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iGames Entertainment Inc.

Discussion in 'Casino Industry Discussion' started by mary, Oct 16, 2002.

    Oct 16, 2002
  1. mary

    mary Dormant account

    Press Release Source: iGames Entertainment Inc.


    iGames Entertainment Inc. Announces Completion of Public Offering; Stock to Trade Under the Nasdaq OTCBB Symbol: IGMS
    Monday October 14, 9:25 am ET


    BOCA RATON, Fla., Oct. 14 /PRNewswire-FirstCall/ -- iGames Entertainment Inc. (OTC Bulletin Board: IGMS - News), a fully reporting company specializing in the development, manufacturing, and distribution of gaming and security applications for the casino, hospitality and sports betting industries, announced today that the company will begin trading on the Nasdaq OTC Bulletin Board Exchange under the symbol: "IGMS".
    ADVERTISEMENT


    "We are quite pleased with the successful completion of our public offering and our new market trading status. We firmly believe that our access to the public and global markets will enable iGames Entertainment Inc. to reach a global customer base and maintain our credibility within the gaming industry while creating meaningful shareholder value," stated Jeremy Stein, CEO of iGames Entertainment.

    About iGames Entertainment

    iGames Entertainment, Inc. ("IGE") specializes in the development, manufacturing, marketing and distribution of gaming and security applications for the casino, hospitality, cable and sports betting industries within regulated jurisdictions. Founded in 1999 with the aim of producing government approved casino gaming software, iGames Entertainment focuses on the creation of proprietary technology, and is presently recognized for the Company's patented slot machine security technology, the Protector V.3 TM

    A brief description of the iGames Entertainment product line is as follows:

    Protector V.3(TM) - The Protector V.3(TM) is a patented anti-cheating device which virtually eliminates hopper theft from most major manufactured slot machines including IGT, WMS and Bally's slot machines. The Protector stops theft at the point of the attempt for all known forms of slot machine cheating. No other device offers the level of security of Protector V.3(TM). The Protector V.3(TM) is the most effective anti-theft device available to casino owner/operators and most manufacturers today.

    iCasinoware(TM) - Developed with the player in mind, our full suite of 21 games utilizes Shockwave(TM) technology, to provide our clients a product which requires virtually no download, rich customizable graphics and sounds, live chat, and full multi-player capabilities. The iCasinoware administrative "backend" provides several functions for the operator including live player tracking, bonus-rewards programs and customization control. Unlike many other providers of casino operating software, iGames Entertainment has never permitted its licensees to accept wagers from the United States or any jurisdiction in which remote gaming is not legal. iGames Entertainment has invested more than three years in developing a comprehensive multi-player networked gaming platform, supporting a diverse range of gaming and entertainment applications.

    iGamesTV(TM) - iGames proprietary remote entertainment technology can be utilized through an "in room" set-top box or kiosk. iGamesTV's content is also available and developed to seamlessly integrate with many middle ware providers and existing set top boxes. Utilization can range from in room or remote access to the sportsbook, in room casino and poker gaming in the "play for fun" or "real mode", gaming tutorials with live tutors, as well as hospitality and concierge services. iGamesTV is seamlessly administrated in house, and hosted on an existing LAN within a secure intranet environment.

    Safe Harbor Statement

    Statements contained herein, other than historical data, may constitute forward-looking statements. When used in this document, the words "estimate," "project," "intends," "expects," "believes" and similar expressions are intended to identify forward-looking statements regarding events and financial trends which may affect the Company's future operating results and financial position. Such statements are not guarantees of future performance and are subject to risks and uncertainties that could cause the Company's actual results and financial position to differ materially from those included within the forward-looking statements.

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    --------------------------------------------------------------------------------
    Source: iGames Entertainment Inc.
     
  2. Oct 16, 2002
  3. mary

    mary Dormant account

    The patented security device is basically a shaped sheet of metal that bolts in the front of the slot machine.

    iGAMES ENTERTAINMENT, INC.
    (A Development Stage Company)

    NOTES TO FINANCIAL STATEMENTS
    FROM MAY 9, 2001 (Inception) TO DECEMBER 31, 2001
    (Unaudited)

    Note 1 - BASIS OF PREPARATION

    Alladin Software, Inc. was incorporated on May 9, 2001 under the laws of the
    State of Florida. Subsequently, Alladin was acquired by iGAMES Entertainment,
    Inc. ("iGames" or the "Company"), a Nevada corporation, by purchase of all of
    the outstanding shares of Alladin. The acquisition was accounted for as a
    purchase between commonly controlled entities and the financial statements have
    been combined for all periods presented. The Company develops and licenses
    Internet and land-based gaming software, and provides related support,
    maintenance and management consulting services. The Company licenses the use of
    proprietary software products and trademarks to independent third parties
    located in jurisdictions where Internet gaming is either recognized as a
    legitimate business enterprise or not prohibited. In addition, the Company has
    purchased the world-wide patents, trademarks and rights thereto for "slot
    anti-cheating device", known as the Protector V.2, for gaming machines; which it
    plans to market to the slot machine gaming machine companies and their
    customers.

    The Company has not yet materially engaged in its expected operations. The
    Company's future operations will be to license internet based casino gaming
    software and provide related support, maintenance and management consulting
    services; and market and lease the "slot anti-cheating device". Current
    activities include raising additional equity and negotiating with key personnel
    and facilities, as well as the continued development of its software products,
    there is no assurance that any benefit will result from such activities. The
    Company will not receive any material operating revenues until the commencement
    of operations, but will nevertheless continue to incur expenses until then.

    The accompanying unaudited condensed financial statements have been prepared in
    accordance with generally accepted accounting principles for interim financial
    statements and with the instructions to Form 10-QSB. Accordingly, they do not
    include all of the information and disclosures required for annual financial
    statements. These financial statements should be read in conjunction with the
    financial statements and related footnotes for the period ended March 31, 2002
    included in the Form 10-KSB for the period May 9, 2001 (Inception) through March
    31, 2002 as well as the Form 10-QSB filed for the period ended June 30, 2002.

    In the opinion of the Company's management, all adjustments (consisting of
    normal recurring accruals) necessary to present fairly the Company's financial
    position as of December 31, 2001, and the results of operations and cash flows
    for the three-month period ended December 31, 2001 and for the period May 9,
    2001 (Inception) through December 31, 2001have been included.

    The results of operations for the three-month period ended December 31, 2001,
    are not necessarily indicative of the results to be expected for the full year.
    For further information, refer to the financial statements and footnotes thereto
    included in the Company's Form 10-KSB as filed with the Securities and Exchange
    Commission for the year ended March 31, 2002 and to the Company's Form 10-QSB as
    filed with the Securities and Exchange Commission for the quarter ended June 30,
    2002.

    Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

    Revenue Recognition - Revenue from products licensed is recorded when the
    software has been delivered in accordance with AICPA Statement of Position 97-2
    "Software Revenue Recognition". Revenue attributable to undelivered elements,
    including maintenance and technical support will be recognized with the initial
    licensing fee upon delivery of the software because maintenance and customer
    support fees will be included in the initial licensing fee, the license period
    is for one year or less, and the estimated costs of providing these services are
    insignificant. Estimated costs of providing these services are accrued when
    revenues are recognized.

    Per user fees are fees charged to customers that access and use the Company's
    software products. Revenue is recognized when the software product is accessed.

    5
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    iGAMES ENTERTAINMENT, INC.
    (A Development Stage Company)

    NOTES TO FINANCIAL STATEMENTS
    DECEMBER 31, 2001
    (unaudited)

    Note 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

    Revenues from major software customization or enhancements sold separately or
    included in multiple element arrangements will be recognized using the
    "percentage-of-completion-method" as prescribed by SOP 81-1 and ARB No. 45,
    recognizing revenue relative to the proportionate progress on such contracts as
    measured by the ratio which costs incurred by the Company to date bear to total
    anticipated costs on each project.

    Earnings (Loss) Per Share - The Company has adopted SFAS, No. 128, Earnings per
    Share. Basic earnings (loss) per share is computed by dividing net income (loss)
    available to common stockholders by the weighted average number of common shares
    outstanding during the period. Diluted earnings per share reflects the per share
    amount that would have resulted if dilutive common stock had been converted to
    common stock, as prescribed by SFAS No. 128.

    New Accounting Pronouncements

    In August 2001, the FASB issued Statement No. 144 (SFAS 144) "Accounting for the
    Impairment or Disposal of Long-Lived Assets." This statement addresses financial
    accounting and reporting for the impairment or disposal of long-lived assets.
    This statement supersedes Statement No. 121, "Accounting for the Impairment of
    Long-Lived Assets and for Long-Lived Assets to be Disposed of." The adoption of
    SFAS 144 was required beginning January 1, 2002. We do not believe the adoption
    of SFAS No. 144 will have a material effect on our consolidated financial
    position or results of operations.

    In November 2001, the FASB EITF reached a consensus to issue a FASB Staff
    Announcement Topic No. D-103 (re-characterized in January 2002 as EITF Issue No.
    01-14), "Income Statement Characterization of Reimbursement Received for
    `Out-of-Pocket' Expenses Incurred" which clarifies that reimbursements received
    for out-of-pocket expenses incurred should be characterized as revenue in the
    statement of operations. This consensus should be applied in financial reporting
    periods beginning after December 15, 2001. Upon application of this consensus,
    comparative financial statements for prior periods should be reclassified to
    comply with the guidance in this consensus. The adoption of this consensus did
    not have a material effect on our consolidated financial position or results of
    operations.

    In July 2002, the FASB issued Statement No. 146 (SFAS 146), "Accounting for
    Costs Associated with Exit or Disposal Activities." This Standard supercedes the
    accounting guidance provided by Emerging Issues Task Force Issue No. 94-3,
    "Liability Recognition for Certain Employee Termination Benefits and Other Costs
    to Exit an Activity" (including "Certain Costs Incurred in a Restructuring").
    SFAS No. 146 requires companies to recognize costs associated with exit
    activities when they are incurred rather than at the date of a commitment to an
    exit or disposal plan. SFAS No. 146 is to be applied prospectively to exit or
    disposal activities initiated after December 31, 2002. The Company is currently
    evaluating this Standard.

    Note 3 - LICENSE

    The Company has licensed for approximately $300,000, from an unrelated company,
    an internet based suite of casino gaming products. The Company has the right to
    utilize and modify the software's source code. The Company has not placed into
    service the software and to date has not yet amortized the license agreement.

    6
    >,page<,
    iGAMES ENTERTAINMENT, INC.
    (A Development Stage Company)

    NOTES TO FINANCIAL STATEMENTS
    DECEMBER 31, 2001
    (unaudited)

    Note 4 - RELATED PARTY TRANSACTIONS

    The Company has engaged a software development company to develop its internally
    developed products as well as modify its licensed products. An officer of this
    software company is also the Chief Technology Officer of iGames. As of December
    31, 2001 the Company has paid approximately $108,000 in consulting fees to this
    related party.

    Note 5 - STOCKHOLDERS' EQUITY

    The Company's authorized capital stock consists of 10,000,000 shares of common
    stock, par value $.001 per share. On November 30, 2001, there were issued and
    outstanding 8,230,000 shares of common stock.

    Between May 9, 2001 (inception) and August 2001 the Company issued 5,430,000
    shares of common stock to the founding shareholders of the Company. The Company
    received proceeds of $23,000 or $0.004 per share for these shares of its common
    stock.

    In August 2001, the Company solicited a private placement memorandum for the
    sale of a unit that consists of one share and one warrant to purchase a share of
    the Company's common stock. Between August and November 30, 2001 the Company
    completed the sale of 2,455,000 shares of common stock and 2,455,000 stock
    purchase warrants exercisable at $1.00 per share expiring on December 31, 2005.
    The Company received gross proceeds of $1,227,500 or $0.50 per share and
    incurred offering costs of $138,225. In connection with the offering the Company
    issued 325,000 shares of common stock and 123,250 stock purchase warrants
    exercisable at $1.00 expiring on December 31, 2005.

    In September 2001 the Company issued 20,000 shares of common stock to a former
    officer. The Company valued these shares at $0.45 or the value of the shares
    sold under its private placement (less a 10% discount for market restrictions).
    In connection with this issuance the Company recorded $9,000 in compensation.

    Note 6 - SUBSEQUENT EVENTS

    On February 15, 2002 the Company acquired all worldwide patents and trademarks,
    from a related party, to a slot machine anti-cheating device for $100,000. The
    Company will be obligated to pay a royalty of 50% of the gross sales price on
    all units sold and $7,500 per month for one-year of technical support. The
    Company intends to amortize this intellectual property over its estimated
    useful-life.

    On March 1, 2002, the Company received a $250,000 convertible promissory note
    from an individual. The note bears interest at 10% per annum and is due on
    September 1, 2002. Such note is convertible, at the option of the lender, into
    500,000 shares or $0.50 per share. Additionally, upon conversion, warrants equal
    to the number of common shares issued will be granted, these warrants shall be
    exercisable at $1.00 per share and expire on December 31, 2005.

    During the quarter ended June 30, 2002, the Company issued 630,000 shares to
    employees and consultants for services rendered. Accordingly, the Company has
    recorded $315,000 ($0.50 per share) in compensation to reflect the issuance of
    these shares.

    On July 3, 2002, the Company issued 125,000 shares to a consultant for financial
    services over a one-year term. The Company has recorded $62,500 ($0.50 per
    share) as deferred compensation, which will be amortized over the term of the
    contract.

