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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001127855-02-000161.txt : 20020415
<SEC-HEADER>0001127855-02-000161.hdr.sgml : 20020415
ACCESSION NUMBER:		0001127855-02-000161
CONFORMED SUBMISSION TYPE:	20-F/A
PUBLIC DOCUMENT COUNT:		12
CONFORMED PERIOD OF REPORT:	20020214
FILED AS OF DATE:		20020401

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			NET FORCE SYSTEMS INC
		CENTRAL INDEX KEY:			0001084201
		FISCAL YEAR END:			1031

	FILING VALUES:
		FORM TYPE:		20-F/A
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-29031
		FILM NUMBER:		02596045

	BUSINESS ADDRESS:	
		STREET 1:		P O BOX W-645 3RD FLOOR BLDG
		STREET 2:		NEVIS STREET
		CITY:			ST JOHNS ANTIGUA WES
		STATE:			B9
		ZIP:			00000
		BUSINESS PHONE:		2684811970

	MAIL ADDRESS:	
		STREET 1:		P O BOX W-645 3RD FLOOR DOLLOR BLDG
		STREET 2:		NEVIS STREET
		CITY:			ST JOHNS ANTIGUA
</SEC-HEADER>
<DOCUMENT>
<TYPE>20-F/A
<SEQUENCE>1
<FILENAME>net20fa.txt
<DESCRIPTION>NET FORCE 20-F/A, AMENDMENT 2
<TEXT>




                           FORM 20-F/A (amendment #1)

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 20-F/A

(Mark One)

[X]  REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES
EXCHANGE ACT OF 1934

[ ]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

[ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934

                             NET-FORCE SYSTEMS INC.
                             ----------------------
                       (Name of Registrant in its charter)

                               ANTIGUA and BARBUDA
                               -------------------
         (State or other jurisdiction of incorporation or organization)

                        Suite #10-Epicurean, Woods Centre
                                 ---------------
                                Friars Hill Road
                              ---------------------
                               St. John's, Antigua
                                  ------------
                                   West Indies
                              ---------------------
              (Address of principal executive offices and zip code)

                                 (268) 481-1970
                                 --------------
                           (Issuer's telephone number)

                    Securities to be registered under Section
                               12(b) of the Act:
                                      NONE
                                      ----
                     Securities to be registered pursuant to
                           Section 12(g) of the Act:

                                  COMMON STOCK
                                  ------------
                     Title of each class to be so registered

Indicate by check mark whether the registrant (1) has filed all the reports
required to be filed by Section 13 or 15(d) of The Securities Exchange Act of
1934 during the preceding 12 months (or 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

Indicate by check mark which financial statements item the registrant has
elected to follow:

ITEM 17 [X]     ITEM 18 [ ]

<PAGE>


                             NET-FORCE SYTEMS, INC.




                                Table of Contents


FORWARD LOOKING STATEMENTS...................................................1

PART I.......................................................................1

   ITEM 1.  DESCRIPTION OF BUSINESS..........................................1
     I.       BUSINESS DEVELOPMENT...........................................1
        A.       NET-FORCE SYSTEMS INC.......................................1
        B.       NET-FORCE SYSTEMS INC. CORPORATE HISTORY....................2
     II.      BUSINESS OF THE ISSUER.........................................2
     III.     BUSINESS AND MARKETING STRATEGIES..............................4
     IV.      INDUSTRY OVERVIEW..............................................8
        A.       Global Gaming Industry......................................8
        B.       Internet Entertainment Industry............................10
     V.       COMPETITION...................................................12
     VI.      RISKS.........................................................12
        A.       RISKS RELATED TO THE BUSINESS..............................12
        B.       RISKS RELATED TO THE INDUSTRY..............................15
        C.       RISKS RELATED TO SECURITIES MARKETS........................16
     VII.     REGULATORY BACKGROUND.........................................17
     VIII.    DISCLOSURE....................................................21
   ITEM 2.    DESCRIPTION OF PROPERTY.......................................21
   ITEM 3.    INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS......................22
   ITEM 4.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
              AND MANAGEMENT................................................23
   ITEM 6.    EXCHANGE CONTROLS AND OTHER LIMITATIONS
              AFFECTING SECURITY HOLDERS....................................24
   ITEM 7.    TAXATION......................................................24
   ITEM 8.    SELECTED FINANCIAL DATA.......................................25

SELECTED FINANCIAL DATA.....................................................25

   ITEM 9.    MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND PLAN OF OPERATION...............................26
     I.       PLAN OF OPERATIONS............................................26
        A.       Revenues and Financing.....................................26
        B.       Operations for the Next Twelve Months......................28
        C.       Balance Sheet Data.........................................29
        D.       Liquidity and Capital Resources............................29
        E.       Material Commitments for Capital Expenditures..............29
        F.       Material Commitments for Resources.........................30
        G.       Impact of Inflation........................................30
        H.       Year 2000 Risks and Compliance.............................30
   ITEM 9A.   QUANTITATIVE AND QUALITATIVE DISCLOSURE
              ABOUT MARKET RISK.............................................30
     I.       QUANTITATIVE INFORMATION ABOUT MARKET RISK....................30
     II.      QUALITATIVE INFORMATION ABOUT MARKET RISK.....................30
   ITEM 10.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
              AND CONTROL PERSONS...........................................31
     I.       DIRECTORS AND EXECUTIVE OFFICERS..............................31
   ITEM 11.   COMPENSATION OF DIRECTORS AND OFFICERS........................33
   ITEM 12.   OPTIONS OT PURCHASE SECURITIES FROM REGISTRANT
              OR SUBSIDIARIES...............................................34
   ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS................34

PART II.....................................................................34

   ITEM 14.   DESCRIPTION OF SECURITIES TO BE REGISTERED....................34

PART III....................................................................35

   ITEM 17.   FINANCIAL STATEMENTS..........................................35
   ITEM 18.   FINANCIAL STATEMENTS..........................................36

Registration Statement                                                 Page i
<PAGE>


                             NET-FORCE SYTEMS, INC.


   NET FORCE SYSTEMS INC. UNAUDITED QUARTERLY STATEMENTS JANUARY 31, 2002...36
   NET FORCE SYSTEMS INC. UNAUDITED QUARTERLY STATEMENTS OCTOBER 31, 2001...46
   NET FORCE SYSTEMS INC. AUDITED FINANCIAL STATEMENTS, APRIL 30, 2001......59
   NET FORCE SYSTEMS INC. AUDITED FINANCIAL STATEMENTS, APRIL 30, 2000......80

PART IV.  INDEX TO EXHIBITS.................................................96

SIGNATURES..................................................................96

        EXHIBIT 3.1  Articles of Incorporation of Net-Force
                     Systems Inc............................................97
        EXHIBIT 3.2  Bylaws of Net-Force Systems Inc.......................100
        EXHIBIT 3.3  Articles of Incorporation - Net-Force
                     Entertainment Inc.....................................107
        EXHIBIT 3.4  Bylaws of Net-Force Entertainment Inc.................110
        EXHIBIT 10.1 Starnet Systems Inc. (formerly Softec
                     Systems Caribbean Inc), Amendment to
                     Software License Agreement............................117
        EXHIBIT 10.2 Government of Antigua and Barbuda
                     Gaming License........................................134
        EXHIBIT 10.3 Sales and Marketing License Agreement.................137
        EXHIBIT 10.4 Antigua Online Gaming Wagering and Gaming
                     Reseller Agreement....................................148







































Registration Statement                                                 Page ii
<PAGE>


                             NET-FORCE SYTEMS, INC.


FORWARD LOOKING STATEMENTS

Net-Force Systems Inc. (the "Company" or "Net-Force") cautions readers that
certain important factors (including without limitation those set forth in this
Form 20-F) may affect the Company's actual results and could cause such results
to differ materially from any forward-looking statements that may be deemed to
have been made in this Form 20-F registration statement, or that are otherwise
made by or on behalf of the Company. For this purpose, any statements contained
in the registration statement that are not statements of historical fact may be
deemed to be forward-looking statements. Without limiting the generality of the
foregoing, words such as "may", "expect", believe", "anticipate", "intend",
"could", "estimate" or "continue" or the negative or other variations of
comparable terminology, are intended to identify forward-looking statements.


PART I

ITEM 1. DESCRIPTION OF BUSINESS

I.   BUSINESS DEVELOPMENT
     --------------------

A.   NET-FORCE SYSTEMS INC.
     ----------------------
Net-Force Systems Inc. was incorporated in March 1999 under the laws of Antigua
and Barbuda as Net-Force Systems Inc. Our corporate website can be viewed on the
World Wide Web at www.netforcesystems.com. We currently sub-license online
                  -----------------------
gaming software and provide marketing and support services for Internet gaming
website operators, through our wholly owned subsidiary, Netforce Entertainment
Inc. Netforce Entertainment licenses Internet gaming software that offers a
variety of casino-style gaming options as well as an on-line sports wagering
service, utilizing the rapidly expanding medium known as the Internet. Netforce
Entertainment Inc. acts as the operating company for all business activities
relating to the online gaming operations.


