately $187,000, which was $122,000 less than 1998, which
was $309,000. The primary reason for the decrease in expenses was
due to the lack of capital in 1999 which resulted in significant
decreases in management fees of $64,000, consulting fees of
$20,000 and advertising and promotion of $19,000.

For the nine month periods ended November 30, 1999 and 1998, G &
A expenses consisted primarily of professional fees, travel and
promotion and other general corporate expenses. G & A for the
nine month period ended 1999 was approximately $238,000, which
was $51,000 more than 1998, which was $187,000. The primary
reason for the increase was due to the increase in professional
fees of approximately $80,000 which was primarily incurred in
order to become a reporting company.

Liquidity and Capital Resources

To date in 1998 and 1999, there were no sales and the company was
funded by loans for $60,000 and cash from sale of stock in the
amount of $660,000.

The company believes that it will satisfy its future cash
requirements by way of private placements of equity totaling
approximately $5 million.

ITEM 3. DESCRIPTION OF PROPERTY.

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

Since the company is incorporated in Nevada, it is required to
maintain a resident office in that state in which corporate
documents are available. The resident office is located at is One
East First Street, Reno, Nevada 89501. No activities take place
in the resident office. All other activities have been
consolidated to the facility described above.
14
</page>

<PAGE>

ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT.

The following table sets forth each person known to the Company,
as of January 27, 2000, to be a beneficial owner of five percent
(5%) or more of the Company's common stock, by the Company's
directors individually, and by all of the Company's directors and
executive officers as a group. Except as noted, each person has
sole voting and investment power with respect to the shares
shown.

Beneficial Owners:

<TABLE>

Title of Name/Address Shares Percentage
Class of Owner Beneficially Ownership
Owned
Common Andrew W. Berney 550,000 7.77%
4056 Elkridge Drive
Las Vegas, NV 89129
Common Caron A. Kelly 1,000,000 14.13%
4065 Elkridge Drive
Las Vegas, NV 89129
Common Randy J. McDowell 525,000 7.42%
100 N. Wallace #232
Las Vegas, NV 89129
Common William L. Thompson 1,375,000 19.43%
RR #7 Woodstock
Ontario, Canada
N4S 7W2
Common Douglas McFadden 75,000 0.98%
26 Benson Ave.
Suite 202
Richmond, Ontario
L4C 4E6
Common Total Ownership of 75,000 1.05%
Officers and
Directors (1
individual - Stock
Option see Note 1)
</TABLE>

Members of Advisory Board Stock Options (if exercised)
15
</page>

<PAGE>

<TABLE>

Title of Name/Address of Owner Shares Percentage
Class Beneficially Ownership
Owned
Common Stephen Peskoff 250,000 3.28%
c/o Underhill Investment
Corp.
1001 Nineteenth Street
N.
10th Floor
Arlington, VA 22209
Common Andrew DeFrancesco 75,000 0.98%
225 Richmond Street West
Suite 403
Toronto, Ontario M5V-1W2
Common Douglas McFadden 75,000 0.98%
26 Benson Ave.
Suite 202
Richmond, Ontario L4C
4E6
Common Adam Hawkins 75,000 0.98%
140 Eastbourne Ave.
Toronto, Ontario M5P-2G6
Common Total Ownership by 475,000 6.23%
Members of Advisory
Board Stock Options (4
Members)
</TABLE>

Effect to Beneficial Owners (if Options are exercised)

<TABLE>

Title of Name/Address of Owner Shares Percentage
Class Beneficially Ownership
Owned
Common Andrew W. Berney 550,000 7.21%
4056 Elkridge Drive
Las Vegas, NV 89129
Common Caron A. Kelly 1,000,000 13.11%
4065 Elkridge Drive
Las Vegas, NV 89129
Common Randy J. McDowell 525,000 6.88%
100 N. Wallace #232
Las Vegas, NV 89129
Common William L. Thompson 1,375,000 18.02%
RR #7 Woodstock
Ontario, Canada N4S 7W2
Common Total Ownership over 5% 3,450,000 45.22%
and Officers and
Directors
</TABLE>

Note 1: The Company currently has a Stock Option Agreement
("Agreement") with Penguin Petrolium Products Limited
("Penguin"), dated December 15, 1999. Under the terms of the
Agreement, Penguin has the option to purchase 80,000 shares of
the Company's common stock at $2.00 per shares, of which 50,000
shares are exercisable until 5:00 PM (EST) Monday, January 17,
2000, which have been exercised in January, 2000. The remaining
30,000 shares are exercisable on the 2nd anniversary of the date
of the Agreement.

Four members of the Advisory Board are entitled to stock options
for a total amount of 475,000 shares at a purchase price of $2.00
per share. Three of the four may be exercised prior to November
28, 2004, with the fourth expiring in October 5, 2004.
16
</page>

<PAGE>
Note 2: A Canada Exchangeable Share enables the holder to receive
one share of the Company's common stock for no consideration. The
Exchangeable Shares are convertible into shares of the Company's
common stock in three installments of 1,162,087 shares on each of
October 1, 2000, October 1, 2001 and October 1, 2002. However the
Company can call the Exchangeable Shares on the earlier of
October 1, 2004 or the occurrence of a take over bid for all of
the issued and outstanding stock of the Company. In aggregate
the Company has committed to issue 3,486,262 shares of its common
stock if the issued Exchangeable shares are converted and 397,428
shares of its common stock if the warrants are exercised.

ITEM 5. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL
PERSONS

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

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

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

<TABLE>

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

Stewart Garner; President/Secretary/Treasurer/Director

Stewart Garner has been the Officer and Director of the Company
since November 1999. As President, Mr. Garner has been overseeing
the day to day operations of the Company.

Since April 1996, Mr. Garner has been the President of Lynx
Gaming Corp. overseeing its daily operations and negotiations.
Since the acquisition of Lynx Gaming Corp., which is now a wholly-
owned subsidiary of the Company, Mr. Garner has focused his
attention to the day to day operations of the Company.

From 1995 to 1997, Mr. Garner was employed as an Account
Executive with Octagon Industries, an advertising and promotions
company. While there, he was responsible for generating and
creating new clients.
17
</page>

<PAGE>
Douglas McFadden; Director

Douglas McFadden has been the Director of the Company since
December 1999, when he was also appointed as a new addition to
the Advisory Board.

Since September 1999, Mr. McFadden has been the Director of
Marketing at Internet Sports Network, Inc., a company involved in
the games/contests strategy, services, etc. His expertise has
been focused exclusively on packaging and promotions.

Prior to September 1999, for at least the past five years, Mr.
McFadden has been an entrepreneurial businessman with an
extensive marketing background including successful international
promotional campaigns in both the toy and sports collectibles
industry.

There is no family relationship between any of the officers and
directors of the Company.

Committees

Advisory Board

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

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

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

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

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

Mr. Peskoff received his B.A. from the University of Rhode Island
and his MBA from the University of Toledo.
18
</page>

<PAGE>
Andrew DeFrancesco - Advisory Board Committee since November
1999.

Mr. DeFrancesco is currently President and Chairman of the Board
for Internet Sports Network (OTCBB: ISNI). ISN has developed over
600 online and offline business partnerships throughout North
America and the world. Their clients have included the likes of
Yahoo (Nasdaq:YHOO - news), Excite (Nasdaq:ATHM - news),
Cannondale (Nasdaq:BIKE - news) and DaimlerChrysler (NYSE:DCX -
news) amongst others.