    7
    >,page<,
    iGAMES ENTERTAINMENT, INC.
    (A Development Stage Company)

    NOTES TO FINANCIAL STATEMENTS
    DECEMBER 31, 2001
    (unaudited)

    Note 6 - SUBSEQUENT EVENTS

    In September 2002, the Company solicited a private placement memorandum for the
    sale of unit that consists of one shares and one warrant to purchase a share of
    the Company's common stock. During September 2002 Company completed the sale of
    1,350,000 shares of common stock and 1,350,000 stock purchase warrants
    exercisable at $1.00 per share expiring on December 31, 2005. The Company
    received gross proceeds of $675,000 or $0.50 per share.


    8

    >,page<,

    Item 2 Management's Discussion and Analysis or Plan of Operations

    The following discussion of the results of operations, financial condition and
    liquidity should be read in conjunction with iGames Entertainment, Inc.
    financial statements and notes thereto for the period ended March 31, 2002
    appearing in our most recent annual report on Form 10-KSB, as well as our most
    recent Form 10-QSB for the quarter ended June 30, 2002. This report on Form
    10-QSB contains forward-looking statements that are subject to risks and
    uncertainties, which could cause actual results to differ materially from those
    discussed in the forward-looking statements and from historical results of
    operations. Among the risks and uncertainties which could cause such a
    difference are those relating to our dependence upon certain key personnel, our
    ability to manage our growth, our success in implementing the business strategy,
    our success in arranging financing where required, and the risk of economic and
    market factors affecting our customers. Many of such risks are beyond the
    control of the Company and its management.

    (a) Overview.

    The Company has not yet materially engaged in its expected operations. Our
    Company's future operations will be to license internet and land-based casino
    gaming software and provide related support, maintenance and management
    consulting services; and market and lease the "slot machine anti-cheating
    device". The Company will not receive any material operating revenues until the
    commencement of operations, which is expected to be within the next three
    months, but will nevertheless continue to incur expenses until then. Our
    management believes that we have the adequate funds to meet our financial needs
    and carry out our marketing plan for the next twelve months. In order for the
    Company to realize its goal of releasing new software products and successfully
    market its existing software products on an international level, it will be
    required to successfully complete an additional public or private financing.

    (b) Critical Accounting Policies

    iGames financial statements and accompanying notes are prepared in accordance
    with generally accepted accounting principles in the United States. Preparing
    financial statements requires management to make estimates and assumptions that
    affect the reported amounts of assets, liabilities, revenue and expenses. These
    estimates and assumptions are affected by management's applications of
    accounting policies. Critical accounting policies for iGames include revenue and
    accounting for intangible assets.

    iGames accounts for revenues from products licensed when the software has been
    delivered in accordance with AICPA Statement of Position 97-2 "Software Revenue
    Recognition". Revenue attributable to undelivered elements, including
    maintenance and technical support will be recognized with the initial licensing
    fee upon delivery of the software, as maintenance and customer support fees are
    to be included in the initial licensing fee, the license period is for one year
    or less, and the estimated costs of providing these services are insignificant.
    Estimated costs of providing these services are accrued when revenues are
    recognized.

    We account for revenues from the sale or lease of products as earned when the
    sale is completed, or over the lease term; as appropriate. Per user fees are
    fees charged to customers that access and use the Company's software products.
    Revenue is recognized when the software product is accessed.

    Revenues from major software customization or enhancements sold separately or
    included in multiple element arrangements will be recognized using the
    "percentage-of-completion-method" as prescribed by SOP 81-1 and ARB No. 45,
    recognizing revenue relative to the proportionate progress on such contracts as
    measured by the ratio which costs incurred by the Company to date bear to total
    anticipated costs on each project.

    iGames accounts for intangible assets as follows: licensing and patent
    agreements are stated at cost. The recoverability of the license and patent
    agreements is revaluated each year based upon management's expectations relating
    to the life of the technology and current competitive market conditions. Based
    upon management's expectations they believe that no impairment of its license
    agreement and patent exists at December 31, 2001.

    9
    >,page<,

    Item 2 Management's Discussion and Analysis or Plan of Operations (continued)

    (c) Results of Operations.

    For the quarter ended December 31, 2001, the Company generated $40,000 of
    revenues, and incurred approximately $188,000 in operating expenses; of which
    approximately one-thirds of those expenses represented research and development
    costs associated with the development of our products. The balance of these
    costs consisted of approximately $36,000 in professional fees associated with
    the filing of our Form SB-2, $35,000 in travel, $6,000 in rent and $54,000 in
    other administrative costs. The Company intends to expand operations through the
    development of its license model, in addition to new software products. During
    the next twelve months, the Company anticipates that the expenditures will
    increase significantly as the Company builds the required infrastructure
    necessary to further market its existing and future products; which includes but
    is not limited to: o Recruitment of sales, development and administrative
    personnel o Marketing activities and programs and o Refining existing and
    continual development of new products through continued research and development

    (d) Liquidity and Capital Resources.

    Our available cash balance at December 31, 2001 was approximately $516,000. From
    inception through September 19, 2002, the Company raised an aggregate of
    approximately $1.775 million in capital through the sale of shares pursuant to a
    private placement made in accordance with Rule 506 under the Securities Act of
    1933. In addition, the Company sold for $250,000 to a single investor, two 10%
    convertible promissory notes due September 1, 2002; pursuant to the exemption
    afforded by Section 4 (2) of the Securities Act of 1933. We believe that the
    investor plans to convert such notes to common stock.

    During the quarter ended December 31, 2001, the Company used cash of
    approximately $281,000 for operations. There are presently no plans to purchase
    a new facility or significant new equipment. We believe that we have the
    adequate funds to meet our financial needs and carry out our marketing plan for
    the next twelve months. The Company intends to complete an additional public or
    private financing within the year and believes that it has the ability to do so;
    however, there can be no assurance that we will in fact be able to do so.

    (e) Recent Accounting Pronouncements

    In June 2001, the FASB issued SFAS No. 141, "Business Combination", SFAS No.
    142, "Goodwill and Other Intangible Assets" and SFAS No. 143, "Accounting for
    Asset Retirement Obligations",. SFAS No. 141 requires the use of the purchase
    method of accounting and prohibits the use of the pooling-of-interest method of
    accounting for business combinations initiated after June 30, 2001. It also
    requires that the Company recognize acquired intangible assets apart from
    goodwill. SFAS No. 142 requires, among other things, that companies no longer
    amortize goodwill, but instead test goodwill for impairment at least annually.
    In addition, SFAS No. 142 requires that the Company identify reporting units for
    the purposes of assessing potential future impairments of goodwill, reassess the
    useful lives of other existing recognized intangible assets, and cease
    amortization of intangible assets with an indefinite useful life. SFAS No. 143
    establishes accounting standards for recognition and measurement of a liability
    for an asset retirement obligation and the associated asset retirement cost,
    which will be effective for financial statements issued for fiscal years
    beginning after June 15, 2002. The adoption of SFAS No. 141, SFAS No. 142 and
    SFAS No. 143 is not expected to have a material effect on the Company's
    financial position, results of operations and cash flows. In August 2001, the
    FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of
    Long-Lived Assets" which basically further clarifies SFAS No. 121 and methods of
    quantifying potential impairments or disposal of assets as well as the related
    reporting of such impairments or disposals.