Netforce Entertainment Inc. has entered into a non-exclusive software agreement
to license proprietary Internet casino software and systems from World Gaming
Plc., a publicly traded corporation domiciled in the United Kingdom and formerly
know as Starnet Systems, Inc. Included in this software agreement is a contract
between Netforce Entertainment Inc. and EFS Caribbean Inc., a secure online
financial transaction processor, to collect and process revenues generated from
our Internet gaming websites. The agreement with EFS Caribbean Inc. includes the
payment processing fees, terms, and conditions (see Exhibit 10.1). Any reference
to the term `master agreement' or `master license' should be defined as having a
direct software license agreement with a software provider (World Gaming). A
sub-license agreement is defined as being an agreement whereby Netforce
Entertainment Inc. acts as licensor of a software provider's (World Gaming)
software to a third-party operator in exchange for an up-front fee plus a
negotiated a revenue sharing agreement. Typically, there are web-site design and
development costs incurred for initial set up and custom-designing a prospective
sub-licensee's casino web-site. The commission paid to a sub-licensee starts at
50% of net revenue and moves up incrementally as volume increases. There are
currently no sub-licence agreements in place at this time. A marketing agreement
(also known as "Partners" or "Affiliates" or "Resellers") is defined as an
agreement between Netforce Entertainment Inc. and either a webmaster with an
Internet site that has established customer traffic of their own or another
casino site linked to our primary casino site as a partner. There is no up-front
fee charge for a partner. A monthly commission starting at 25% of the net
revenues is paid to these as compensation for sending playing customers to our
sites. Special online tracking software provided by World Gaming accounts for an
affiliate's customer activity and calculates net revenue upon which the
commission is based. We currently have approximately 200 registered partners
with marketing agreements in place. Agreements are consummated online by
accepting the `terms and conditions' prior to completing the online registration
form. We oversee a number of Internet gaming websites under marketing agreements
and we have implemented a substantial marketing program with initial advice from
World Gaming. Headquartered in Antigua, EFS Caribbean, Inc. is a wholly owned
offshore subsidiary of World Gaming Plc. We intend to engage in additional
software agreements with other online gaming software providers with the
objective of offering a wide variety of online gaming and wagering products and
services thus reducing our reliance on any single technology provider and/or
software platform.


The Company, including our subsidiaries, employs 6 full time persons on a
contract as-needed basis. The individuals are either involved in developing and
implementing a marketing strategy for us or are providing website maintenance
and development and customer support.


Registration Statement                                                 Page 1
<PAGE>


                             NET-FORCE SYTEMS, INC.


B.   NET-FORCE SYSTEMS INC. CORPORATE HISTORY
     ----------------------------------------
In March 1999, we filed our Articles of Incorporation with the Director of
International Business Corporations, Government of Antigua and Barbuda as
Net-Force Systems Inc., in which, among other things, the Board of Directors was
elected as follows: Terry G. Bowering and Douglas N. Bolen. The authorized
capital of the Company consists of 100,000,000 Common Shares and 50,000,000
Preferred Shares. On March 15, 1999, the Directors, by way of Organizational
Consent of the Directors of the Company, accepted the stock subscriptions and
payment for the number of shares issued to the individuals referred to above at
a price of $0.001 per share. In addition, the Directors appointed Terry G.
Bowering to the office of President, CEO and Chairman of the Board, and Douglas
N. Bolen to the office of Secretary. On December 20, 1999, Mr. Dwight Lewis was
appointed to the Board of Directors.

On March 15, 1999, we accepted subscription agreements from six entities to
acquire securities of the Company pursuant to a Rule 504 offering under
Regulation D. The Board authorized the Company to proceed with the sale of its
shares pursuant to the subscriptions received for the sale of 3,000,000 Common
Shares at a price of $0.01 per Common Share. Pacific Stock Transfer Company was
appointed as the Transfer Agent of the Common Shares of the Company.

On July 15, 1999, we signed a software licensing agreement with Softec Systems
Caribbean Inc., now known as World Gaming Plc., to launch and market a turnkey
Internet Gaming website. On July 15, 1999, we issued a promissory note to
Mountain High Management Inc. to borrow $495,000 at an interest rate of 15%.
August 5, 1999 marked the date of incorporation of Netforce Entertainment Inc.,
wholly owned subsidiary of Net-Force Systems Inc., under the laws of Antigua and
Barbuda. Netforce Entertainment Inc. acts as the operating subsidiary for the
Internet Gaming web site operations.

The Internet Gaming website www.aogaming.com was initially launched on April 7,
                            ----------------
2000.

On June 1, 2000, the Board of Directors resolved to authorize the redemption of
the common stock, which was issued pursuant to Rule 504 on or about March 15,
1999 and the same was effected shortly thereafter. On the same date, pursuant to
Regulation S, the Board authorized the issuance of 2,500,000 Units comprised of
one (1) $0.001 par value common stock and one (1) warrant that allows the holder
to purchase one (1) share of the Company's $0.001 par value common stock at an
exercise price of $2.00 per share, to be exercised no later than December 31,
2002 after which the warrants would become null and void. Each Unit was offered
at the price of $0.10. This offering was sold out on or about June 30, 2000.

On October 26, 2000, Douglas Bolen resigned as Director and secretary of the
Company. On August 15, 2001, Mr. Trevor Bowering was appointed to the Board of
Directors. On September 10, 2001, Mr. Derek Ferguson was appointed to the Board
of Directors.

On September 15, 2001, all long-term debt and promissory notes including related
party shareholder loan from Geneva Overseas Holdings Ltd. were converted to
equity for a total of 8,705,993 shares issued at $0.10 per share. (See Financial
Statements, Note 5 - Material Events.)

On November 15, 2001, pursuant to a Rule 506 Offering, the Board authorized the
Company to proceed with the sale of its shares pursuant to subscriptions
received at a price of $0.10 per Common share. The Company accepted subscription
agreements from U.S. residents from states including California, Arizona, and
Florida. On January 29, 2002, the offering was closed and the Board resolved to
authorize the issuance of 160,000 Common shares at $0.10 per share.


II.  BUSINESS OF THE ISSUER
     ----------------------
Netforce Entertainment Inc. was incorporated on August 5, 1999 pursuant to the
International Business Corporations Act of Antigua and Barbuda and is based in
Antigua. Netforce Entertainment is a wholly owned subsidiary of the Company and
acts as the operating entity for our online gaming operations.


Netforce Entertainment Inc. currently maintains an international gaming website
called Antigua Online Gaming located on the World Wide Web at www.aogaming.com.
                                                              ----------------
Netforce Entertainment Inc. has entered into agreements with software vendors,
including, World Gaming, Plc. for the rights to use its proprietary Internet
gaming software, and with Electronic Financial Services Caribbean, Inc. for the
use of its electronic financial conversion system in relation to the processing
of credit cards. Electronic Financial Service Caribbean, Inc. is a wholly owned
subsidiary of World Gaming, Plc. (see Exhibit 10.1). For specific terms and fees
for payment processing under Electronic Financial Services Caribbean Inc., see
Exhibit 10.1

Registration Statement                                                 Page 2
<PAGE>


                             NET-FORCE SYTEMS, INC.




World Gaming, Plc., a United Kingdom, publicly-traded corporation with operating
subsidiaries in Antigua is in the business of licensing complete, customized
Internet gaming systems to third-party offshore gaming license holders. World
Gaming currently supports in excess of 20 such licensees operating worldwide and
has endorsed Net-Force Entertainment as a master licensee. World Gaming provides
customized software, website development and management on its network, custom
database systems to manage player accounts, and technical support. Netforce
Entertainment Inc., has entered into a software licensing agreement with World
Gaming (See Exhibit 10.1) whereby World Gaming licenses certain Internet casino
software to Netforce Entertainment Inc. and has developed the graphical front
end of the gaming site in exchange for a one-time payment and an on-going
percentage of the gross revenues from our website. (See Exhibit 10.1).


World Gaming hosts our offshore subsidiary's websites. World Gaming also
provides and maintains all hardware necessary for the operation of the websites
and provides a complete transaction processing system that allows players to
deposit funds for use of the games. The hardware is maintained in World Gaming's
offices and co-location facilities located in Antigua.

To ensure the security of funds transfers over the Internet, Netforce
Entertainment, Inc. utilizes the services of Electronic Financial Services
Caribbean, Inc. Electronic Financial Services Caribbean, Inc., also an Antigua
corporation and wholly owned subsidiary of World Gaming, is in the business of
securely converting electronic funds between financial institutions and other
companies. Through alignments with major banks, Electronic Financial Service
Caribbean processes conversions of worldwide currencies into "e-cash."
Electronic Financial Service Caribbean utilizes World Gaming's proprietary
STAR-MX encoding and processing technology to process tens of thousands of
Internet credit card transactions per month.