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

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

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

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

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

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

Douglas McFadden (please see above for bio)

Adam Hawkins; Lottery Advisor

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

Alex Dolgonos; Technical Advisor

Currently Chairman, President and CFO of Unique Broadband Systems
(VSE:UBS - news), a recognized world leader in the design,
development and manufacture of broadband wireless and other
wireless solutions that serve the service provider,
telecommunications and broadcast industries. With headquarters in
Markham, Ontario, Unique Broadband Systems markets its products
globally, providing 24X7 support. Unique Broadband Systems is a
trademark of Unique Broadband Systems Inc.
19
</page>

<PAGE>
Conflicts of Interest

The officers and directors are, so long as they are officers or
directors of the Company, subject to the restriction that all
opportunities contemplated by the Company's plan of operation
which come to their attention, either in the performance of their
duties or in any other manner, will be considered opportunities
of, and be made available to the Company and the companies that
they are affiliated with on an equal basis. A breach of this
requirement will be a breach of the fiduciary duties of the
officer or director.

As noted before, Mr. McFadden and Mr. DeFrancesco are employed by
ISN, a majore partner of the Company with respect to the
marketing of Racingo. As such, these individuals may have a
conflict of interest with respect to agreements between the two
companies. The Board of Directors is aware of this conflict, and
will evaluate all recommendations by the Advisory Board with this
in mind. To the extent possible, Mr. DeFrancesco will not
participate in making recommendations to the Board concerning ISN
agreements.

Investment Company Act of 1940

Although the Company will be subject to regulation under the
Securities Act of 1933 and the Securities Exchange Act of 1934,
management believes the Company will not be subject to regulation
under the Investment Company Act of 1940 insofar as the Company
will not be engaged in the business of investing or trading in
securities. In the event the Company engages in business
combinations which result in the Company holding passive
investment interests in a number of entities, the Company could
be subject to regulation under the Investment Company Act of
1940. In such event, the Company would be required to register as
an investment company and could be expected to incur significant
registration and compliance costs. The Company has obtained no
formal determination from the Securities and Exchange Commission
as to the status of the Company under the Investment Company Act
of 1940 and, consequently, any violation of such Act would
subject the Company to material adverse consequences.
19
</page>

<PAGE>
ITEM 6. EXECUTIVE COMPENSATION

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

Summary Compensation Table

Annual compensation Long term compensation

<TABLE>

Awards
Payout
s

Name and Year Salary Bonus( Other Restric Securit LTI
All
Position ($) 1) ($) Annua ted ies P
othe
l Stock underly Pay
r
Comp. Awards ing out
Comp
($) ($) options s
.
/ SARs ($)
($)
(#)
Stewart Garner, 1999 $48,000
President and
Director
</TABLE>

Option /SAR Grant in Last Fiscal Year

Individual Grants

<TABLE>

Name Number of Percent of total Exercise or
base Expiration
securities options / SARs price ($/sh)
Date
underlying granted to
options / SARs employees in
Granted (#) last fiscal year
Stephen 250,000 $2.00/sh
11/200
Peskoff, 4
Advisory Board
Andrew 75,000 $2.00/sh
10/2004
DeFrancesco,
Advisory Board
Douglas 75,000 $2.00/sh
11/2004
McFadden,
Director
Adam Hawkins, 75,000 $2.00/sh
11/2004
Lottery Advisor
</TABLE>
20
</page>

<PAGE>
ITEM 7. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
P.E.S.T. Creative Gaming Corporation is owned by Lynx Gaming
Corp. and the Company's wholly-owned Ontario subsidiary,
Playandwin Canada Inc. Lynx Gaming Corp. is a wholly-owned
subsidiary of Playandwin Canada Inc.
Andrew DeFrancesco, a member of the Advisory Board, is the
current President and Chairman of the Board for Internet Sports
Network, Inc.
Douglas McFadden is also the Director of Marketing for Internet
Sports Network, Inc.

ITEM 8. LEGAL PROCEEDINGS

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

ITEM 9. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.

The Company's common stock is quoted on the over-the-counter
market in the United States under the symbol PWIN. The stock was
listed previously under the symbol ATTI. The quotations reflect
inter-dealer prices, without retail mark-up, mark-down or
commission and may not represent actual transactions.
<TABLE>
<S> <C> <C>
Qtr. Ended Low/Bid High/Ask
As of July 2.50 2.62
31, 1999
Sept. 30, 1.81 3.37
1999
Dec. 31, 2.37 3.50
1999
</TABLE>

Source: America Online.

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

Effective August 11, 1993, the Securities and Exchange Commission
adopted Rule 15g-9, which established the definition of a "penny
stock," for purposes relevant to the Company, as any equity
security that has a market price of less than $5.00 per share or
with an exercise price of less than $5.00 per share, subject to
certain exceptions. For any transaction involving a penny stock,
unless exempt, the rules require: (i) that a broker or dealer
approve a person's account for transactions in penny stocks; and
21
</page>

<PAGE>
(ii) the broker or dealer receive from the investor a written
agreement to the transaction, setting forth the identity and
quantity of the penny stock to be purchased. In order to approve
a person's account for transactions in penny stocks, the broker
or dealer must (i) obtain financial information and investment
experience and objectives of the person; and (ii) make a
reasonable determination that the transactions in penny stocks
are suitable for that person and that person has sufficient
knowledge and experience in financial matters to be capable of
evaluating the risks of transactions in penny stocks. The broker
or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prepared by the Commission relating
to the penny stock market, which, in highlight form, (i) sets
forth the basis on which the broker or dealer made the
suitability determination; and (ii) that the broker or dealer
received a signed, written agreement from the investor prior to
the transaction. Disclosure also has to be made about the risks
of investing in penny stocks in both public offerings and in
secondary trading, and about commissions payable to both the
broker-dealer and the registered representative, current
quotations for the securities and the rights and remedies
available to an investor in cases of fraud in penny stock
transactions. Finally, monthly statements have to be sent
disclosing recent price information for the penny stock held in
the account and information on the limited market in penny
stocks.

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

Holders

There are 13 holders of the Company's Common Stock. There were
5,500,000 shares issued to the three founders of the Company, who
transferred some of their shares to a total of 5 individuals, who
then transferred some of their shares to a total of 20
22
</page>

<PAGE>
individuals. On November 30, 1998, the Company issued 1,375,000
shares of its common stock to William L. Thompson for the
proprietary processes pursuant to an employment agreement. These
shares of the Company's Common Stock were issued in accordance
with the exemption from registration afforded by Section 4(2) of
the Securities Act of 1933. On January 13, 1999, the Company
issued 200,000 shares of its common stock for consideration of
$150,000 exempt from registration pursuant to Rule 504,
Regulation D.

Dividends

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

ITEM 10. RECENT SALES OF UNREGISTERED SECURITIES.

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

On November 30, 1999, the Company issued 1,375,000 shares of its
common stock to William Thompson for the proprietary rights to
process soybeans.

On January 13, 1999, the Company issued 200,000 shares of its
common stock for consideration of $150,000 pursuant to Rule 504,
Regulation D.

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

ITEM 11. DESCRIPTION OF SECURITIES.

Common Stock

The Company's Articles of Incorporation authorizes the issuance
of 50,000,000 shares of Common Stock, par value $0.001 per share,
of which 7,075,000 are issued and outstanding. 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 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.

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.

ITEM 12. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company and its affiliates may not be liable to its
shareholders for errors in judgment or other acts or omissions
not amounting to intentional misconduct, fraud, or a knowing
violation of the law, since provisions have been made in the
Articles of incorporation and By-laws limiting such liability.
The Articles of Incorporation and By-laws also provide for
indemnification of the officers and directors of the Company in
most cases for any liability suffered by them or arising from
their activities as officers and directors of the Company if they
were not engaged in intentional misconduct, fraud, or a knowing
violation of the law. Therefore, purchasers of these securities
may have a more limited right of action than they would have
except for this limitation in the Articles of Incorporation and
By-laws.
23
</page>

<PAGE>
The officers and directors of the Company are accountable to the
Company as fiduciaries, which means such officers and directors
are required to exercise good faith and integrity in handling the
Company's affairs. A shareholder may be able to institute legal
action on behalf of himself and all others similarly stated
shareholders to recover damages where the Company has failed or
refused to observe the law.