    In November 2001, the FASB EITF reached a consensus to issue a FASB Staff
    Announcement Topic No. D-103 (re-characterized in January 2002 as EITF Issue No.
    01-14), "Income Statement Characterization of Reimbursement Received for
    `Out-of-Pocket' Expenses Incurred" which clarifies that reimbursements received
    for out-of-pocket expenses incurred should be characterized as revenue in the
    statement of operations. This consensus should be

    10
    >,page<,

    applied in financial reporting periods beginning after December 15, 2001. Upon
    application of this consensus, comparative financial statements for prior
    periods should be reclassified to comply with the guidance in this consensus.
    The adoption of this consensus did not have a material effect on our
    consolidated financial position or results of operations.

    In July 2002, the FASB issued Statement No. 146 (SFAS 146), "Accounting for
    Costs Associated with Exit or Disposal Activities." This Standard supercedes the
    accounting guidance provided by Emerging Issues Task Force Issue No. 94-3,
    "Liability Recognition for Certain Employee Termination Benefits and Other Costs
    to Exit an Activity" (including "Certain Costs Incurred in a Restructuring").
    SFAS No. 146 requires companies to recognize costs associated with exit
    activities when they are incurred rather than at the date of a commitment to an
    exit or disposal plan. SFAS No. 146 is to be applied prospectively to exit or
    disposal activities initiated after December 31, 2002. The Company is currently
    evaluating this Standard.


    11
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    PART II - OTHER INFORMATION

    Item 1 Legal Proceedings

    None.

    Item 2 Changes in Securities and Use of Proceeds

    None

    Item 3 Defaults Upon Senior Securities

    None.

    Item 4 Submissions of Matters to a Vote of Security Holders

    None.

    Item 5 Other Events

    None.

    Item 6 Exhibits and Reports on Form 8-K

    (a) Exhibits required by item 601 of Regulation S-B

    99.1 Certification by Chief Executive Officer
    99.2 Certification by Chief Financial Officer

    (b) Reports on Form 8-K

    None.


    12
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    SIGNATURES

    In accordance with the requirements of the Exchange Act, the registrant
    has caused this report to be signed on its behalf by the undersigned, thereto
    duly authorized.


    iGAMES ENTERTAINMENT, INC.


    By:/s/ Jeremy Stein
    -------------------
    Jeremy Stein, Chief Executive Officer
    President and Director

    By:/s/ Adam C. Wasserman
    ------------------------
    Chief Financial Officer

    Date: September 19, 2002



    13

    >,page<,
    CERTIFICATONS UNDER SECTION 302 OF SARBANES-OXLEY ACT

    I, Jeremy Stein, certify that:

    1. I have reviewed this quarterly report on Form 10-Q/10-QSB of iGames
    Entertainment, Inc..

    2. Based on my knowledge, this quarterly report does not contain any
    untrue statement of a material fact or omit to state a material fact necessary
    to make the statements made, in light of the circumstances under which such
    statements were made, not misleading with respect to the period covered by this
    quarterly report.

    3. Based on my knowledge, the financial statements, and other financial
    information included in this quarterly report, fairly present in all material
    respects the financial condition, results of operations and cash flows of the
    registrant as of, and for, the periods presented in this quarterly report.

    Date: September 19, 2002
    ------------------

    /s/ Jeremy Stein
    - ----------------
    President


    I, Adam C. Wasserman, certify that:

    1. I have reviewed this quarterly report on Form 10-Q/10-QSB of iGames
    Entertainment, Inc.

    2. Based on my knowledge, this quarterly report does not contain any
    untrue statement of a material fact or omit to state a material fact necessary
    to make the statements made, in light of the circumstances under which such
    statements were made, not misleading with respect to the period covered by this
    quarterly report.

    3. Based on my knowledge, the financial statements, and other financial
    information included in this quarterly report, fairly present in all material
    respects the financial condition, results of operations and cash flows of the
    registrant as of, and for, the periods presented in this quarterly report.

    Date: September 19, 2002
    ------------------

    /s/ Adam C. Wasserman
    - ---------------------
    President

    14

    >,/text<,
    >,/document<,
    >,document<,
    >,type<,EX-99
    >,sequence<,3
    >,filename<,exhibit_99-1.txt
    >,text<,
    Exhibit 99.1


    CERTIFICATION PURSUANT TO
    18 U.S.C. SECTION 1350,
    AS ADOPTED PURSUANT TO
    SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


    In connection with the Quarterly Report of iGames Entertainment, Inc. (the
    "Company") on Form 10-QSB for the period ending December 31, 2001 as filed with
    the Securities and Exchange Commission on the date hereof (the "Report"), I,
    Jeremy Stein, Chief Executive Officer of the Company, certify, pursuant to 18
    U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of
    2002, that:


    (1) The Report fully complies with the requirements of section 13(a) or
    15(d) of the Securities Exchange Act of 1934; and


    (2) The information contained in the Report fairly presents, in all
    material respects, the financial condition and result of operations of the
    Company.


    /s/ Jeremy Stein

    Jeremy Stein
    Chief Executive Officer


    September 19, 2002

    >,/text<,
    >,/document<,
    >,document<,
    >,type<,EX-99
    >,sequence<,4
    >,filename<,exhibit_99-2.txt
    >,text<,
    Exhibit 99.2


    CERTIFICATION PURSUANT TO
    18 U.S.C. SECTION 1350,
    AS ADOPTED PURSUANT TO
    SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


    In connection with the Quarterly Report of iGames Entertainment, Inc. (the
    "Company") on Form 10-QSB for the period ending December 31, 2001 as filed with
    the Securities and Exchange Commission on the date hereof (the "Report"), I,
    Adam C. Wasserman, Chief Financial Officer of the Company, certify, pursuant to
    18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of
    2002, that:


    (1) The Report fully complies with the requirements of section 13(a) or
    15(d) of the Securities Exchange Act of 1934; and


    (2) The information contained in the Report fairly presents, in all
    material respects, the financial condition and result of operations of the
    Company.


    /s/ Adam C. Wasserman

    Adam C. Wasserman
    Chief Financial Officer


    September 19, 2002

    >,/text<,
    >,/document<,
    >,/sec-document<,
    -----END PRIVACY-ENHANCED MESSAGE-----
     
  4. Nov 27, 2002
  5. mary

    mary Dormant account

    Man, these people just pump out press releases for their piece of metal that bolts int the fornt of a slot machine.

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    WASHINGTON, D.C. 20549

    FORM 10-QSB


    Quarterly report under Section 13 or 15 (d) of
    the Securities Exchange Act of 1934


    For the fiscal quarter ended: September 30, 2002

    Commission File No. 333-76982


    IGAMES ENTERTAINMENT, INC.


    (Exact Name of Small Business Issuer as Specified in its Charter)


    Nevada 88-0501468
    ------ ----------
    (State of Other Jurisdiction of (I.R.S. Employer
    Incorporation or Organization) Identification No.)