The World Gaming software license agreement allows us to pursue our objective of
establishing ourselves as one of the leading providers of Internet gaming and
sports wagering services. Through our subsidiary, Netforce Entertainment, Inc.
we currently offer via the Internet up to 25 casino-style gaming opportunities,
including baccarat, Japanese Pachinko, Chinese Pai Gow Poker, Blackjack and
Video Poker as well as a variety of live betting lines on all of the world's
major sporting events. The initial term of the master license is one year,
renewable indefinitely unless we give the licensor written notice of termination
of the license at least 45 days prior to the end of any one-year period.

On August 5, 1999, Netforce Entertainment Inc. was approved for and received an
official gaming license from the Antigua and Barbuda Free Trade and Processing
Zone enabling us to legally conduct Virtual Casino and Sports Wagering
operations. Antigua is a jurisdiction that has clearly defined Internet Gaming
legislation in place that licenses and regulates Internet Gaming Operators.
Antigua charges license holders an annual license fee to maintain the gaming
license in good standing.

The International Press recognizes Antigua and Barbuda as the leader in the
regulation of the Internet Gaming industry. At a time when the issue of
regulation is being focused upon by the US media, a reputation of this kind is
of great importance to the Company and most especially to the Internet gambler.

Antigua and Barbuda is an independent country that has deemed Internet Gaming to
be a legitimate and legal business activity protected and supported under
enacted legislation on that Caribbean island nation. Of vital importance, Cable
and Wireless (West Indies) Telecommunications Company has established Antigua as
a primary hub to facilitate the Internet Gaming industry for its regional
network of submarine fiber-optic cables laid across the Atlantic and Caribbean
enabling Antigua to offer diversified high quality Internet connections into
North America.

Net-Force Entertainment Inc. is fully licensed and regulated by the Antigua and
Barbuda Free Trade & Processing Zone under clearly defined legislation in that
sovereign nation. Netforce Entertainment Inc. has the added distinction of
having acquired the "preferential seal of approval" status from the Antigua and
Barbuda Free Trade and Processing Zone. We display this seal on the Gaming
websites with an associated link to the Antigua and Barbuda Free Trade &
Processing Zone website so that consumers (players) will be able to contact the
Antigua regulatory authorities with any concerns, complaints and/or inquiries.
This distinction further signifies that we have consented to and successfully
undergone intense scrutiny under the legislated due diligence requirements in
Antigua. This mechanism provides the consumer (player) recourse to register any
complaints with the Antigua regulatory body and instills credibility and
confidence in the operator and the industry as a whole in that particular
jurisdiction. Netforce Entertainment's primary casino and sportsbook gaming
website is appropriately named Antigua Online Gaming, capitalizing on the
recognized brand identity that Antigua has established as a result of becoming
the hub of the Internet Gaming Industry. The websites' URLs can be found on the
World Wide Web at www.aogaming.com, www.aocasino.com, and www.aosportsbook.com.
                  ----------------  ----------------      --------------------


Registration Statement                                                 Page 3
<PAGE>


                             NET-FORCE SYTEMS, INC.


Our policy for the gaming websites we oversee is to accept subscriptions only
from persons over the age of 18 years and believed to reside in jurisdictions
that are not explicitly known to expressly prohibit Internet gaming.

To date, our activities have included the market analysis, website development,
acquisition of a gaming license, obtaining the software license from World
Gaming and developing the general infrastructure necessary to fulfill our
business objectives. The development of our primary gaming website,
www.aogaming.com, was initially completed and launched on April 7, 2000.
- ----------------


Through the software license acquired from World Gaming, we offer up to 25
virtual casino games and live sportsbook wagering on most of the world's major
sporting events. We also intend to offer twenty-four hour live simulcast and/or
pari-mutuel betting on horse and dog racing tracks in North America and abroad
by the end of 2002. More specifically, pari-mutuel wagering involves a situation
whereby individuals' combined real money wagers combine to form a `pool'.
Individuals essentially wager against each other as opposed to the house. The
house assumes no risk as it simply takes a small percentage of the betting pool
as compensation for providing the service. The balance of the pooled wagers are
paid out to the winner(s) accordingly. Included with the software license is the
procurement of an initial Internet gaming license, concept development and
design of the Web based casino(s), all odds-making rules and regulations,
complete graphical user interface with sophisticated visual and sound effects to
create a total gaming experience, real time wagering, complete secure electronic
funds transfer, retention and analysis of all gaming data, including win/loss,
game preferences and monitoring of player activities, administration and
complete 24 hour per day, 7 days per week customer support services, ongoing
customization of the websites, the monitoring of all funds flow, the hosting of
server software, customization and server integration, the provision of credit
card processing and other banking services, discussion, liaison and co-operation
with testing agencies, regulatory boards, governing bodies and governments and
marketing consulting.



III. BUSINESS AND MARKETING STRATEGIES
     ----------------------------------


We intend to capitalize on the evolving opportunities on the Internet by
developing and marketing Internet casinos and sports wagering websites to small
and medium sized third-party operators at a reduced initial investment. To
capitalize on this lucrative opportunity, Netforce Entertainment Inc., a wholly
owned subsidiary of Netforce Systems Inc., and based in Antigua West Indies, was
established. Netforce Entertainment Inc.'s corporate mission is to deliver
efficient and entertaining online gaming services to a global market of end user
customers. Netforce Entertainment Inc. will provide online gaming software
licensing through third-party marketing agreements. Netforce Entertainment Inc.
will also provide marketing, support, and web-site design capabilities for
online gaming operators. Netforce Entertainment Inc. will utilize the Internet
to deliver these products in a cost-effective, efficient and profitable manner.
Netforce Entertainment Inc. aims to accomplish its objectives by applying the
following Business strategy:


     1.   Netforce Entertainment Inc. will only enter into primary master
          software license agreements with the world's premiere online gaming
          software systems providers.

     2.   To enhance the Company's reach on the Internet and to accelerate
          market penetration on the Internet, Netforce Entertainment Inc. will
          enter into agreements to market the gaming software technology to
          third party operators. Netforce Entertainment Inc. intends to
          establish a sales department solely responsible for marketing its
          turnkey Internet Casino and gaming systems packages to potential
          third-party sub-licensee operators. NE will target small to
          medium-sized operators and entrepreneurs and high-traffic web-site
          operators (`webmasters') that have experience in Internet commerce,
          hence increasing their odds of successfully adding to the company's
          customer base and income stream. This complete system will include a
          custom-designed themed graphic user interface and gaming Web-site,
          access to a legitimate Gaming License, transaction processing and
          accounting system, customer service support, marketing consultation,
          and offshore administrative services. In exchange for this package,
          Netforce Entertainment Inc. intends to receive an up-front fee and a
          percentage of ongoing revenues.

     3.   Accelerated growth through acquisition. The offshore online gaming
          industry is currently fragmented and made up of a number of
          predominantly smaller private companies offering a variety of gaming
          services to a growing global customer base. Expected future industry
          consolidation provides an opportunity for Netforce to execute a
          strategy of actively seeking acquisitions of these small to
          medium-size established Internet gaming websites and operations, and
          therefore continually adding to the company's database of active
          customers at an accelerated pace. Netforce Entertainment Inc. will
          seek to acquire operations that present an opportunity for value
          creation through enhanced marketing and operational initiatives and
          synergies. This will further enhance the value of the Company's
          portfolio of Internet properties.

Registration Statement                                                 Page 4
<PAGE>


                             NET-FORCE SYTEMS, INC.


     4.   Offer superior 24/7 customer support services to all of the playing
          customers that fall under the umbrella of Netforce Entertainment
          Inc.'s web site operations. This is essential to maintain and grow the
          customer database and to differentiate the Company's product offering
          in the market place. Customer service support for the websites is
          provided by World Gaming through Electronic Financial Services
          Caribbean Inc. as a condition of the software agreement. Customer
          support representatives deliver 24-hour customer and technical support
          to deal with casino games problems, deposit and payment inquiries,
          system downtime problems, and general questions. Netforce
          Entertainment Inc. provides secondary customer support via e-mail
          dealing with marketing, special promotions, and customer retention
          programs. Customers cannot place wagers over the telephone with either
          of the above customer service options.

Our business strategy is designed to promote the Net-Force brands and strive for
the industry leadership position by focusing on gaming, providing an innovative
and easy to use concept, acquiring players on an efficient basis, maximizing
player retention and expanding and leveraging our player base through multiple
marketing channels and third-party operators. We believe that this strategy
enables us to reduce reliance on any one source of players, maximize brand
awareness and lower average player acquisition costs. By combining expertise in
marketing, sophisticated computer software systems and a focus on excellent
customer service, we believe that we will be able to deliver an entertaining
online gaming experience for players. With our mandate of providing a gaming
experience with unmatched options and technology allowing for three-dimensional
displays and a wide gaming selection, Management believes players will be
provided with a product unparalleled in the marketplace. Management believes
that the Internet is a well-suited medium for the provision of entertainment
products and services, especially those related to user-friendly, innovative
casino-style games and sports wagering services.