Shareholders may, subject to applicable rules of civil procedure,
be able to bring a class action or derivative suit to enforce
their rights, including rights under certain federal and state
securities laws and regulations. Shareholders who have suffered
losses in connection with the purchase or sale of their interest
in the Company in connection with such sale or purchase,
including the misapplication by any such officer or director of
the proceeds from the sale of these securities, may be able to
recover such losses from the Company.

ITEM 13. FINANCIAL STATEMENTS.

The financial statements and supplemental data required by this
Item 13 follow the index of financial statements appearing at
Item 15 of this Form 10-SB.

ITEM 14. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE.
1. i. The Company's principal accountant was
dismissed on December 31, 1999

ii. The principal accountant's report on the financial
statements for the past two years was modified as to uncertainty
that the Company will continue as a going concern.

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

iv. A. There were no disagreements with the former
accountant on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure,
which, if not resolved to the former accountants satisfaction,
would have caused it to make reference to the subject matter of
the disagreement(s) in connection with its report.
2. A new accountant has been engaged as the principal
accountant to audit the issuer's financial statements. The new
accountant is Merdinger, Fruchter, Rosen & Corso, P.C. and was
engaged as of December 31, 1999. Neither the Company nor anyone
acting on its behalf consulted the new accountant regarding:

ii. the application of accounting principles to a specific
completed or contemplated transaction, or the type of audit
opinion that might be rendered on the small business issuer's
financial statements, as part of the process of deciding as to
the accounting, auditing or financial reporting issue, or
24
</page>

<PAGE>
iii. any matter that was the subject of a disagreement or event
identified in response to paragraph 1(iv) of this Item.
3. The Company has provided the former accountant with a copy
of the disclosures it is making in response to this Item. The
Company has requested the former accountant to furnish a letter
addressed to the Commission stating that it agrees with the
statements made by the Company. The Company has filed the letter
as an exhibit to the registration statement containing this
disclosure.

ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS.

FINANCIAL STATEMENTS (PLAYANDWIN, INC.)

Independent Auditor's Report of Merdinger, Fruchter,
Rosen & Corso, P.C., dated February 9, 2000

Balance Sheet as of September 30, 1999

Statement of Operation for the nine months ended
September 30, 1999

Statement of Cash Flows for the nine months ended
September 30, 1999

Notes to Financial Statements
25
</page>

<PAGE>
INDEPENDENT AUDITORS' REPORT

TO THE BOARD OF DIRECTORS OF AGRICEUTICALS TECHNOLOGIES, INC.:

We have audited the accompanying balance sheets of Agriceuticals
Technologies, Inc. (formerly known as Cambridge Funding Group,
Inc.) (A Development Stage Company) as of December 31, 1998 and
1997 and the related statements of operations, stockholders'
deficiency and cash flows for the years then ended and for the
period from June 9, 1995 (inception) to December 31, 1998. These
financials 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 audits 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 Agriceuticals Technologies, Inc. formerly known as Cambridge
Funding Group, Inc. as of December 31, 1998 and 1997 and the
results of its operations and its cash flows for the years then
ended and for the period from June 9, 1995 (inception) to
December 31, 1998 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 1 of the accompanying financial statements, the Company
has no established source of revenue, which raises substantial
doubt about its ability to continue as a going concern.
Management's plan in regard to these matters is also discussed in
Note 1. These financial statements do not include any adjustments
that might result from the outcome of this uncertainty.

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

Los Angeles, California
February 9, 2000
26
</page>

<PAGE>
Agriceutical Technologies, Inc.
(A Development Stage Company
BALANCE SHEETS

<TABLE>

December 31, December 31, September 30, September 30,
1998 1997 1999 (unaudited) 1998 (unaudited)
ASSETS
TOTAL ASSETS $ 0 $ 0 $ 0 $ 0
LIABILITIES AND
STOCKHOLDERS' DEFICIENCY
CURRENT LIABILITIES:
Due to officer $ 320 $ 320 $ 320 $ 320
STOCKHOLDERS' DEFICIENCY:
Common stock, $0.001 par 6,875 5,500 7,075 5,500
value,
50,000,000 shares
authorized;
6,875,000;5,500,000;
7,075,000; and 5,500,000
shares issued &
outstanding
Additional paid-in capital 3,023,625 3,163,425
Deficit accumulated during (3,030,820) (5,820) (3,170,820) (5,820)
the development stage
TOTAL STOCKHOLDERS' (320) (320) (320)
DEFICIENCY (320)
TOTAL LIABILITIES AND $ 0 $ 0 $ 0 $ 0
STOCKHOLDERS' DEFICIENCY
</TABLE>

The accompanying notes are an integral part of the financial
statements
27
</page>

<PAGE>
Agriceutical Technologies, Inc.
(formerly known as Cambridge Funding Group, Inc.)
(A Development Stage Company)
STATEMENT OF OPERATIONS

<TABLE>

Year Ended Year Ended For the Period Nine Months Nine Months
December 31, December 31, from June 9, Ended September Ended September
1998 1997 1995 (inception) 30, 1999 30, 1998
to December 31, (unaudited) (unaudited)
1998
REVENUE $ 0 $ 0 $ 0 $ 0 $
0
EXPENSES:
Impairment loss $3,025,000 0 $3,025,000 0 $0
on asset
Administrative $ 85 5,820 140,000 $ 0
TOTAL EXPENSES 3,025,000 85 3,030,820 140,000 $ 0
LOSS BEFORE (3,025,000) (85) (3,030,820) (140,000) $0
TAXES
PROVISION FOR 0 0 0 0 0
INCOME TAXES
NET LOSS $(3,025,000) $ (85) $(3,030,820) $(140,000) $ 0
NET LOSS PER $ (0.53) $ 0 $ (0.54) $ (0.02) $ 0
COMMON SHARE -
basic and
diluted
WEIGHTED AVERAGE 5,726,026 5,500,000 5,563,025 7,065,476 5,500,000
NUMBER OF COMMON
SHARES
OUTSTANDING -
basic and
diluted
</TABLE>

The accompanying notes are an integral part of the financial
statements.
28
</page>

<PAGE>
Agriceutical Technologies, Inc.
(formerly known as Cambridge Funding Group, Inc.)
(A Development Stage Company)
STATEMENT OF STOCKHOLDERS' DEFICIENCY

<TABLE>

Common Stock Common Stock Additional paid- Accumulated Total
Shares Amount in Capital Deficit
Balance, June 9, 0 $ 0 $ 0 $ 0 $
1995 0
Issuance of common 5,500,000 5,500 0 0 5,500
stock
Net loss 0 0 0 $ (5,500) (5,500)
Balance, December 5,500,000 5,500 0 (5,500) 0
31, 1995
Net loss 0 0 0 (235) (235)
Balance, December 5,500,000 5,500 0 (5,735) (235)
31, 1996
Net loss 0 0 0 (85) (85)
Balance, December 5,500,000 5,500 (5,820) (320)
31, 1997
Issuance of common 1,375,000 1,375 $3,023,625 3,025,000
stock for
acquisition of
proprietary rights
on November 15,
1998 at $2.20 per
share
Net loss 0 0 0 (3,025,000) (3,025,000)
Balance, December 6,875,000 6,875 3,023,625 (3,030,820) (320)
31, 1998
Issuance of common 200,000 200 149,800 0 150,000
stock for cash on
January 13, 1999 at
$0.75 per share
(unaudited)
Offering Costs 0 0 (10,000) 0 (10,000)
(unaudited)
Net loss 0 0 0 (140,000) (140,000)
(unaudited)
Balance, September 7,075,000 $ 7,075 $3,163,425 $(3,170,425) $ (320)
30, 1999
(unaudited)
</TABLE>