    301 Yamato Road, Suite 3131, Boca Raton, FL 33431


    (Address of Principal Executive Offices) (Zip Code)


    (561) 995-0075


    (Issuer's Telephone Number, Including Area Code)

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

    Yes X No


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

    As of October 15, 2002, the issuer had issued and outstanding 10,485,000 shares of its common stock, par value $0.001 per share.



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

    IGAMES ENTERTAINMENT, INC.
    QUARTERLY PERIOD ENDED SEPTEMBER 30, 2002
    INDEX TO FORM 10-QSB

    PART I - FINANCIAL INFORMATION PAGE NO.
    Item 1 - Financial Statements

    Balance Sheet at September 30, 2002 (unaudited)........................3

    Statements of Operations for the three months ended
    September 30, 2002 and 2001 and for the six months ended
    September 30, 2002 and from May 9, 2001 (Inception) through
    September 30, 2002 (unaudited).......................................4

    Statements of Cash Flows for the six months ended
    September 30, 2002 and from May 9, 2001 (Inception)
    through September 30, 2001 (unaudited)...............................5

    Notes to Financial Statements........................................6-7

    Item 2 - Management's Discussion and Analysis or Plan of Operations.....8-11

    Item 4 - Controls and Procedures.......................................11-12







    PART II - OTHER INFORMATION

    Item 1 - Legal Proceedings................................................12

    Item 2 - Changes in securities and use of proceeds........................12

    Item 3 - Defaults upon senior securities..................................12

    Item 4 - Submission of matters to a vote of security holders..............12

    Item 5 - Other events.....................................................12

    Item 6 - Exhibits and Reports on 8-K......................................13

    Signatures................................................................14

    Certifications.........................................................15-18





    -2-

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

    iGAMES ENTERTAINMENT, INC.

    BALANCE SHEET

    SEPTEMBER 30, 2002
    (Unaudited)

    ASSETS
    CURRENT ASSETS:


    Cash ......................................................... $ 600,892
    Accounts receivable .......................................... 12,999
    Inventory .................................................... 15,840
    Prepaid expenses and other current assets .................... 40,916
    -----------

    TOTAL CURRENT ASSETS ................................... 670,647

    FIXED ASSETS-net ................................................. 14,843
    INTANGIBLE ASSETS ................................................ 400,025
    DEPOSITS ......................................................... 7,513
    -----------

    TOTAL ASSETS ........................................... $ 1,093,028
    ===========





    LIABILITIES AND STOCKHOLDERS' EQUITY
    CURRENT LIABILITIES:


    Note payable-current ......................................... $ 250,000
    Deferred revenue ............................................. 42,611
    Accounts payable and accrued expenses ........................ 83,409
    -----------

    TOTAL CURRENT LIABILITIES ......................... 376,020
    -----------

    STOCKHOLDERS' EQUITY:
    Common stock; $.001 par value, 50,000,000 shares authorized
    10,485,000 shares issued and outstanding ............... 10,485
    Additional paid-in capital ................................... 2,182,120
    Accumulated deficit .......................................... (1,475,597)
    -----------

    TOTAL STOCKHOLDERS' EQUITY ............................. 717,008
    -----------

    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ............. $ 1,093,028
    ===========

    See accompanying notes to financial statements





    -3-

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


    iGAMES ENTERTAINMENT, INC.

    STATEMENTS OF OPERATIONS


    For the
    Three Months Ended For the Six From May 9,
    September 30, Months Ended 2001 (Inception)
    --------------------------- September 30, to September 30,
    2002 2001 2002 2001
    ----------- ----------- ----------- -----------
    (Unaudited) (Unaudited) (Unaudited) (Unaudited)

    REVENUE ................................... $ 25,998 $ - $ 25,998 $ -

    COST OF GOODS SOLD ........................ 8,236 - 8,236
    ----------- ----------- ----------- -----------

    17,762 - 17,762 -
    ----------- ----------- ----------- -----------

    OPERATING EXPENSES:
    Salaries and benefits ................ 46,375 8,674 110,452 8,674
    Noncash compensation ................. 103,830 9,000 418,830 9,000
    Professional fees .................... 87,591 17,601 108,842 20,279
    Advertising .......................... 6,997 4,100 40,230 4,100
    Research and development ............. 33,184 32,500 64,868 44,000
    Travel and entertainment ............. 26,716 20,582 47,247 20,582
    Rent ................................. 22,346 8,964 36,604 9,564
    Other general and administrative ..... 64,332 28,042 116,629 28,176
    ----------- ----------- ----------- -----------
    391,371 129,463 943,702 144,375
    ----------- ----------- ----------- -----------

    LOSS FROM OPERATIONS ...................... (373,609) (129,463) (925,940) (144,375)

    OTHER INCOME (EXPENSE):
    Interest expense ..................... (12,500) - (12,500) -
    Interest income ...................... 463 - 523 -
    ----------- ----------- ----------- -----------
    (12,037) - (11,977) -
    ----------- ----------- ----------- -----------


    NET LOSS .................................. $ (385,646) $ (129,463) $ (937,917) $ (144,375)
    =========== =========== =========== ===========

    NET LOSS PER COMMON SHARE-BASIC AND DILUTED $ (0.04) $ (0.02) $ (0.10) $ (0.02)
    =========== =========== =========== ===========

    WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
    -BASIC AND DILUTED ................... 9,328,750 6,122,500 8,947,857 5,891,667
    =========== =========== =========== ===========

    See accompanying notes to financial statements

    -4-





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


    iGAMES ENTERTAINMENT, INC.

    STATEMENTS OF CASH FLOWS


    For the From May 9, 2001
    Six Months Ended (Inception) to
    September 30, 2002 September 30, 2001
    ------------------ ------------------
    (Unaudited) (Unaudited)

    CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss .......................................... $(937,917) $(144,375)
    Adjustments to reconcile net loss to net cash
    used in operations:
    Common stock issued for services ............ 418,830 -
    Depreciation ................................ 1,800 -

    Changes in assets (increase) decrease:
    Accounts receivable ............................ (12,999) -
    Inventory ...................................... (15,840) -
    Prepaid expenses ............................... (37,232) -
    Deposits ....................................... (1,813) -

    Changes in liabilities increase (decrease):
    Accounts payable and accrued expenses .......... 53,980 110
    Deferred revenue ............................... 42,611 -
    --------- ---------

    NET CASH FLOWS USED IN OPERATING ACTIVITIES .... (488,580) (144,265)
    --------- ---------

    CASH FLOWS FROM INVESTING ACTIVITIES:
    Purchase of software license ...................... - (300,020)
    --------- ---------

    NET CASH FLOWS USED IN INVESTING ACTIVITIES .... - (300,020)
    --------- ---------

    CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from advances from affiliates ............ - 10,000
    Proceeds from the sale of common stock and warrants 750,000 758,350
    Offering costs .................................... (97,500) -
    --------- ---------