We note that the auditor's opinion contains a going concern statement as of the
April 30, 2001 year-end audit (see Independent Auditor's Report, of the Audited
Financial Statements for April 30, 2001, also see note 5 to the financial
statements of the financial statements). Since April 30, 2001, we have taken and
will continue to take the necessary steps to ensure ongoing viability of the
business. Specifically, we have reduced the total debt burden on the balance
sheet. Long-term debt was reduced from $178,596 as at April 30, 2001 to $2,500
as at October 31, 2001. For the same period, current assets have increased from
$73,995 to $138,342 while at the same time current liabilities have decreased
from $773,554 to $138,018. These significant changes in the balance sheet
substantially reduce the financial risk for our company. In addition to reducing
the debt burden, management has focused on growing the database of customers to
enhance revenue growth as well as tightening controls on expenses. Revenues for
the six-month period ended October 31, 2001 have increased by 175%, as compared
to the same period in the previous year while general and administrative
expenses for the same period have decreased by 66%, as compared to the same
period in the previous year. To fuel further growth, we also plan to raise
additional capital through a private placement equity issuance near the end of
the current fiscal year 2002 or by the first quarter of fiscal period 2003.
However, there can be no assurance of this.



The Company's Services and Products
- -----------------------------------


We have established websites, located on the Internet at www.aogaming.com,
                                                         ----------------
www.aocasino.com and www.aosportsbook.com, that offer a comprehensive
- ----------------     --------------------
interactive gaming service including a virtual casino and live online sportsbook
wagering service. A pari-mutuel wagering service for horse and dog racing is in
the planning stages and is anticipated to be added to the product line in late
2002. The websites are accessible to the general public, however only
established customers or players are permitted to play the gaming opportunities
offered for money. Established customers are defined as being customers who;
have agreed to the online terms and conditions by affirming and submitting, have
completed an online application (i.e. the "join" form) providing complete
identitiy and address information, and have submitted via fax a photocopy copy
of his/her credit card, signature, and identification to the customer service
department of Electronic Financial Services Caribbean Inc. This procedure both
verifies the identity of the customer and reduces risk of credit card fraud.
Customers who wish to try the games for fun are not required to go through this
procedure and are therefore not considered established customers.


Our websites are accessible by a minimum hardware configuration consisting of a
486 personal computer with Windows 95 or greater, with 16 Mega Bites RAM, 20
Mega Bites free hard disk space, a 14,400 modem and a direct PPP Internet
connection. All games are provided in a Windows-based, menu driven format with
"point and click" interactivity. Players who wish to conduct gaming operations
at the websites are able to subscribe over the Internet by completing an
application appearing on the websites. Part of the application process requires
that the subscriber open an account and make a minimum deposit with the company
of $20.

Registration Statement                                                 Page 5
<PAGE>


                             NET-FORCE SYTEMS, INC.



Our websites are designed to invite the players to sign up and apply for a
casino and sports book wagering membership. After a player's membership
application is received and reviewed by us, it is either accepted or rejected
based on criterion including, but not limited to, age and geographic location of
the player. Upon accessing our Websites, every new customer must review and
accept our online terms and conditions agreement which states that only players
over the age of 18 will be accepted and proof of age and identification will be
required. Our policy is to accept subscriptions only from players over the age
of 18 years and believed to reside in jurisdictions that are not known to
expressly prohibit Internet gaming. To monitor this policy, the online financial
transaction processor for our Websites, Electronic Financial Services Caribbean
Inc., utilizes a staff of customer service personnel who are available 24 hours
per day, 7 days per week, to administer a policy of requiring personal
identification documents (via fax or e-mail scanned copy) from each new customer
who deposits funds using a credit card. This typically includes a faxed
photocopy of front and back of the credit card used for the account along with a
copy of the signature, and a photocopy of both a driver's license and/or a
utility bill, as proof of both identity and address. The customer service
individual is also able to identify the customer's card-issuing bank to confirm
or verify any customer credit card information. Upon acceptance, the approved
player is allowed to download the gaming software over the Internet for
installation on their personal computer. We then provide the player with a
username and password through which the player is able to access the computer
servers on which the software is hosted, over the Internet through their
Internet service provider. This policy has proved to be adequate in identifying
and verifying a prospective customer's true identity and address.

World Gaming's Internet gaming software currently allows for acceptance of
account applications from all countries except Canada. It is our policy that in
the event that we become aware that any country or jurisdiction by law expressly
prohibits gaming activities over the Internet, we will block our services from
being offered to such countries and/or jurisdictions. A list of countries from
which we have accepted member subscriptions to date include Australia, France,
Germany, United Kingdom, Italy, Greece, Spain, Mexico, Argentina, Switzerland,
United States, Venezuela, The Netherlands, Singapore, Thailand, New Zealand,
Brazil, Panama, Ukraine, Israel, China, India, Belgium, Austria, Sweden,
Finland, and Turkey.


Our website allows the player to review all the terms, rules and conditions
applicable to gaming and other uses at the websites. All gaming winnings and
losses are debited and credited to the player's account on a real-time basis.
All games are conducted pursuant to house rules and advantages that are
published at the websites and which are at least favorable or more favorable
than those used by the major casinos in Las Vegas, Nevada.

We completed the process of designing the interfaces between the players and the
World Gaming software for Antigua Online Casino and Sportsbook by March 2000. We
have beta tested the website for ease of use, clarity and accuracy prior to
officially launching the same on April 7, 2000. The gaming opportunities offered
at the website have been designed, in conjunction with World Gaming, to evoke
sights and sounds similar to a Las Vegas style casino. Computer graphics present
the "lobby" of the casino, and consist of several menu items that the player can
choose to enter. We include in these menu choices the various gaming rooms,
including black jack, baccarat, slot machines, roulette and video poker. In
addition, the player has the option to use the sports betting option to place
bets on sports events taking place around the world. The players use the Windows
format of commands to carry out the gaming activities. The websites also include
special effects such as three-dimensional displays, sounds of cards shuffling,
coins falling from virtual machines and other generally familiar background
casino sounds. In addition to English, we also intend to offer players the
ability to engage in the proposed gaming activities in such languages as
Spanish, German, Japanese and Chinese or in whatever languages and/or ethnic
identities as Management deems practical in order to facilitate worldwide
expansion of its player base.


We intend to conduct continuing development of our websites (and such additional
websites as we deem appropriate with varying themes and languages) and the
products offered thereat in accordance with our players' demonstrated
preferences, demographics, and the evolution of new technologies. Our goal is to
utilize the World Gaming software and such other software, which may be
identified by us as useful in order to provide the players with gaming services,
which is competitive, innovative and easy to use in the Internet gaming
industry.



Marketing
- ---------

We have implemented a comprehensive marketing program in conjunction with our
software provider. We have customized various facets of the marketing program
for specific cultures including prospective Asian, European, South African,
South American and Indian players. World Gaming combines Internet broadcasting
capabilities with a fully equipped multimedia production studio to create an
advanced Internet production facility.

Registration Statement                                                 Page 6
<PAGE>


                             NET-FORCE SYTEMS, INC.


We believe that international markets will represent a significant portion of
our revenues in the near future since many of the products and services intended
to be offered are not currently available in these markets. Our websites are
intended to contain translations of account registration forms and playing
instructions and the proposed customer service representatives are intended to
be fluent in all languages offered at the websites.

We have established our offices in St. John's, Antigua, British West Indies at
Suite #10, Woods Centre, Friars Hill Road, PO Box W-645, St. John's, Antigua,
British West Indies. From these offices, the Company conducts all head office
administrative activities. Also, from these offices, Netforce Entertainment Inc.
conducts all marketing and customer support activities for the Internet Gaming
sites that we oversee. The marketing program incorporates the following
strategies to target its players:


Strategic Alliances with Major Content and Service Providers. We intend to seek
- ------------------------------------------------------------
to enter into strategic alliances with major Internet content and service
providers in order to enhance our new customer acquisition efforts, increase
purchases by current customers and expand brand recognition. We are striving to
enter into alliances with Internet search engines services that provide for us
to be the premier online gaming provider on certain of their sites with the
exclusive right to place gaming banner advertisements and integrated links to
the Net-Force sites on certain gaming-related Web pages. To date, no such
alliances have been identified or entered into by us. We currently do not
advertise with any major Internet content and/or service providers. However, in
the past, we have placed advertising on Internet sports content sites such as
The Sports Network, Football.com, Basketball.com, and Rotonews.com. We have not
advertised in the past with any Internet Service Providers.