The accompanying notes are an integral part of the financial
statements.
29
</page>

<PAGE>
Agriceutical Technologies, Inc.
(formerly known as Cambridge Funding Group, Inc.)
(A Development Stage Company)
STATEMENTS OF CASH FLOWS

<TABLE>

For the Year For the Year For the Period For the Nine For the Nine
Ended December Ended December June 9, 1995 Months Ended Months Ended
31, 1998 31, 1997 (inception) to September 30, September 30,
December 31, 1999 (unaudited) 1998 (unaudited)
1998
CASH FLOWS FROM
OPERATING
ACTIVITIES:
Net Loss $(3,025,000) $ (85) $(3,030,820) $(140,000) $ 0
Impairment loss 3,025,000 0 3,025,000 0 0
Increase in due to 0 85 320 0 0
officer
Net cash used in 0 0 (5,500) (140,000) 0
operating
activities
CASH FLOWS FROM
FINANCING
ACTIVITIES:
Issuance of common 0 0 5,500 140,000 0
stock for cash
Net change in cash 0 0 0 0 0
CASH AND CASH 0 0 0 0 0
EQUIVALENTS -
beginning of
period
CASH AND CASH $ 0 $ 0 $ 0 $ 0 $ 0
EQUIVALENTS - end
of period
SUPPLEMENTAL CASH
FLOW INFORMATION:
Cash paid during $ 0 $ 0 $ 0 $ 0 $ 0
the year -
Interest paid
Income taxes paid $ 0 $ 0 $ 0 $ 0 $ 0
</TABLE>

SUPPLEMENTAL SCHEDULE OF NON-CASH FINANCING AND INVESTING
ACTIVITIES:
During 1999, the Company purchased proprietary rights in exchange
for 1,375,000 shares of its common stock valued at $3,025,000,
which was the market value for the shares issued at the date of
issuance.
The accompanying notes are an integral part of the financial
statements.
30
</page>

<PAGE>
AGRICEUTICALS TECHNOLOGIES, INC.
(formerly known as Cambridge Funding Group, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997

NOTE 1 - DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING
POLICIES

Nature of Operations

Agriceuticals Technologies, Inc. ("Company") is currently a
development stage company under the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 7. The Company was
incorporated under the laws of the State of Nevada on June 9,
1995. On October 2, 1998, the Company changed its name to
Agriceuticals Technologies, Inc. It is management's objective to
operate the company in the development, promotion and sale of
para-mutual wagering games (see Note 5).

Basis of Presentation

The accompanying financial statements have been prepared in
conformity with generally accepted accounting principles, which
contemplate continuation of the Company as a going concern.
However, the Company has no established source of revenue. This
factor raises substantial doubt about the Company's ability to
continue as a going concern. Without realization of additional
capital, it would be unlikely for the Company to continue as a
going concern. The financial statements do not include any
adjustments relating to the recoverability and classification of
recorded asset amounts and classification of liabilities that
might be necessary should the Company be unable to continue in
existence. It is management's objective to seek additional
capital and commence operations through a merger with an
enterprise with operations.

Interim Financial Information

The unaudited financial information furnished herein reflects all
adjustments, consisting only of normal recurring adjustments,
which in the opinion of management, are necessary to fairly state
the Company's financial position, the results of operations and
cash flows for the periods presented. The results of operations
for the nine months ended September 30, 1999 are not necessarily
indicative of results for the entire year ending December 31,
1999.

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 reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased
with original maturities of three months or less to be cash
equivalents.
31
</page>

<PAGE>
AGRICEUTICALS TECHNOLOGIES, INC.
(formerly known as Cambridge Funding Group, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997

Concentration of Credit Risk

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

Income Taxes

Income taxes are provided for based on the liability method of
accounting pursuant to SFAS No. 109, "Accounting for Income
Taxes". Deferred income taxes, if any, are recorded to reflect
the tax consequences on future years of differences between the
tax bases of assets and liabilities and their financial reporting
amounts at each year-end.

Loss Per Share

During 1998, the Company adopted SFAS No. 128, "Loss Per Share,"
which requires presentation of basic loss per share ("Basic LPS")
and diluted loss per share ("Diluted LPS"). The computation of
basic loss per share is computed by dividing loss available to
common stockholders by the weighted average number of outstanding
common shares during the period. Diluted loss per share gives
effect to all dilutive potential common shares outstanding during
the period. The computation of diluted LPS does not assume
conversion, exercise or contingent exercise of securities that
would have an antidilutive effect on earnings.

Comprehensive Income

In June 1998, the FASB issued SFAS No. 130, "Reporting
comprehensive income." SFAS No. 130 establishes standards for the
reporting and display of comprehensive income and its components
in the financial statements. As of December 31, 1998, the Company
has no items that represent comprehensive income and, therefore,
has not included a schedule of Comprehensive Income in the
accompanying financial statements.

Impact of Year 2000 Issue

As of December 31, 1998, the Company does not have any computer
systems or customers and suppliers. Therefore, the issue of the
year 2000 has no effect on the Company's current activities.

NOTE 2 - ACQUISITION

On November 1, 1998, the Company acquired two proprietary
processes that would process soybeans into textured soy proteins
or isolated soy proteins. The Company's consideration for the
acquisition of these processes was the issuance of 1,375,000
shares of its common stock, valued at $3,025,000, which was the
current market price of the Company's stock as of the acquisition
date.
32
</page>

<PAGE>
AGRICEUTICALS TECHNOLOGIES, INC.
(formerly known as Cambridge Funding Group, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997

Due to an inability to raise sufficient funding to pursue the
soybean processing, the Company abandoned its business plan.
Therefore, the proprietary processes were fully impaired as of
December 31, 1998 and the Company expensed the acquisition cost.

NOTE 3 - RELATED PARTY TRANSACTIONS

The Company neither owns nor leases any real or personal
property. A director provides office services without charge.
Such costs are immaterial to the financial statements and,
accordingly, have not been reflected therein. The officers and
directors of the Company are involved in other business
activities and may, in the future, become involved in other
business opportunities. If a business opportunity becomes
available for the Company, such persons may face a conflict in
selecting between the Company and their other business interests.
The Company has not formulated a policy for the resolution of
such conflicts.

NOTE 4 - INCOME TAXES

The reconciliation of the effective income tax rate to the
federal statutory rate is as follows:

<TABLE>

December 31, December 31, September 30, September 30, 1998
1998 1997 1999
(Unaudited) (Unaudite
d)
Federal Income 34.00% 34.00% 34.00% 34.00%
Tax Rate
Effect of (34.00)% (34.00)% (34.00)% (34.00)%
Valuation
Allowance
Effective Income 0.00% 0.00% 0.00% 0.00%
Tax Rate
</TABLE>

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

<TABLE>

December December September September
31, 1998 31, 1997 30, 1999 30, 1998
(Unaudite (Unaudited
d) )
Deferred Tax Assets
Loss Carryforwards $1,030,00 $2,000 $1,078,00 $2,000
0 0
Less: Valuation (1,030,00 (2,000) (1,078,00 (2,000)
Allowance 0) 0)
Net Deferred Tax $ - $ - $ - $ -
Assets
</TABLE>
33
</page>

<PAGE>

AGRICEUTICALS TECHNOLOGIES, INC.
(formerly known as Cambridge Funding Group, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997

NOTE 4 - INCOME TAXES (continued)

At December 31, 1998 and 1997, the Company has provided a
valuation allowance for the deferred tax asset since management
has not been able to determine whether that asset is realizable.
The net change in the valuation allowance for the years ended
December 31, 1998 and 1997 and the nine months ended September
30, 1999 (unaudited) increased by $1,028,000, $0 and $48,000
(unaudited), respectively. Net operating loss carryforwards
expire starting in 2012 and 2013.