    NET CASH FLOWS PROVIDED BY FINANCING ACTIVITIES 652,500 768,350
    --------- ---------

    NET INCREASE IN CASH ................................... 163,920 324,065

    CASH - beginning of period ............................. 436,972 -
    --------- ---------

    CASH - end of period ................................... $ 600,892 $ 324,065
    ========= =========

    Cash paid during year for:
    Interest .......................................... $ - $ -
    ========= =========
    Income Taxes ...................................... $ - $ -
    ========= =========

    See accompanying notes to financial statements

    -5-





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

    iGAMES ENTERTAINMENT, INC.
    NOTES TO FINANCIAL STATEMENTS
    September 30, 2002
    NOTE 1 - BASIS OF PRESENTATION

    iGames Entertainment, Inc.(the "Company" or "iGames") was originally incorporated in the State of Florida on May 9, 2001 under the name Alladin Software, Inc. On June 25, 2001, the Company changed its name to iGames Entertainment, Inc. On July 10, 2001, iGames Entertainment, Inc. was incorporated in Nevada, and iGames Entertainment, Inc., a Florida corporation, became a wholly-owned subsidiary. The acquisition was accounted for as a purchase between commonly controlled entities and the financial statements have been combined for all periods presented.

    On February 15, 2002, the Company purchased the world-wide patents, trademarks and rights thereto for a "slot anti-cheating device", known as the Protector, for gaming machines, which it markets to the slot machine gaming machine companies and their customers. In addition, the Company develops and licenses Internet and land-based gaming software, and provides related support, maintenance and management consulting services. The Company licenses the use of proprietary software products and trademarks to independent third parties located in jurisdictions where Internet gaming is either recognized as a legitimate business enterprise or not prohibited.

    During the quarter ended September 30, 2002, the Company recognized its first sales from its Protector product. Accordingly, management of the Company believes it is no longer in the development phase of its existence.

    The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). The accompanying financial statements for the interim periods are unaudited and reflect all adjustments (consisting only of normal recurring adjustments) which are, in the opinion of management, necessary for a fair presentation of the financial position and operating results for the periods presented. These financial statements should be read in conjunction with the financial statements and related footnotes for the period ended March 31, 2002 contained in the annual report on Form 10-KSB as filed with the Securities and Exchange Commission. The results of operations for the six months ended September 30, 2002 are not necessarily indicative of the results for the full fiscal year ending March 31, 2003.

    NOTE 3 - NOTES PAYABLE

    On March 1, 2002, the Company received two convertible promissory notes from an individual for $100,000 and $150,000, respectively. The notes bear interest at 10% per annum and are due on September 1, 2002. The notes are convertible, at the option of the lender, into 200,000 and 300,000 common shares at $0.50 per share. Additionally, upon conversion, warrants equal to the number of common shares issued will be granted. These warrants shall be exercisable at $1.00 per share and expire on December 31, 2005. In October 2002, the noteholder converted the $150,000 note into 300,000 shares of the Company's common stock. The remaining note of $100,000 continues to bear interest at 10% per annum and is due upon demand. As of September 30, 2002, the Company has accrued interest relating to these notes of $14,583.


    -6-

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

    iGAMES ENTERTAINMENT, INC.
    NOTES TO FINANCIAL STATEMENTS (Continued)
    September 30, 2002
    NOTE 4 - STOCKHOLDERS' EQUITY

    In April 2002, with the approval of the Board of Directors, the Company increased its authorized number of common stock issuable from 10,000,000, to 50,000,000 shares $.001 par value. Additionally, the Company is now authorized to issue 5,000,000 of preferred stock $.001 par value.

    During the quarter ended June 30, 2002, the Company issued 630,000 shares to employees and consultants for services rendered. Accordingly, the Company has recorded $315,000 ($0.50 per share) in compensation to reflect the issuance of these shares.

    On July 3, 2002, the Company issued 125,000 shares to a consultant for financial services over a one-year term. The Company has recorded $62,500 ($0.50 per share) as compensation expense.

    In September 2002, the Company sold 1,500,000 units consisting of one share of its common stock and one warrant to purchase a share of common stock (exercisable at $1.00) for $0.50 per unit. The Company received proceeds from this stock sale of $652,500, which is net of offering costs paid of $97,500.

    In August 2002, the Company issued 100,000 options to acquire shares of the Company's common stock to a consultant; such options are exercisable at $0.10 per share and expire threes years from the grant date. The Company recognized $41,330 in noncash compensation relating to the issuance of these options.

    In August 2002, the Company issued 25,000 options to acquire shares of the Company's common stock to an employee; such options are exercisable at $0.10 per share and expire three years from the date of the grant. The Company has valued these options at $10,333 or $0.41 per option. The Company's pro forma net loss as relating to the issuance of options to employees is $927,584 of September 30, 2002 or $0.11 per share.


    NOTE 5 - SUBSEQUENT EVENTS

    In October 2002, a note of $150,000 was converted into 300,000 shares of the Company's common stock (see Note 3).

    In October 2002, the Company issued 150,000 shares of its restricted common stock to a financial consultant for services rendered. Such shares will be valued at the fair market value on the date of the grant and charged to consulting expense.


    -7-

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

    ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS
    The following discussion of the results of operations, financial condition and liquidity should be read in conjunction with iGames Entertainment, Inc. financial statements and notes thereto for the period ended March 31, 2002 appearing in our most recent annual report on Form 10-KSB as filed with the Securities and Exchange Commission.

    This report on Form 10-QSB contains forward-looking statements that are subject to risks and uncertainties, which could cause actual results to differ materially from those discussed in the forward-looking statements and from historical results of operations. Among the risks and uncertainties which could cause such a difference are those relating to our dependence upon certain key personnel, our ability to manage our growth, our success in implementing the business strategy, our success in arranging financing where required, and the risk of economic and market factors affecting our customers. Many of such risks are beyond the control of the Company and its management.

    Overview

    During the quarter ended September 30, 2002, we realized revenues from the sale of our "slot machine anti-cheating device" known as the Protector device. Accordingly, we believe that we are no longer in the development stage. In addition to the sale of our Protector device, we intend to license internet and land-based casino gaming software and provide related support, maintenance and management consulting services. We believe that we have the adequate funds to meet our financial needs and carry out our marketing plan and to realize our goal of releasing new software products and successfully market our existing software products on an international level.

    Critical Accounting Policies

    A summary of significant accounting policies is included in Note 2 to the audited financial statements included in our Annual Report on Form 10-K for the year ended March 31, 2002. We believe that the application of these policies on a consistent basis enables us to provide useful and reliable financial information about our operating results and financial condition.

    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 revenues and expenses during the reporting period. Actual results may differ from those estimates.

    Revenue from products licensed is recorded when the software has been delivered in accordance with AICPA Statement of Position 97-2 "Software Revenue Recognition". Revenue attributable to undelivered elements, including maintenance and technical support will be recognized with the initial licensing fee upon delivery of the software. Maintenance and customer support fees are to be included in the initial licensing fee since the license period is for one year or less, and the estimated costs of providing these services are insignificant. Estimated costs of providing these services are accrued when revenues are recognized.