On-Line and Traditional Advertising. We promote our brands through an aggressive
- -----------------------------------
marketing campaign using a combination of on-line and traditional advertising.
We advertise on the websites of major Internet content and service providers,
and targeted gaming-related websites. Our traditional advertising efforts
include print advertising in major magazines and gaming related publications,
and may also include radio advertising and television advertising. We have
advertised in the past in the following publications: High Roller Magazine -
Spring 2000 Special Issue, Time Magazine/Atlantic Edition, April 17, 2000,
Special Advertising Section - World Focus: Antigua and Barbuda, Alaska Airlines
In-Flight Magazine (scheduled flights to Las Vegas), April, June, and August
2000 Issues. We currently have no print advertising placed.


Direct Marketing. We use direct marketing techniques to target new and existing
- ----------------
players with communications and promotions. We send a personalized e-mail
newsletter to registered players that includes, recommendations based on
demonstrated player preferences and prior usage.


Banner Advertisements. Banner advertisements are rectangular graphical/text
- ---------------------
images that can be positioned in various strategic places on Web pages and
search engines on the Internet. When a potential player clicks on the banner
advertisement, the player's Web Browser points the player to the advertiser's
home page. We pay for such banner advertisements on a variety of Web pages and
search engines, and participate in a banner exchange program. Examples of sites
where the company has placed banners for the casino sites it oversees including
www.football.com, www.basketball.com, www.tsn.com, www.rotonews.com,
- ----------------  ------------------  -----------  ----------------
www.rgtonline.com, casino and sports categories on www.about.com,
- -----------------                                  -------------
www.gambling.net, as well as other gaming portal sites such as Wager Talk,
- ----------------
Wagerline, and Talk Sports. As of the current date, we have no banner
advertising in place. We are focused on developing our webmaster/affiliate
network base to drive Internet traffic and customers to our web-sites. We intend
to continue to enter into agreements with Webmasters in which Webmasters agree
to place our banner advertisements on their Web pages in exchange for a
commission for each unique player who clicks through banners to our home page or
for a percentage of the profits generated by the Webmaster.


Submissions to Search Engines. Potential players often learn about websites on
- -----------------------------
the Internet from listings on search engines. We have submitted its URL's and a
brief description of its Internet casino gaming and sports wagering websites to
various search engines so that our information is available to potential players
who use search engines to locate Internet gaming sites. Examples of the search
engines that the company's URLs have been submitted to include: www.yahoo.com,
                                                                -------------
www.altavista.com , www.lycos.com, www.dmoz.com, www.directhit.com,
- -----------------   -------------  ------------  -----------------
www.euroseek.com , www.google.com , www.excite.com, www.looksmart.com,
- ----------------   --------------   --------------  -----------------
www.hotbot.com . The websites have also been submitted to the following Internet
- --------------
casino directories including but not limited to www.gamblingregistry.com,
                                                ------------------------
www.casinolocator.com, www.casinoseek.com, www.gambling.com, and
- ---------------------  ------------------  ----------------
www.top100casinos.com. These Directories are centralized search tools for
- ---------------------
locating Web sites in a particular industry.


Registration Statement                                                 Page 7
<PAGE>


                             NET-FORCE SYTEMS, INC.


Player Incentive Programs. In order to attract new players, we have instituted
- -------------------------
an initial balance credit promotion. This program is designed to attract new
players by offering a credit to new player accounts in amounts based on a
percentage of the amount of the initial deposit by the player. To attract repeat
players to the website, we institute periodic prizes, cash draws, special jack
pots, competitions and/or a frequent player program where the player would be
rewarded based on the frequency and dollar amount of play.

Development of Related Websites. We may design related websites such as a site
- -------------------------------
containing tips on how to play certain casino games or a site providing
interesting gaming news. We intend to design, develop, and promote a sports
information portal site which will feature up-to-date sports information content
including scores, statistics, news, headlines, and odds on all of the world's
major sporting events. This site will be linked to the online sportsbook to
generate traffic with the intention of enhancing revenues. Banner advertisements
would then be placed on all pages of each related website to attract players to
our Internet gaming and sports wagering websites.

Celebrity Endorsements. We intend to seek out a number of celebrities ranging
- ----------------------
from film and television to sports professionals to endorse a website developed
by us. The result of such celebrity endorsement would be to entice new players
to establish accounts based on the endorsement of the chosen celebrity. To date,
no such celebrity endorsements have been confirmed by us.

Distribution of a CD-ROM. We have, in conjunction with World Gaming, produced a
- ------------------------
CD-ROM on which our casino games are contained. When an individual obtains the
CD-ROM, they are able to play all our casino games without the necessity of
wagering real money. This promotional idea is intended to give us the ability to
distribute, to a large number and variety of potential players, quality examples
of the services and products offered at its websites. Once a potential player
plays the games offered for fun, we hope that the potential player may make an
application on our websites and eventually play the same games for money. We
intend to distribute such CD-ROM's by direct mail-outs, insertions in magazines,
distributions through Internet Service Providers to their subscribers and
distributions at tradeshows.


IV.  INDUSTRY OVERVIEW
     -----------------

A.   Global Gaming Industry
     ----------------------


United States of America
- ------------------------


In the U.S., Americans legally wager over $500 billion per year. This level of
legalized gambling is the result of rapid expansion in the industry over the
past decade. Since 1988, the number of states allowing casino gambling has
increased from two, Nevada and New Jersey, to 24, (including those with Native
American Casinos). At this time, only the states of Utah and Hawaii prohibit all
forms of gambling. U.S. casino revenues were projected to be about $24 billion
in 1998, reflecting an expected 6% growth from 1997, lower than the double-digit
increases earlier in the decade. Gambling in the U.S. has many forms, including
casinos, horse and dog racing, government run lotteries, riverboat casinos and
Jai Alai, all of which are highly regulated. At the present time, there is no
existing regulation of Internet gambling in the U.S. In July 1998, the U.S.
Congress defeated a proposed bill (the "Kyl" bill) that would prohibit gambling
over the Internet, but exempted certain forms, such as horse and dog racing, and
lotteries.  On March 12th, 2002, a U.S. House panel voted to update the
40-year-old law banning interstate betting (the Wire Act of 1961) so that it
would apply to fast-growing Internet gambling sites as well. This bill has
become known as the Goodlatte Bill and contains provisions to deal with, among
other things, the payment systems to offshore operators of Internet Gaming
sites, something that the previous Kyl bills did not address.  Also see VII
Regulatory Background).


Geographic growth prospects have remained relatively flat over the past two
years. With more people employed and improved economic conditions in various
parts of the United States, states and localities have fewer incentives to
encourage gaming development as a prospective source of taxes, tourism and jobs.
Additionally, economic downturns in Asia, and to a lesser extent, South America,
have led to significant decreases in "high roller" traffic to North American
gaming locations, such as Las Vegas and Atlantic City. In response to the
downturn in travelers from this section of its revenue base, the traditional
gaming companies in Las Vegas have continued their rapid growth campaign to
transform the city from a gaming community into a world wide family resort
destination. In recent months Las Vegas in particular has made strides in trying
to upgrade the entertainment it offers. Major U.S. casino destinations are
competing more for resort and vacation population than the average gambling
client.

Registration Statement                                                 Page 8
<PAGE>


                             NET-FORCE SYTEMS, INC.


International Gaming Markets
- ----------------------------


Gaming outside of the U.S. and Canada is a mixture of active markets, large and
small resort destinations, and strictly regulated, often state-run, operations.
Asia and South Africa provide the most dynamic markets and opportunities for
growth, with Latin America and the Caribbean also active in the gaming industry.
Western Europe consists mostly of mature, state-controlled markets. The
following is an overview of selected foreign markets. In discussing the
potential worldwide Internet Gaming market, it must be noted that we have not
yet done business with all of the countries and jurisdictions discussed in the
following International Market overview and we may never do business with more
than the countries we have accepted member subscriptions from to date. For a
list of countries from which we currently have registered members, see page 9
under "The Companies Products and Services" section. Based on the Industry data
table presented on page 14, the year 2001 projected industry revenue was $2.3
Billion. Assuming that for the April 30, 2002 year-ended fiscal period our total
revenues will not exceed US$1 million, our current position in the worldwide
market is approximately 0.043 of one percent.



Europe
- ------

There were a total of 531 European Casinos generating gross Revenues of
$5,336,971,600 US as of February 1999 (International Gaming and Wagering
Business, 1999 European Casino Report, February 1999).

The European Commission last reviewed the issue of gambling in 1991 and found no
need for EU-wide regulation. This position has remained in accordance with the
many of the EU's member states' positions that gaming, including Internet
gambling, should remain an issue for the sovereign state (Cabot, Anthony, THE
INTERNET GAMBLING REPORT III, "European Overview," by Steven Philippsohn, (Trace
Publications, Las Vegas), 1999, P.211-216). Among the member nations of the EU,
views on Internet gambling vary widely. Some states are slowly accepting the
idea of interactive gaming. For example, the Dutch government recently allowed
telephone betting, while certain European states, notably Finland and Sweden,
are allowing providers to offer Internet gambling, but only to their own
respective residents. Conversely, the German position on Internet gaming
reflects the view taken on traditional forms of gambling. That is, games of
chance are morally corrupting and should only be allowed in connection with
charitable purposes.