NOTE 5 - SUBSEQUENT EVENTS

Common Stock

On January 13, 1999, the Company issued 200,000 shares of its
common stock for $150,000 cash, less $10,000 selling cost.

Company Name

On July 13, 1999, the Company changed its name to Playandwin,
Inc.

Newly Created Subsidiary

In August 1999, the Company formed its Canadian subsidiary,
Playandwin Canada, Inc. ("Canada").

Acquisitions

On October 1, 1999, the Company and its' wholly owned subsidiary,
Canada, entered into a share exchange agreement to acquire 100%
of the issued and outstanding common stock of Lynx Gaming
Corporation ("Lynx") and its majority owned subsidiary P.E.S.T
Creative Gaming Corporation ("PEST"). In accordance with the
agreement, Canada i) exchanged 3,429,118 Class B nonvoting common
shares ("Exchangeable Shares") for 6,858,236 shares of Lynx's
common stock; ii) exchanged 368,857 warrants to purchase 368,857
of Exchangeable Shares at $1.70 per share, for a period of six
months after October 1, 2000, for 737,714 warrants to purchase
737,714 shares of Lynx's common stock at $0.85 per share; iii)
exchanged 57,144 Exchangeable Shares, for 114,288 shares of
PEST's common stock; and iv) exchanged 28,571 warrants to
purchase 28,571 Exchangeable Shares at $1.70 per share, for
28,571 warrants to purchase 28,571 shares of PEST's common stock
at $0.85 per share.
34
</page>

<PAGE>
AGRICEUTICALS TECHNOLOGIES, INC.
(formerly known as Cambridge Funding Group, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997

Acquisitions (continued)

A Canada Exchangeable Share enables the holder to receive one
share of the Company's common stock for no consideration. The
Exchangeable Shares are convertible into shares of the Company's
common stock in three installments of 1,162,087 shares on each of
October 1, 2000, October 1, 2001 and October 1, 2002. However the
Company can call the Exchangeable Shares on the earlier of
October 1, 2004 or the occurrence of a take over bid for all of
the issued and outstanding stock of the Company. In aggregate
the Company has committed to issue 3,486,262 shares of its common
stock if the issued Exchangeable shares are converted and 397,428
shares of its common stock if the warrants are exercised.

As a result of this of this transaction, the operations of Lynx
and PEST will constitute 100% of the operations of the Company.
Accordingly, the transaction has been treated for accounting
purposes as a recapitalization of Lynx. Therefore, the continuing
financial statements will represent a continuation of the legal
subsidiary, Lynx, and not the Company, which is the legal parent.
In accounting for this transaction:

(i.) Lynx is deemed to be the purchaser and parent company for
accounting purposes. Accordingly, its net assets will be included
in the consolidated balance sheet at their historical book
values;
(ii.) Control of the net assets and business of the Company
was acquired effective October 1, 1999, the effective date. This
transaction has been accounted for as a purchase of the assets
and liabilities of the Company by Lynx. Since the Company had no
assets, liabilities or operations prior to the merger, no excess
cost over fair value of net assets acquired will be recorded.
35
</page>

<PAGE>
AGRICEUTICALS TECHNOLOGIES, INC.
(formerly known as Cambridge Funding Group, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997

Master License Agreement

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

License Agreements

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

Stock Options - Consulting Agreement

The Company has a Stock Option Agreement with Penguin Petroleum
Limited ("PENGUIN"), dated December 15, 1999. Under the terms of
the Agreement, Penguin has the option to purchase 80,000 shares
of the Company's common stock in return for consulting services
for 2 years. 50,000 of those shares were exercisable until
January 17, 2000 at a price of $2.00 per share and were exercised
in January 2000, with the remaining 30,000 shares exercisable on
or before December 15, 2001, at a price of $2.00 per share. In
accordance with SFAS No. 123, "Accounting for Stock-Based
Compensation," the fair value of these options was estimated at
$75,540 (the contract value will be pro-ratably expensed over the
life of the contract) using the Black-Scholes option-pricing
model with the following valuations and weighted-average
assumptions:

a.) 50,000 shares were valued at $32,655, with dividend yields
of 0%, expected volatility of 136%, risk-free interest rates of
5.5% and an expected life of 1 month;
b.) 30,000 shares were valued at $42,885, with dividend yields
of 0%; expected volatility of 136%, risk-free interest rates of
6.1% and an expected life of 1 year.
36
</page>

<PAGE>

AGRICEUTICALS TECHNOLOGIES, INC.
(formerly known as Cambridge Funding Group, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997

Stock Options - Advisory Board

Four members of the advisory board were granted stock options for
an aggregate amount of 475,000 shares at a purchase price of
$2.00 per share. The options are exercisable upon grant and will
expire five years after grant. In accordance with SFAS No. 123,
"Accounting for Stock-Based Compensation," the fair value of
these options was estimated at $409,064 (the contract value will
be pro-ratably expensed over the life of the contract of two
years) using the Black-Scholes option-pricing model with the
following valuations and weighted-average assumptions:

a.) 75,000 shares were granted on October 20, 1999 and valued at
$84,703, with dividend yields of 0%, expected volatility of 136%,
risk-free interest rates of 6.03% and an expected life of 1 year;
b.) 325,000 shares were granted on November 8, 1999 and valued
at $217,018, with dividend yields of 0%; expected volatility of
136%, risk-free interest rates of 6% and an expected life of 2
years;
c.) 75,000 shares were granted on December 4, 1999 and valued at
$107,253, with dividend yields of 0%, expected volatility of
136%, risk-free interest rates of 6.03% and an expected life of 1
year.
37
</page>

<PAGE>
FINANCIAL STATEMENTS (LYNX GAMING CORP.)

Auditor's Report of Silver, Gold, Glatt & Grossman,
dated July 8, 1999

Balance Sheet as at February 28, 1999 and February 28,
1998

Statement of Operation for the years ended February 28,
1999 and February 28, 1998

Statement of Cash Flows for the years ended February
28, 1999 and February 28, 1998

Notes to Financial Statements
38
</page>

<PAGE>
LYNX GAMING CORP.
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED FINANCIAL STATEMENTS

FEBRUARY 28, 1999 and 1998
NOVEMBER 30, 1999 and 1998
AUDITORS' REPORT

To the Shareholders of
Lynx Gaming Corp.
(A Development Stage Company)

We have audited the consolidated balance sheets of Lynx Gaming Corp. (A
Development Stage Company) as at February 28, 1999 and 1998 and the
consolidated statements of operations, stockholders' equity and cash flows for
the years then ended. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audit.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the 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.

In our opinion, these consolidated financial statements present fairly, in all
material respects, the financial position of the Company as at February 28,
1999 and 1998 and the results of its operations and its cash flows for the
years then ended in accordance with generally accepted accounting principles.