    Revenues from the sale or lease of products are recognized as earned when the sale is completed, or over the lease term; as appropriate. Per user fees are fees charged to customers that access and use the Company's software products. Revenue is recognized when the software product is accessed.


    -8-

    --------------------------------------------------------------------------------
    ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS (Continued)
    Critical Accounting Policies (Continued)

    Revenues from major software customization or enhancements sold separately or included in multiple element arrangements will be recognized using the "percentage-of-completion-method" as prescribed by SOP 81-1 and ARB No. 45, recognizing revenue relative to the proportionate progress on such contracts as measured by the ratio of which costs incurred by the Company to date bear to total anticipated costs on each project.

    We account for intangible assets as follows: licensing and patent agreements are stated at cost. The recoverability of the license and patent agreements is revaluated each year based upon management's expectations relating to the life of the technology and current competitive market conditions. Based upon management's expectations they believe that no impairment of its license agreement and patent exists at September 30, 2002.

    We account for stock transactions in accordance with APB Opinion No. 25, "Accounting for Stock Issued to Employees." In accordance with Statement of Financial Accounting Standards No. 123 ("SFAS 123"), "Accounting for Stock-Based Compensation," we adopted the pro forma disclosure requirements of SFAS 123.

    RESULTS OF OPERATIONS

    For the six months ended September 30, 2002 we generated revenues of $25,998 as compared to $0 for comparable period ended in 2001. Cost of goods sold for the six months ended September 30, 2002 was $8,236 generating a gross profit of $17,762 (68%).

    Salaries and benefits for the six months ended September 30, 2002 were $110,452 as compared to $8,674 for the period ended September 30, 2001, an increase of $101,778. This increase was due to the hiring of personnel for sales and administration purposes during the six months ended September 30, 2002. During the period ended September 30, 2001. we had minimal staff.

    Non-cash compensation during six months ended September 30, 2002 was $418,830 and consisted of common stock issued to employees and consultants for services rendered. During the period from inception (May 9, 2001) to September 30, 2001, non-cash compensation was $9,000.

    Professional fees were $108,842 for the six months ended September 30, 2002 as compared to $20,279 for the period from inception (May 9, 2001) to September 30, 2001, an increase of $88,563 or 437%. This increase was due to an increase in our operating activities including the cost of the registration of our patents and our licensing agreements as well as the filing of our Form SB-2 and our other public filings.

    Advertising expense for the six months ended September 30, 2002 was $40,230 as compared to $4,100 for the period from May 9, 2001 (inception) through September 30, 2001. The increase in advertising expenses was due to the completion of the development phase of our business plan and the further execution of our marketing plan.


    -9-

    --------------------------------------------------------------------------------
    ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS (Continued)
    Research and development costs were $64,868 for the six months ended September 30, 2002 as compared to $44,000 for the period from May 9, 2001 (inception) through September 30, 2001 an increase of $20,868 or 47%. The increase is due to the completion of the development of our Protector product as well as the further development of our internet gaming based software products.

    Travel and entertainment was $47,247 for the six months ended September 30, 2002 as compared to $20,582 for the period from May 9, 2001 (inception) through September 30, 2001, an increase of $26,665 or 130%. The increase in travel and entertainment is directly attributable to the execution of our marketing plan to include the approval of our Protector product by the Nevada Gaming Commission.

    Rent for the six months ended September 30, 2002 was $36,604 as compared to $9,564 for the period from May 9, 2001 (inception) through September 30, 2001. The increase was due to our renting of facilities for the entire six month period in 2002, which was not the case in the 2001 period.

    Other general and administrative costs for the six months ended September 30, 2002 were $116,629 as compared to $28,176 for the period from May 9, 2001 (inception) through September 30, 2001, an increase of $88,453 or 314%. The increase was due to further execution of our business plan. These costs consist of primarily insurance, office supplies and equipment, royalty fees and printing.

    We incurred interest expense of $12,500 for the nine months ended September 30, 2002 relating to our outstanding notes payable of $250,000. Additionally, we recorded $523 in interest income relating to our cash balances during the current fiscal year.

    We reported a net loss for the six months ended September 30, 2002 of $937,917 compared to a net loss for the period from May 9, 2001 (inception) through September 30, 2001 of $144,374.

    This translates to an overall per-share loss of $.10 for the six months ended September 30, 2002 compared to a per share loss of $.02 for the period from May 9, 2001 (inception) through September 30, 2001.

    LIQUIDITY AND CAPITAL RESOURCES

    Our available cash balance at September 30, 2002 was approximately $601,000; and is approximately $582,000 at October 15, 2002. From inception through September 30, 2002, we raised an aggregate of approximately $1.84 million in capital through the sale of shares pursuant to a private placement made in accordance with Rule 506 under the Securities Act of 1933. In addition, we sold for $250,000 to a single investor, two 10% convertible promissory notes due September 1, 2002; pursuant to the exemption afforded by Section 4 (2) of the Securities Act of 1933. We believe that the investor plans to convert such notes to common stock and common stock purchase warrants.

    During the six months ended September 30, 2002, the Company used net cash of approximately $489,000 from operations. This consisted of a net loss of approximately $938,000 and increases in our operating assets of $68,000 offset by non-cash compensation from the issuance of common stock for services of $418,830, depreciation expense of $1,800 and increases in our liabilities consisting of accounts payable and accrued expenses and deferred revenues of approximately $97,000.


    -10-

    --------------------------------------------------------------------------------
    ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS (Continued)
    LIQUIDITY AND CAPITAL RESOURCES (Continued)

    Additionally, the Company had net cash flows from financing activities of $652,500. This consisted of $750,000 in gross proceeds from a sale of units of our common stock and stock purchase warrants offset by offering costs of $97,500.

    Additionally, during the six months ended September 30, 2002, the Company entered into its first contract to sell and support its slot machine anti-cheating device to a major cruise line, and has entered into negotiations with several other companies. There are presently no plans to purchase a new facility or significant new equipment. . We believe that we have the adequate funds to meet our financial needs and carry out our current marketing plans.

    RECENT ACCOUNTING PRONOUNCEMENTS

    In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections as of April 2002." This standard rescinds SFAS No. 4, "Reporting Gains and Losses from Extinguishment of Debt," and an amendment of that Statement, SFAS No. 64, "Extinguishments of Debt Made to Satisfy Sinking-Fund Requirements" and excludes extraordinary item treatment for gains and losses associated with the extinguishment of debt that do not meet the APB Opinion No. 30, "Reporting the Results of Operations -- Reporting the Effects of Disposal of a Segment of a Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions" ("APB 30") criteria. Any gain or loss on extinguishment of debt that was classified as an extraordinary item in prior periods presented that does not meet the criteria in APB 30 for classification as an extraordinary item shall be reclassified. SFAS No. 145 also amends SFAS No. 13, "Accounting for Leases," as well as other existing authoritative pronouncements to make various technical corrections, clarify meanings, or describe their applicability under changed conditions. The Company is required to adopt SFAS No. 145 effective January 1, 2003 and does not expect that it will have a material impact on its financial condition or results of operations.