Countries such as France, Italy, Spain, England and Portugal are merely
monitoring Internet gambling development to see if it becomes a problem. This is
consistent with these nations' actions toward e-commerce in general, of which,
they have no immediate plans to introduce new legislation.

Prospects for growth in Europe are brightest in Scandinavia, Spain and Eastern
Europe. Sweden is setting up its regulatory system for its new casino market,
and state-sanctioned monopolies are being challenged in Norway and Finland in
the casino and machine markets. In Spain, a more relaxed regulatory climate is
emerging, and new casino operations are coming on line. Three Spanish firms
dominate this market: Cirsa/Unidesa, Recreativos Franco and Sega.

Eastern Europe continues to grow and refine is regulatory structures.
Uncertainty and prohibitions against foreign investment, however, hamper
participation by international operators. Casino Austria is a major player,
although its activity there is shrinking.

The path, which European regulation of Internet gambling is taking is more akin
to that which the Australian states are taking. The cultural differences between
European countries, however, are more marked than between the Australian states.
The consequent diversity in attitudes to gambling may slow down the process
(Steven Philippsohn, Internet Gambling, European Overview," 1998, p.215).


Asia
- ----

Large capital projects and debt levels in Australia left many casinos highly
exposed to the Asian economic crisis. Stung by a US$150 million drop in revenues
from international players, stock prices for Australia's leading casinos are now
a fraction of previous levels. The domestic market remains solid, however, and
long-term prospects are optimistic. The next year should bring the beginning of
a recovery and a more realistic assessment of the international market.

Registration Statement                                                 Page 9
<PAGE>


                             NET-FORCE SYTEMS, INC.


Despite the economic crisis, the casino industry in the Philippines is
experiencing the strongest expansion in the region, with three new operations
having opened in recent years and another scheduled to open in 1999. The Manila
market is being reorganized and partially privatized, providing the opportunity
for change and market growth. Three publicly traded companies are active in the
Philippines casino market: Starwood Hotels & Resorts, Malaysian-based Metroplex
and Manila-based Belle Bay Corporation. Taiwan offers the most interesting
potential for change. The government took another step toward legislation in
1998 by commissioning a report recommending a tightly regulated industry of
casinos in recreational areas. Foreign investment would be permitted up to 40%.


Africa and the Middle East
- --------------------------

The most significant activity is occurring at opposite ends of the region. South
Africa is progressing with the transformation of its casino industry and the
opening of a route market for gaming devices. The current estimated size of this
market is US$1.5 billion, with the majority of revenues coming from casino
gaming operations (US$935 million). The Middle East market is growing in
response to the closing of gaming operations in Turkey and limited choices in
Northern Europe. With gaming illegal in Israel, further growth in border areas
is expected. New operations are expected to grow quickly in Palestine-controlled
Jericho to support public demand. In Egypt, across the border from Eilat, major
project development is underway in the Taba Heights. Additional operations have
also opened recently in North Africa, with more than the planning stages.


Latin America
- -------------

Gaming in Latin America remains decentralized and difficult for operators.
However, for patient companies with deep pockets, the market potential in the
region is large, especially in countries such as Argentina and Peru. The level
of optimism has been raised in Brazil and Mexico for gaming legislation in the
near future. Legislation in Brazil, the most populous country in Latin America,
would affect regional markets that target Brazilian players, notable Argentina,
Uruguay and Paraguay.

Sodak Gaming, International Thunderbird, Starwood, Hilton Hotels (Conrad
International), IGT and also very active, especially Recreativos Franco,
Cirsa/Unidesa and Leisure & Gaming.


Caribbean
- ---------

Although dominated by small hotel and resort-based casino operations, gaming in
the Caribbean is expanding into new areas, as well as growing in established
markets. The Bahamas offers the most substantial casinos in the region, followed
by Puerto Rico and Aruba. Casinos can also be found on other islands such as St.
Maarten, Curacao, and Antigua.



B.   Internet Gambling Industry
     --------------------------

Internet gambling offers people the opportunity to play virtual sports,
horseracing, slot machines and other casino games without the inconvenience of
leaving their home. While Internet gambling provides some amount of competition
for existing casinos, it is not a substantial threat to the traditional gaming
industry. The social aspect of gaming - the primary reason for the
transformation of the Las Vegas gaming market into a destination leisure market
- - - cannot be replicated in the artificial environment of the Internet. Most
visitors to casinos are motivated by the ambiance of the casinos, not just the
opportunity to gamble. Small markets, however, may incur negative impacts
associated with Internet gambling as these markets have been established
themselves as leisure destinations.

The popularity of gaming has transcended beyond the physical boundaries of the
casinos to the borderless and unregulated realm of the Internet. Gambling
websites, offering computer users the opportunity to wager on such games as
bingo, sports and horse wagering, poker and roulette, are beginning to thrive on
the Internet. To participate as one of these websites, the player needs only to
set up an account, typically supplying credit card information, wire transfers
or E-cash. With a click of the mouse, the player is now able to gamble. Losses
are typically deducted from the players' credit cards or established credit
line, and winnings, upon the request of the player, can be electronically
transferred or mailed to the person. Modern technology has eliminated the
physical requirement of visiting a casino or racetrack before engaging in such
games as slot machines, black jack, roulette and thoroughbred or harness racing.
With Internet gambling, patrons need not leave the comfort of their homes or
offices.



Registration Statement                                                 Page 10
<PAGE>


                             NET-FORCE SYTEMS, INC.


<TABLE>
<CAPTION>
         ESTIMATED WORLD WIDE INTERNET GAMBLING REVENUES ($ MILLIONS)

                                                 1997      1998      1999      2000      2001
                                                 ----      ----      ----      ----      ----
<S>                                            <C>       <C>       <C>       <C>       <C>
# of home users (in millions)                     46        81       121       145       159
% users conducting online transactions            15%       18%       21%       24%       27%
Potential Internet Gamblers (in millions)          6.9      14.5      25.4      34.8      43
Per-capita expenditure                           $146      $154      $155      $160      $160
Potential Internet gambling market             $1,009    $2,182    $3,933    $5,555    $7,080
Estimated actual Internet Gambling revenues      $300      $651      $811    $1,520    $2,330
Penetration rate                                  30%       30%       21%       27%       33%
- ----------------
</TABLE>
Source:  Christian/Cummings Associates, Inc.


The popularity of Internet gambling is increasing as illustrated by the growth
of gaming-related websites. Currently, it is estimated that more than 1,000
gambling websites are offered on the Internet, which Management estimates are
owned by approximately 500 operators. With the current licensing of gambling
websites by foreign governments and increased usage of Internet services, this
market will continue to grow. It is estimated that almost 300 million people
will have used the Internet as of the year 2000. With casino gambling garnering
public acceptance as a form of entertainment and Internet usage increasing,
every personal home computer now has the capacity to become a "cybercasino."
According to Datamonitor, the market size estimates for Internet gambling are
that it will grow to more than $10.0 billion by 2002.

The off-shore wagering industry is flourishing and, particularly since everyday
sports betting is common in countries such as Great Britain, much of the traffic
is generated by Americans. See Marc Falcone, Bear, Stearns & Co., Gaming
Industry 12 (Mar. 2001). In 2000, an estimated $1.5 billion was wagered on the
Internet, of which approximately $553.3 million was wagered on sporting events,
and those amounts are estimated to have nearly doubled in 2001; the number of
websites that offer wagering is now believed to be 1,200 to 1,400, half of which
have appeared in just the last year. See Falcone, supra, at 6, 48. In Antigua
and Barbuda alone, there are more than 50 on-line sportsbooks in current
operation, see http://www.tbwsport.com/bookmakers/america.html, and more than 50
jurisdictions all over the world license and regulate sports betting websites
and wagering operations. See Mike Brunker, On-Line Gambling Goes Global, MSNBC,
Apr. 10, 2001, at http://www. msnbc.com/news.



INTERNATIONAL OUTLOOK ON INTERNET GAMING

While the U.S. is debating whether to prohibit Internet gaming or create
legislation to severely regulate the industry, other countries are viewing it as
a revenue generator. Most Internet gambling websites are located in the
Caribbean and South America, along with other sites in Australia, South Africa,
the Netherlands and New Zealand. The Caribbean governments charge Internet
"casino" operators up to $100,000 annually for a license and require operators
to post bonds. In Antigua, the government requires the employment of local
residents and payment of education taxes. The governments of Liechtenstein and
Finland operate their national lottery via the Internet.