SILVER GOLD GLATT & GROSMAN LLP

Toronto, Ontario Chartered Accountants
July 8, 1999
39
</page>

<PAGE>
Lynx Gaming Corp.
(A Development Stage Company)

Consolidated Balance Sheets
<TABLE>
<S> <C> <C> <C> <C>
February 28, November 30,
1999 1998 1999 1998
(Unaudited)

ASSETS

Current
Cash $- $334 $- $-
Deposits - 11,227 1,051 -
Due from related company (Note 3) 43,840 56,944 - 43,840
43,840 68,505 1,051 43,840

Investment - - 1,000 -

Capital Assets (Note 4) 8,113 10,880 10,904 8,113

Intellectual Property 123,132 106,914 125,413 123,132
$178,085 $186,299 $138,368 $175,085
LIABILITIES
Current
Bank indebtedness (Note 5) $8,743 $- $863 $52
Accounts payable and accrued 150,009 63,322 226,591 161,575
liabilities
Loans payable (Note 6) 31,391 - 19,079 31,960
190,143 63,322 246,533 193,587

STOCKHOLDERS' EQUITY
Common Stock (Note 7)

Authorized
Unlimited Shares, par value
$0.001

Issued
6,972,520 (1998 - 6,858,236) 6,973 6,859 7,173 6,973
Shares outstanding

Additional Paid-Up Capital 571,920 518,602 721,720 571,920

Accumulated Foreign Currency 4,606 9,556 (210) 9,556
Translation Adjustment

Deficit Accumulated During the (598,557) (412,040) (836,848 (606,951)
Development Stage )
(15,058) 122,977 (108,165 (18,502)
)
$175,085 $186,299 $138,368 $175,085
</TABLE>
Approved on behalf of the Board ________________________ Director
______________________ Director
40
</page>

<PAGE>
Lynx Gaming Corp.
(A Development Stage Company)

Consolidated Statements of Operations

<TABLE>
<S> <C> <C> <C> <C>
Years Nine Months
Ended Ended
February 28, November 30,
1999 1998 1999 1998
Expenses (Unaudited)
Travel $39,732 $61,981 $16,864 $39,947
Management fees - related party 31,418 95,207 4,048 31,587
(Note 8)
Office salaries 28,387 19,896 - 28,539
Professional fees 27,907 37,102 108,474 28,057
Advertising and promotion 26,235 44,930 6,319 26,376
Rent 19,343 12,974 16,602 19,447
Office and general 6,983 9,242 8,433 7,021
Telephone 4,202 6,171 4,964 4,225
Write-off of due from related - - 47,646 -
company
Interest and bank charges - - 2,563 -
Office supplies - - 10,668 -
Consulting fees - 19,657 9,900 -
Amortization 2,310 1,395 1,810 2,322
(186,517) (308,555) (238,291) (187,521)

Loss From Operations Before Income (186,517) (308,555) (238,291) (187,521)
Taxes

Provision For Income Taxes - - - -

Net Loss (186,517) (308,555) (238,291) (187,521)

Other Comprehensive Loss

Foreign Currency Translation (4,950) 9,556 (4,816) -
Adjustment

Comprehensive Loss $(191,467) $(298,999) $(243,107) $(187,521
)

Loss Per Common Share - Basic and $(0.03) $(0.06) $(0.03) $(0.04)
Diluted

Weighted Average Number Of Common
Shares Outstanding
- Basic And Diluted 6,939,187 5,007,419 7,097,223 4,390,480
</TABLE>
41
</page>

<PAGE>
Lynx Gaming Corp.
(A Development Stage Company)

Consolidated Statement of Stockholders' Equity

<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Accumulat Deficit
ed
Foreign Accumulat
ed
Additional Currency During
Common Stock Paid-Up Translati Developme
on nt
Shares Amount Capital Adjustmen Stage Total
t
Balance, February 28, 1997 1,407,500 $1,408 $64,713 $- $(103,485 $(37,364
) )

Shares issued upon acquisition
of P.E.S.T. 4,520,012 4,520 45,767 - - 50,287

Upon issue of private placements
between $0.07 and $0.34 per 51,000 51 11,750 - - 11,801
share

Upon issue of private placement
at
$0.45 per share 879,724 880 396,372 - - 397,252

Net loss - - - - (308,555) (308,555
)

Foreign currency translation
adjustment - - - 9,556 - 9,556

Balance, February 28, 1998 6,858,236 $6,859 $518,602 $9,556 $(412,040 $122,977
)

Upon issue of private placement
at
$0.47 per share 114,284 114 53,318 - - 53,432

Net loss - - - - (186,517) (186,517
)

Foreign currency translation
adjustment - - - (4,950) - (4,950)

Balance, February 28, 1999 6,972,520 $6,973 $571,920 $4,606 $(598,557 $(15,058
) )

Upon issue of Class B
exchangeable
shares (unaudited) (6,972,520) - - - - -

Upon issue on reverse takeover
(unaudited) 7,075,000 - - - - -

Upon issue of common stock at
$0.75 per share (unaudited) 200,000 200 149,800 - - 150,000

Net loss (unaudited) - - - - (238,291) (238,291
)

Foreign currency translation
adjustment (unaudited) - - - (4,816) - (4,816)
Balance, November 30, 1999
(unaudited) 7,275,000 $7,173 $721,720 $(210) $(836,848 $(108,16
) 5)
</TABLE>
42
</page>

<PAGE>
Lynx Gaming Corp.
(A Development Stage Company)

Consolidated Statements of Cash Flows

<TABLE>
<S> <C> <C> <C> <C>
Years Nine Months Ended
Ended February 28, November 30,
1999 1998 1999 1998
(Unaudited)
OPERATING ACTIVITIES

Net loss $(186,51 $(308,555) $(238,291) $(187,521)
7)
Adjustment for non-cash
items:
Amortization 2,310 1,395 1,810 2,322
Write-off of due from related - - 47,646 -
company (Note 3)
(184,207 (307,160) (188,835) (185,199)
)

Changes in non-cash operating 100,119 17,292 75,531 101,281
assets and liabilities (Note
9)

Cash Expended In Operating (84,088) (289,868) (113,304) (83,918)
Activities

INVESTING ACTIVITIES

Decrease in advances from - (5,213) - -
shareholder
Increase in intellectual (16,218) (54,274) (2,281) (16,534)
property
Purchase of capital assets - (12,241) (2,291) -

Cash Expended In Investing (16,218) (71,728) (4,572) (16,534)
Activities

FINANCING ACTIVITIES

(Increase) decrease in 13,104 (56,944) - 13,255
advances to related company
(Note 3)
Increase (decrease) in loans 31,391 - (12,312) 31,960
payable
Increase in capital stock 53,432 409,053 150,000 53,432

Cash Provided By Financing 97,927 352,109 137,688 98,647
Activities

FOREIGN CURRENCY TRANSLATION (6,698) 7,340 (11,932) (728)
ADJUSTMENT

NET CHANGE IN CASH (9,077) (2,147) 7,880 (2,533)

CASH (DEFICIENCY), Beginning 334 2,481 (8,743) 2,481
of period

CASH (DEFICIENCY), End of $(8,743) $334 $(863) $(52)
period
</TABLE>
43
</page>

<PAGE>
Lynx Gaming Corp.
(A Development Stage Company)

Notes to Consolidated Financial Statements

1. BASIS OF PRESENTATION

These financial statements have been prepared in accordance with generally
accepted accounting principles applicable to a going concern, which assumes
that the Company will be able to realize its assets and discharge its
liabilities in the normal course of business. The Company is in significant
need of additional financing to enable it to continue its business. In the
absence of additional financing, the Company will not have sufficient funds
to meet its obligations. Management continues to look at various
alternatives to raise additional financing.

If the going concern basis was not appropriate, material adjustments may be
necessary in the carrying amounts and/or classification of assets and
liabilities and the loss for the year reported in these financial
statements.