    In June 2002, the FASB issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal Activities." This standard addresses financial accounting and reporting for costs associated with exit or disposal activities and replaces Emerging Issues Task Force Issue No. 94-3, "Liability Recognition for Certain Employee Termination Benefits and Other Costs to Exit an Activity (including Certain Costs Incurred in a Restructuring)" ("EITF 94-3"). SFAS No. 146 requires that a liability for costs associated with an exit or disposal activity be recognized when the liability is incurred. Under EITF 94-3, a liability for exit costs, as defined in EITF 94-3, was recognized at the date of an entity's commitment to an exit plan. The provisions of SFAS No. 146 are effective for exit or disposal activities that are initiated by the Company after December 31, 2002.

    ITEM 4 - CONTROLS AND PROCEDURES

    As required by Rule 13a-15 under the Exchange Act, within the 90 days prior to the filing date of this report, the Company carried out an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures. This evaluation was carried out under the supervision and with


    -11-

    --------------------------------------------------------------------------------
    the participation of the Company's management, including the Company's Chairman, Chief Executive Officer and President and the Company's Principal Accounting Officer. Based upon that evaluation, the Company's Chairman, Chief Executive Officer and President and the Company's Principal Accounting Officer concluded that the Company's disclosure controls and procedures are effective. There have been no significant changes in the Company's internal controls or in other factors, which could significantly affect internal controls subsequent to the date the Company carried out its evaluation.
    Disclosure controls and procedures are designed to ensure that information required to be disclosed in Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in Company reports filed under the Exchange Act is accumulated and communicated to management, including the Company's Chairman, Chief Executive Officer and President and the Company's Principal Accounting Officer as appropriate, to allow timely decisions regarding required disclosure.


    PART II - OTHER INFORMATION

    Item 1 - Legal Proceedings

    None.


    Item 2 - Changes in Securities and Use of Proceeds

    On July 3, 2002, we issued 125,000 shares to a consultant for financial services over a one-year term.

    In September 2002, we sold 1,500,000 units consisting of one share of its common stock and one warrant to purchase a share of common stock (exercisable at $1.00) for $0.50 per unit. We received gross proceeds from this sale of $750,000. We paid $97,500 in offering costs associated with the sale of common stock. .

    In August 2002, the Company issued 100,000 options to acquire shares of the Company's common stock to a consultant; such options are exercisable at $0.10 per share and expire threes years from the grant date.

    In August 2002, the Company issued 25,000 options to acquire shares of the Company's common stock to an employee; such options are exercisable at $0.10 per share and expire three years from the date of the grant.


    Item 3 - Defaults Upon Senior Securities

    None.


    Item 4 - Submissions of Matters to a Vote of Security Holders

    None.


    Item 5 - Other Events

    None.


    -12-

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

    Item 6 - Exhibits and Reports on Form 8-K
    (a) Exhibits required by item 601 of Regulation S-B

    99.1 Certification by Chief Executive Officer 99.2 Certification by Chief Financial Officer

    (b) Reports on Form 8-K

    None


    -13-

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

    SIGNATURES
    In accordance with the requirements of the Exchange Act, the registrant has caused this report to be signed on its behalf by the undersigned, thereto duly authorized.


    iGAMES ENTERTAINMENT, INC.


    Date: November 12, 2002 By: /s/ Jeremy Stein
    ----------------
    Jeremy Stein, Chief Executive Officer
    President and Director


    Date: November 12, 2002 By: /s/ Adam C. Wasserman
    ---------------------
    Chief Financial Officer






    -14-

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

    CERTIFICATION

    PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT OF 2002
    I, Jeremy Stein, certify that:

    1. I have reviewed this quarterly report on Form 10-QSB of iGAMES ENTERTAINMENT, INC.:

    2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

    3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.

    4. The registrant's other certifying officer and I (herein the "Certifying Officers") are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

    a) designed such internal controls to ensure that material information relating to the registrant, including its consolidated subsidiaries, (collectively the company) is made known to the Certifying Officers by others within the Company, particularly during the period in which this quarterly report is being prepared;

    b) evaluated the effectiveness of the registrant's internal controls as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

    c) presented in this quarterly report the conclusions of the Certifying Officers about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

    5. The registrant's Certifying Officers have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors:

    a) all significant deficiencies (if any) in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls, and

    b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and


    -15-

    --------------------------------------------------------------------------------
    6. The registrant's Certifying Officers have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.


    Date: November 12, 2002 By: /s/ Jeremy Stein
    Jeremy Stein,
    Chief Executive Officer,
    President and Director






    -16-

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

    CERTIFICATION

    PURSUANT TO SECTION 302 OF THE SARBANES OXLEY ACT OF 2002
    I, Adam C. Wasserman, certify that:

    1. I have reviewed this quarterly report on Form 10-QSB of iGAMES ENTERTAINMENT, INC.:

    2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

    3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report.

    4. The registrant's other certifying officer and I (herein the "Certifying Officers") are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

    a) designed such internal controls to ensure that material information relating to the registrant, including its consolidated subsidiaries, (collectively the company) is made known to the Certifying Officers by others within the Company, particularly during the period in which this quarterly report is being prepared;

    b) evaluated the effectiveness of the registrant's internal controls as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

    c) presented in this quarterly report the conclusions of the Certifying Officers about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

    5. The registrant's Certifying Officers have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors:

    a) all significant deficiencies (if any) in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls, and

    b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and


    -17-

    --------------------------------------------------------------------------------
    6. The registrant's Certifying Officers have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.


    Date: November 12, 2002 By: /s/ Adam C. Wasserman
    Adam C. Wasserman,
    Chief Financial Officer






    -18-




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    Exhibit 99.1

    CERTIFICATION PURSUANT TO
    18 U.S.C. SECTION 1350,
    AS ADOPTED PURSUANT TO
    SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
    In connection with the Quarterly Report of iGames Entertainment, Inc. (the "Company") on Form 10-QSB for the period ending September 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Jeremy Stein, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

    (1) The Report fully complies with the requirements of section 13(a) or
    15(d) of the Securities Exchange Act of 1934; and

    (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.



    /s/ Jeremy Stein

    Jeremy Stein
    Chief Executive Officer





    November 12, 2002





    --------------------------------------------------------------------------------
    Exhibit 99.2

    CERTIFICATION PURSUANT TO
    18 U.S.C. SECTION 1350,
    AS ADOPTED PURSUANT TO
    SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
    In connection with the Quarterly Report of iGames Entertainment, Inc. (the "Company") on Form 10-QSB for the period ending September 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Adam C. Wasserman, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. ss. 1350, as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

    (1) The Report fully complies with the requirements of section 13(a) or
    15(d) of the Securities Exchange Act of 1934; and

    (2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.



    /s/ Adam C. Wasserman

    Adam C. Wasserman
    Chief Financial Officer





    November 12, 2002
     

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