Australia and New Zealand have recently decided to legalize Internet gambling,
choosing to regulate and tax the activity as opposed to banning it. The State of
Queensland in Australia passed a law in March 1998, licensing cyber casinos and
sports betting operations. The other Australian states are expected to pass
similar laws. The states of Australia maintain pro-gambling environments -
Australians spend more than $40 billion a year gambling, or $2,000 per person
per year on average ("Aussies Love Their Gambling." Las Vegas Review-Journal,
Rohan Sullivan, March 9, 1998). Placing bets over the phone is legal in
Australia, making legalization of Internet gambling a less controversial issue.
To regulate the industry, the governments propose the establishment of gambling
service providers who will check the identity and address of the gambler.
Winnings will then be taxed accordingly, with the taxes forwarded at the
appropriate rate for the state in which the service provider is based.

On May 15, 1998, European gambling regulators from 18 European countries signed
a recommendation on good practices for Internet gambling services. In the
non-binding statement, the countries agreed that European countries should be
free to regulate Internet gambling services. In addition, the countries should
ensure that Internet gambling is not used for money laundering or under-aged
gambling.

Registration Statement                                                 Page 11
<PAGE>


                             NET-FORCE SYTEMS, INC.


V.   COMPETITION
     -----------
The online commerce market is new, rapidly evolving and intensely competitive,
and we expect that competition will further intensify in the future. Barriers to
entry are minimal, and current and new competitors can launch new sites at a
relatively low cost. Management estimates that there are over 2,000 online
gaming and related sites in operation today with potentially thousands more
"affiliate" sites. . However, the majority of these sites do not produce
substantial revenues as compared to the established, brand name sites, whose
operators have invested heavily in their marketing, affiliate, and customer
service programs to continuously increase their customer bases and maximize
customer retention. Some of the more established Internet Gaming sites that
provide similar gaming services as Netforce Entertainment's web sites and that
the Company has identified as its competitors include http://globalinteract.com,
                                                      -------------------------
http://www.intertops.com/, http://www.playersonly.com/,
- -------------------------  ---------------------------
http://www.casinoonnet.com/, http://www.goldclubcasino.com/,
- ---------------------------  ------------------------------
http://www.intercasino.com/, http://www.englishharbourcasino.com/,
- ---------------------------  ------------------------------------
http://www.usacasino.com/, http://www.thesandscasino.com/,
- -------------------------  ------------------------------
http://www.betonsports.com/, http://www.sportingbet.com/, http://www.wwts.com/,
- ---------------------------  ---------------------------  --------------------
and http://www.poker.com/.
- -------------------------

In addition, the broader gaming industry is intensely competitive. We compete
with a variety of companies, including (i) online vendors of gaming and gaming
related products, (ii) online service providers which offer gaming products
directly or cooperation with other retailers, (iii) traditional providers of
gaming products, including specialty gaming providers, and (iv) other retailers
that offer gaming products. Many of these traditional providers also support
dedicated websites, which may compete directly with us.

We believe that the principal competitive factors in our online market are brand
recognition, selection, variety of value-added services, ease of use, site
content, quality of service, technical expertise and product availability. Many
of our intended and potential competitors have longer operating histories,
larger customer bases, greater brand recognition and significantly greater
financial, marketing and other resources than us. We are aware that certain of
our proposed competitors have and may continue to adopt more aggressive pricing
or marketing policies and devote substantially more resources to website and
systems development than us. Increased competition may result in reduced
operating margins, loss of market share and a diminished brand franchise.

There can be no assurance that we will be able to compete successfully against
intended and future competitors. New technologies and the expansion of existing
technologies may increase the competitive pressures of the Company. There can be
no assurance of the economic success of any marketing effort by us since the
revenues derived from the Internet casino gaming and sports wagering websites
depend primarily upon the site's acceptance by the international public, which
cannot be predicted with certainty. To be ultimately successful, we will be
faced with the challenge of marketing our gaming websites to a variety of
foreign cultures. Our websites will compete for consumer acceptance with similar
websites hosted by other companies. As a result, the success of our marketing
efforts is dependent not only on the quality and acceptance of the our virtual
casino games and on-line sports wagering websites, but also on the acceptance of
other competing virtual casino games and websites offered in the marketplace
during the same time period.


VI.  RISKS
     -----

A.   RISKS RELATED TO THE BUSINESS
     -----------------------------


Limited Operating History. The Company was recently formed and has limited
- -------------------------
operating history. Since incorporation, the Company has expended resources on
technology, license fees, website development, hiring of personnel and startup
costs. As a result, losses were incurred since incorporation and management
expects to experience operating losses and negative cash flow for the
foreseeable future. We anticipate losses will continue to increase from current
levels because we expect to incur additional costs and expenses related to:
brand development, marketing and other promotional activities; the addition of
customer service personnel; the continued development of the websites; the
expansion of service offerings and website content; and development of
relationships with strategic business partners. Current losses to date for the
six month period ended October 31st, 2001 are $103,367. Cumulative Losses from
inception at March 1, 1999 to date to October 31st, 2001 are $991,823.


There can be no assurance at this time that we will operate profitably or that
we will have adequate working capital to meet our obligations as they become
due. We believe that our success will depend in large part on our ability to (i)

Registration Statement                                                 Page 12
<PAGE>


                             NET-FORCE SYTEMS, INC.


offer aesthetic, interesting and diverse casino-style games on our websites, as
well as sports and pari-mutuel wagering, (ii) attract players and provide them
with outstanding service, (iii) instill consumer confidence, and (iv) achieve
name recognition. Accordingly, we intend to invest heavily in site development,
technology and operating infrastructure, as well as marketing and promotion. As
a result, we expect to incur operating losses in the initial stages of our
business and for the foreseeable future.

No Assurance of Profitability. Our business is speculative and dependent upon
- -----------------------------
the acceptance of our websites and the effectiveness of our marketing program.
Our only assets will be the offshore Internet gaming websites, some
administrative office furniture and equipment and the revenues derived from the
websites. There can be no assurance that our Internet gaming and sports wagering
websites will be successful or result in revenue or profit. There is no
assurance that we will earn significant revenues or that investors will not lose
their entire investment.

Failure to Respond to Change. If we face material delays in introducing new
- ----------------------------
services, products and enhancements, customers may forego the use of our
services and use those of competitors. To remain competitive, we must continue
to enhance and improve the functionality and features of the websites. The
Internet and the online commerce industry are rapidly changing. If competitors
introduce new products and services, or if new industry standards and practices
emerge, the existing websites, technology and systems may become obsolete. To
develop the websites and technology entails significant technical and business
risks. We may use new technologies ineffectively or may fail to adapt the
technology to meet customer requirements or emerging industry standards.

Intellectual Property Claims. Other parties may assert infringement or unfair
- ----------------------------
competition claims against the Company. We cannot predict whether they will do
so, or whether any future assertions or prosecutions will harm the business. If
we are forced to defend against any infringement claims, whether they are with
or without merit or are determined in our favor, then we may face costly
litigation, diversion of technical and management personnel, or product shipment
delays. Further, the outcome of a dispute may be that management would need to
develop non-infringing technology or enter into royalty or licensing agreements.
Royalty or licensing agreements, if required, may be unavailable on terms
acceptable to management, or at all.

Reliance on Trademarks and Copyrights. We intend to take steps to protect
- -------------------------------------
proprietary rights which steps may be inadequate. Management regards copyrights,
service marks, trademarks, trade secrets and similar intellectual property as
critical to its success. We intend to rely heavily on trademark and copyright
law, trade secret protection and confidentiality or license agreements with our
employees, customers, partners and others to protect proprietary rights.
Effective trademark, service mark, copyright and trade secret protection may not
be available in every country in which we intend to provide its services.
Furthermore, the relationship between regulations governing domain names and
laws protecting trademarks and similar proprietary rights is unclear. Therefore,
we may be unable to prevent third parties from acquiring domain names that are
similar to, infringe upon or otherwise decrease the value of intended trademarks
and other proprietary rights.

Risks Inherent in a New Industry. Both the Internet and Internet-based casinos
- --------------------------------
are relatively new industries. The market for Internet and Sports wagering has
only recently begun to develop, is rapidly evolving and is characterized by an
increasing number of market entrants. As is typical in the case of a new and
rapidly evolving industry, demand and market acceptance for recently introduced
services are subject to a high level of uncertainty. There can be no assurance
that gaming and wagering on the Internet will become widespread, or that our
websites will become widely used. If the market fails to develop, develops more
slowly than expected or becomes saturated with competitors or if our services do
not achieve market acceptance, our business, operating results, and the
financial condition will be materially adversely affected. Because of the
uncertainty regarding the legality of Internet wagering in the United States,
and the existing or possible prohibitions in other jurisdictions, we will not
permit play by Canadian residents, and may be precluded from offering play to
residents of other countries.

Online Commerce Risks - Reliance on World Gaming, Plc. Concerns over the
- -----------------------------------------------------
security of transactions conducted on the Internet and other on-line services as
well as user's desires for privacy may also inhibit the growth of gaming and
wagering on the Internet. The activities of the Company are expected to involve
the storage and transmission of proprietary information, such as credit card
numbers and other confidential information. Any such security breaches could
damage our reputation and expose us to a risk of loss, litigation and possible
liability. There can be no assurance that our security measures will prevent
security breaches or that failure to prevent such security breaches will not
have a material adverse effect on the Company's business, financial condition
and results of operations. The Company is dependent on World Gaming for its
software and the hosting of its websites.