These financial statements have been prepared in accordance with United
States generally accepted accounting principles and the amounts are
presented in U.S. dollars. The functioned currency is Canadian dollars.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature Of Operations

Lynx Gaming Corp. is currently a
development stage company under the provisions of Statement of Financial
Accounting Standards ("SFAS") No. 7. The Company was incorporated under the
laws of the State of Nevada on June 9, 1995. On July 13, 1999, the Company
changed its name to Playandwin, Inc. It is management's objective to operate
the Company in the development, promotion and sale of para-mutual wager
games (see Note 11).

Principles of Consolidation

The consolidated financial statements include the accounts of Lynx Gaming
Corp. and its wholly-owned subsidiary. All significant intercompany
transactions and balances have been eliminated on consolidation.

Interim Financial Information

The unaudited financial information furnished herein reflects all
adjustments, consisting only of normal recurring adjustments, which in the
opinion of management, are necessary to fairly state the Company's financial
position, the results of operations and cash flows for the periods
presented. The results of operations for the nine months ended November 30,
1999 are not necessarily indicative of results for the entire year ending
February 28, 2000.

Capital Assets

The Company records capital assets at cost.
Amortization rates are calculated to expense the assets over their
estimated useful life as follows:

Computer - 30% declining balance
Furniture and equipment - 20% declining balance
44
</page>

<PAGE>
Lynx Gaming Corp.
(A Development Stage Company)

Notes to Consolidated Financial Statements

2. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES (Cont'd.)

Investment

The investment in Racingo Investments Ltd. ("RIL") is recorded at
cost. The Company owns a 10% equity investment in RIL and as of November
30, 1999, RIL is inactive.

Intellectual Property

Intellectual property is recorded at cost and includes all costs to
register trademarks including legal fees. These costs will be amortized
over fifteen years which represents the life of the registered
trademarks.

Use Of Estimates In The Preparation Of Financial Statements

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

Loss Per Share

During 1998, the Company adopted SFAS No. 128, "Loss Per Share,"
which requires presentation of basic loss per share ("Basic LPS") and
diluted loss per share ("Diluted LPS").

The computation of basic loss per share is computed by dividing loss
available to common stockholders by the weighted average number of
outstanding common shares during the period. Diluted loss per share
gives effect to all dilutive potential common shares outstanding during
the period. The computation of diluted LPS does not assume conversion,
exercise or contingent exercise of securities that would have an
antidilutive effect on earnings.

As of February 28, 1999 and 1998, the Company excluded 794,856
warrants and 737,714 warrants respectively from the dilutive loss per
share because of there antidilutive nature.

Fair Value Of Financial Instruments

For certain of the Company's financial instruments including cash,
deposits, due from related company, bank indebtedness, accounts payable
and accrued liabilities and loans payable, the carrying amounts
approximate fair value due to their short maturities.

Cash And Cash Equivalents

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

Concentration Of Credit Risk

From time to time the Company places its cash in what it believes to
be credit-worthy financial institutions. However, cash balances exceed
FDIC insured levels at various times during the year.
45
</page>

<PAGE>
Lynx Gaming Corp.
(A Development Stage Company)

Notes to Consolidated Financial Statements

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Cont'd.)

Income Taxes

Income taxes are provided for based on the liability method of accounting
pursuant to SFAS No. 109, "Accounting for Income Taxes". Future income taxes,
if any, are recorded to reflect the tax consequences on future years of
differences between the tax bases of assets and liabilities and their
financial reporting amounts at each year-end.

Comprehensive Income

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

3. DUE FROM RELATED COMPANY

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

4. CAPITAL ASSETS

<TABLE>
<S> <C> <C> <C> <C> <C> <C>
February 28, November 30,
1999 1998 1999 1998
(Unaudited)
Accumulated Net Book Net Book Net Book Net Book
Cost Amortization Value Value Value Value

Computer $ 2,622 $ 1,062 $ 1,560 $ 2,327 $ 3,680 $ 1,560
Furniture 9,101 2,548 6,553 8,553 7,224 6,553
and
equipment
$ 11,723 $ 3,610 $ 8,113 $ 10,880 $ 10,904 $ 8,113
</TABLE>

5. BANK INDEBTEDNESS

Bank indebtedness bears interest at 18-21% per annum, is unsecured and is due
on demand.

6. LOANS PAYABLE

Loans payable are non-interest bearing, unsecured and due on demand.
46
</page>

<PAGE>
Lynx Gaming Corp.
(A Development Stage Company)

Notes to Consolidated Financial Statements

7. COMMON STOCK AND WARRANTS

On March 26, 1997, the Company issued 20,000 units which includes 20,000
common shares and 10,000 warrants for $4,860 cash.

On April 1, 1997, the Company issued 5,000 units which includes 5,000
common shares and 2,500 warrants for $694 cash.

On April 6, 1997, the Company issued 10,000 units which includes 10,000
common shares and 5,000 warrants for $3,471 cash.

On April 20, 1997, the Company issued 6,000 units which includes 6,000
common shares and 3,000 warrants for $2,082 cash.

On April 30, 1997, the Company issued 10,000 units which includes 10,000
common shares and 5,000 warrants for $694 cash.

On April 30, 1997, the Company issued 4,520,012 common shares in
exchange for 4,520,012 issued and outstanding common shares and 250,000
warrants of P.E.S.T. Creative Gaming Corporation for fair value of
$50,287.

On May 15, 1997, the Company issued 879,724 units which included 879,724
common shares and 439,864 warrants for $397,252 cash.

On April 16, 1998, the Company issued 114,284 units which included 57,142
warrants for $53,432 cash.

In 1998, the Company issued 465,364 common stock warrants to investors
in connection with the common stock private placement. The warrants
become exercisable on October 1, 1999 and will expire eighteen months
after that date. Each warrant entitles the holder to purchase one share
of the Company's common stock for $0.85 per share.

In 1999, the Company issued 57,142 common stock warrants to investors in
connection with the common stock private placement. The warrants become
exercisable on October 1, 1999 and will expire eighteen months after
that date. Each warrant entitles the holder to purchase one share of the
Company's common stock for $0.85 share.

The following summarizes the stock warrants issued for the years ended
February 28, 1998 and February 28, 1999:

<TABLE>
<S> <C> <C>
Weighted
Average
Exercise
Warrants Price

Options outstanding, 272,350 $ 0.85
February 28, 1997
Granted during 1998 465,364 0.85

Options outstanding, 737,714 $ 0.85
February 28, 1998
Granted during 1999 57,142 $ 0.85

Options outstanding, 794,856 $ 0.85
February 28, 1999
</TABLE>
47
</page>

<PAGE>
Lynx Gaming Corp.
(A Development Stage Company)

Notes to Consolidated Financial Statements

7. COMMON STOCK AND WARRANTS (Cont'd.)

At February 28, 1999, the per unit weighted-average fair value of unit
options granted was $0.72 on the date of grant using the minimum value
method (net present value of exercise price) with the following weighted
average assumptions: expected dividend yield of 0%, risk-free interest
rate of 5.5% and an expected life of 3 years.

8. RELATED PARTY TRANSACTIONS
<TABLE>
<S> <C> <C> <C> <C>
February 28, November 30,
1999 1998 1999 1998
(Unaudited)

Management fees paid $ 31,418 $ 95,207 $ 4,048 $ 31,587
to shareholders of
the Company
</TABLE>

9. STATEMENT OF CASH FLOWS

Changes in non-cash operating assets and liabilities
<TABLE>
<S> <C> <C> <C> <C>
February 28, November 30,
1999 1998 1999 1998
(Unaudited)
Decrease in $ - $ 797 $ - $ -
subscriptions
receivable
Decrease (increase) 10,752 (3,905) (1,051) 10,895
in deposits
Increase in accounts 89,367 20,400 76,582 90,386
payable and accrued
liabilities
$ 100,119 $ 17,292 $ 75,531 $ 101,281
</TABLE>

10. INCOME TAXES

<TABLE>
<S> <C> <C> <C> <C>
February 28, November 30,
1999 1998 1999 1998
(Unaudited)
Federal Income Tax 34.0% 34.0% 34.0% 34.0%
Rate
Effect of Valuation (34.0%) (34.0%) (34.0%) (34.0%)
Allowance
Effective Income - - - -
Tax Rate
</TABLE>

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

<TABLE>
<S> <C> <C> <C> <C>
February 28, November 30,
1999 1998 1999 1998
(Unaudited)
Deferred Tax
Assets

Loss carryforwards $ 557,836 $ 376,496 $ 796,127 $ 557,836
Less: Valuation (557,836) (376,496) (796,127) (557,836)
allowance
Net deferred tax $ - $ - $ - $ -
assets
</TABLE>
48
</page>

<PAGE>
Lynx Gaming Corp.
(A Development Stage Company)

Notes to Consolidated Financial Statements

10. INCOME TAXES (Cont'd.)

At February 28, 1999 and 1998, the Company has provided a valuation
allowance for the deferred tax asset since management has not been able to
determine whether the asset is realizable. The net change in the valuation
allowance for the years ended February 28, 1999 and 1998 and the nine
months ended November 30, 1999 (unaudited) increased by $181,340, $273,011
and $238,291 (unaudited) respectively. Net operating loss carryforwards
expire starting in 2004.

11. SUBSEQUENT EVENTS

Acquisitions

On October 1, 1999, the Company entered into a share exchange agreement
with Playandwin, Inc., (Playandwin) an inactive U.S. shell company, and
Playandwin Canada Inc., its wholly owned subsidiary, (Canada) to acquire
100% of the issued and outstanding common stock of the Company and its
majority owned subsidiary P.E.S.T Creative Gaming Corporation ("PEST"). In
accordance with the agreement, Canada (i) exchanged 3,429,118 warrants,
which enable the holder to receive 3,429,118 shares of Playandwin's common
stock, for 6,858,236 shares of the Company's common stock; (ii) exchanged
368,857 warrants to purchase 368,857 shares of Playandwin's common stock at
$1.70 per share, for a period of six months after October 1, 2000, for
737,714 warrants to purchase 737,714 shares of the Company's common stock
at $0.85 per share; (iii) exchanged 57,143 warrants, which enable the
holder to receive 57,143 shares of Playandwin's common stock, for 114,286
shares of PEST's common stock; (iv) exchanged 28,571 warrants to purchase
28,571 shares of Playandwin's common stock at $1.70 per share for 57,142
warrants to purchase 57,142 shares of PEST's common stock at $0.85 per
share. In aggregate Playandwin has committed to issue 3,486,261 shares of
its common stock and 397,428 warrants to purchase 397,428 shares of
Playandwin's common stock at $1.70 per share.

The 3,486,261 warrants are convertible into shares of Playandwin's common
stock in three instalments of 1,162,087 shares on each of October 1, 2000,
October 1, 2001 and October 1, 2002. However these warrants can be called
by the Company on the earlier of October 1, 2004 or the occurrence of a
take over bid for all of the issued and outstanding stock of Playandwin.

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

(i)The Company is deemed to be the purchaser and parent company for
accounting purposes. Accordingly, its net assets will be included in the
consolidated balance sheet at their historical book values;

(ii)Control of the net assets and business of Playandwin was acquired
effective October 1, 1999, the effective date. This transaction has been
accounted for as a purchase of the assets and liabilities of Playandwin
by the Company. Since Playandwin had no assets, liabilities or operations
prior to the merger, no excess cost over fair value of net assets
acquired will be recorded.
49
</page>

<PAGE>
Lynx Gaming Corp.
(A Development Stage Company)

Notes to Consolidated Financial Statements

11. SUBSEQUENT EVENTS (Cont'd.)

Common Stock

On October 20, 1999, the Company issued 100,000 common shares for $75,000
cash.

On November 17, 1999, the Company issued 100,000 common shares for $75,000
cash.

Master License Agreement

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

License Agreements

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

Stock Options - Consulting Agreement

The Company has a Stock Option Agreement with Penguin Petrolium Limited
("PENGUIN'), dated December 15, 1999. Under the terms of the Agreement,
Penguin has the option to purchase 80,000 shares of the Company's common
stock in return for consulting services for 2 years. 50,000 of those shares
were exercisable until January 17, 2000 and were exercised in January 2000,
with the remaining 30,000 shares exercisable on or before December 15, 2001,
at a price of $2.00 per share. In accordance with SFAS No. 123, "Accounting
for Stock-Based Compensation," the fair value of these options was estimated
at $76,540 (the contract value will be pro-ratably expensed over the life of
the contract) using the Black-Scholes option-pricing model with the
following valuations and weighted-average assumptions:

a) 50,000 shares were valued at $32,655, with
dividend yields of 0%, expected volatility of 136%, risk-free interest
rate of 5.5% and an expected life of 1 month;

b) 30,000 shares were valued at $42,885, with
dividend yields of 0%; expected volatility of 136%, risk-free interest
rates of 6.1% and an expected life of 1 years.
50
</page>

<PAGE>
Lynx Gaming Corp.
(A Development Stage Company)

Notes to Consolidated Financial Statements

11. SUBSEQUENT EVENTS (Cont'd.)

Stock Options - Board Advisors

Four members of the advisory board were granted to stock options for an
aggregate amount of 475,000 shares at a purchase price of $2.00 per share.
The options are exercisable upon grant and will expire five years after
grant. In accordance with SFAS No. 123, "Accounting for Stock-Based
Compensation," the fair value of these options was estimated at $409,064
(the contract value will be pro-ratably expensed over the life of the
contract) using the Black-Scholes option-pricing model with the following
valuations and weighted-average assumptions:

a) 75,000 shares were granted on October 20,
1999 and valued at $84,703, with dividend yields of 0%, expected
volatility of 136%, risk-free interest rates of 6.03% and an expected
life of 1 year;

b) 325,000 shares were granted on November 8,
1999 and valued at $217,018, with dividend yields of 0%, expected
volatility of 136%, risk-free interest rates of 6% and an expected life
of 2 years;

c) 75,000 shares were granted on December 4,
1999 and valued at $107,253, with dividend yields of 0%, expected
volatility of 136%, risk-free interest rates of 6.03% and an expected
life of 1 year.

12. UNCERTAINTY DUE TO THE YEAR 2000 ISSUE

The Year 2000 Issue arises because many computerized systems use two digits
rather than four to identify a year. Date-sensitive systems may recognize
the year 2000 as 1900 or some other date, resulting in errors when
information using year 2000 dates is processed. In addition, similar
problems may arise in some systems which use certain dates in 1999 to
represent something other than a date. Although the change in date has
occurred, it is not possible to conclude that all aspects of the year 2000
issue that may affect the Company, including those related to customers,
suppliers, or other third parties, have been fully resolved.
51
</page>

EXHIBITS

2.1 Share Exchange Agreement with Lynx Gaming Corp
2.2 Share Exchange Agreement with P.E.S.T. Creative Gaming Corp.

3.1 Articles of Incorporation

3.2 By-Laws

10.1 Master License Agreement
10.2 Internet License Agreement
10.3 Letter of Agreement
10.4 On- and Off-Track Betting License Agreement
10.5 Software Development Agreement
10.6 Memorandum of Understanding
10.7 Stock Option Agreement - Penguin Petrolium Products Limited
10.8 Stock Option Agreement - Stephen Peskoff
10.9 Stock Option Agreement - Andrew DeFrancesco
10.10 Stock Option Agreement - Douglas McFadden
10.11 Stock Option Agreement - Adam Hawkins

16. Letter re change in certifying accountant

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