Businesses on the Internet are subject to the risk of credit card fraud and
other types of theft and fraud perpetrated by "hackers" and on-line thieves.
Credit card companies may hold merchants fully responsible for any fraudulent

Registration Statement                                                 Page 13
<PAGE>


                             NET-FORCE SYTEMS, INC.


purchases made when the signature cannot be verified. Although credit card
companies and others are in the process of developing anti-theft and anti-fraud
protections, and while the Company itself will continually monitor this problem,
at the present time the risk from such activities could have a material adverse
effect on us. A party who is able to circumvent our security measures could
misappropriate confidential information or cause interruptions in our
operations. We may be required to expend significant capital and other resources
to protect against such security breaches or to alleviate problems caused by
such breaches. If a compromise of our security were to occur, or if World
Gaming's software or website hosting fails, there could be a material adverse
effect on our business, financial condition and the results of operations.

Lack of Consumer Confidence. Concerns that a virtual casino's odds can be easily
- ---------------------------
and arbitrarily manipulated may deter customers from using our website. There
can be no assurance that we will be able to instill customer confidence in and
alleviate negative perceptions about Internet gaming. If our efforts are
unsuccessful, it could have a material adverse effect on our business, financial
condition and the results of operations.

Competition. The market for our Internet gaming and sports wagering services is
- -----------
intensely competitive. Our principal competitors include other on-line Internet
casinos. These competitors have longer operating histories, greater name
recognition, larger installed customer bases, and substantially greater
financial, technical and marketing resources than us. We believe that the
principal factors affecting competition in its proposed market include name
recognition, ability to develop aesthetic and diverse casino-style games,
customer confidence, ability to respond to changing customer needs, and ease of
use. Other than technical expertise and the limited time available to enter the
market, there are no significant proprietary or other barriers of entry that
could keep potential competitors from developing or acquiring similar tools and
providing competing services in our proposed market. Our ability to compete
successfully in the on-line casino and sports wagering business will depend in
large part on its ability to attract new players and respond effectively to
continuing technological changes by developing more sophisticated on-line casino
games. There can be no assurance that we will be able to compete successfully in
the future, or that future competition will not have a material adverse effect
on the business, operating results and financial condition of the Company.


Potential for indebtedness. There is no assurance that we will not incur debt in
- --------------------------
the future, that it will have sufficient funds to repay its indebtedness or that
we will not default on our debt, jeopardizing our business viability.
Furthermore, we may not be able to borrow or raise additional capital in the
future to meet our needs or to otherwise provide the capital necessary to
conduct our business. As of the period ended October 31st, 2001, the total
outstanding long term indebtedness is $2,500. Total liabilities are $140,518,
comprised of $138,018 in current liabilities and $2,500 in long term debt.


No Assurance that Dividends Will be Paid. We do not currently anticipate
- ----------------------------------------
declaring and paying dividends to our shareholders in the near future. It is our
current intention to apply net earnings, if any, in the foreseeable future to
increasing our capital base and marketing. Prospective investors seeking or
needing dividend income or liquidity should therefore not purchase the Shares.
There can be no assurance that we will ever have sufficient earnings to declare
and pay dividends to the holders of our Common Stock, and in any event, a
decision to declare and pay dividends is at the sole discretion of our Board of
Directors.


Government Regulation. The wagering and casino industry is subject to extensive
- ---------------------
government regulation and licensing requirements in certain jurisdictions of the
world. Legal uncertainties may preclude us from offering our planned Internet
gaming in certain jurisdictions like Canada. Some jurisdictions may impose
restrictions, licensing requirements or prohibitions on Internet wagering. At
present, we do not anticipate any such restrictions, prohibitions or licensing
requirements in our target markets but no assurance can be made that such
restrictions, prohibitions or licensing requirements will not arise which would
materially adversely effect our business, operating results and financial
condition of the Company. Also see VII, Regulatory Background, for further
discussion on the state of Internet Gaming legislation in the U.S.


Dependence on Key Personnel. Our success is substantially dependent on the
- ---------------------------
performance of our executive officers and key employees. Given our early stage
of development in the Internet gaming business, we are dependent on our ability
to retain and motivate high quality personnel. Although we believe we will be
able to attract, retain and motivate qualified personnel for such purposes, an
inability to do so could materially adversely affect the Company's ability to
market, sell, and enhance our services. The loss of one or more of our employees
or our inability to hire and retain other qualified employees could have a
material adverse effect on the Company. Currently, we identify Mr. Terry G.
Bowering, President and Chief Executive Officer, as a key person, as he is
involved in the direction of all aspects of the daily operations of the Company.
Mr. Bowering does not have an employment contract in place, nor is there any key
person insurance on himself. We also depend on Mr. Derek C. Ferguson, Internet
Technology Consultant, Mr. Clint Jendyk, Director of Website Design and

Registration Statement                                                 Page 14
<PAGE>


                             NET-FORCE SYTEMS, INC.


Development, and Mr. Richard Pestes, Internet Marketing Consultant. We have not
entered into any employment or management contracts with our employees nor do we
maintain "key-person" insurance of any kind. (See "MANAGEMENT").

Uninsured Losses. There is no assurance that we will not incur uninsured
- ----------------
liabilities and losses as a result of the conduct of its proposed business. We
plan to maintain comprehensive liability and property insurance at customary
levels. We will also evaluate the availability and cost of business interruption
insurance. However, should uninsured losses occur, the shareholders could lose
their invested capital.


Liabilities. We have liabilities to affiliated and unaffiliated lenders. As at
- -----------
October 31st, 2001, our total amount of liabilities is $140,518. Current
liabilities to unaffiliated lenders (accounts payable) consist of accrued wages
payable, International telephone and Internet service payable to Cable and
Wireless Telecommunications Company, and fees payable to Pannell Kerr Forster
for accounting and auditing services. Customer account deposits account for
$87,367 or 62% of total liabilities. We currently have a long-term liability
totaling $2,500 to an affiliated lender in the form of a shareholders loan
(promissory note) payable to Geneva Overseas Holdings Ltd, of which Terry G.
Bowering, Chairman and President, is beneficial owner. These liabilities
represent fixed costs, which are required to be paid regardless of the level of
profitability experienced by us. There is no assurance that we will be able to
pay all of our liabilities. Furthermore, we are always subject to the risk of
litigation from players, employees, suppliers or others because of the nature of
our business. Litigation could cause us to incur substantial expenses and, if
cases are lost, judgments and awards could add to the Company's costs.



B.   RISKS RELATED TO THE INDUSTRY
     -----------------------------

Dependence on increasing use of the Internet. Our future revenues substantially
- --------------------------------------------
depend upon the increased acceptance and use of the Internet and other online
services as a medium of commerce. Rapid growth in the use of the Internet, the
Web and online services is a recent phenomenon. As a result, acceptance and use
may not continue to develop at historical rates and a sufficiently broad base of
customers may not adopt, and/or continue to use, the Internet and other online
services as a medium of commerce and entertainment. Demand and market acceptance
for recently introduced services and products over the Internet are subject to a
high level of uncertainty and there exist few proven services and products.

In addition, the Internet may not be accepted as a viable long-term commercial
marketplace for a number of reasons, including potentially inadequate
development of the necessary network infrastructure or delayed development of
enabling technologies and performance improvements. If the Internet continues to
experience significant expansion in the number of users, frequency of use or
bandwidth requirements, the infrastructure for the Internet may be unable to
support the demands placed upon it. In addition, the Internet could lose its
viability as a commercial medium due to delays in the development or adoption of
new standards and protocols required to handle increased levels of Internet
activity, or due to increased governmental regulation. Changes in, or
insufficient availability of, telecommunications services to support the
Internet also could result in slower response times and adversely affect usage
of the Internet generally.

Our business, financial condition and results of operations would be seriously
harmed if: use of the Internet, the Web and other online services does not
continue to increase or increases more slowly than expected; the infrastructure
for the Internet, the Web and other online services does not effectively support
expansion that may occur; the Internet, the Web and other online services do not
become a viable commercial marketplace; or traffic to the websites decreases or
fails to increase as expected or if management spends more than was expected to
attract visitors to the websites.

Inability to Acquire Domain Names. We may be unable to acquire or maintain Web
- ---------------------------------
domain names relating to the brand in the jurisdictions in which management may
conduct business. As a result, we may be unable to prevent third parties from
acquiring and using domain names relating to our brand, which could damage our
brand and reputation and take customers away from our websites. We currently
hold the www.aogaming.com, www.aocasino.com and www.aosportsbook.com domain
         ----------------  ----------------     --------------------
names and may seek to acquire additional domain names. Governmental agencies and
their designees generally regulate the acquisition and maintenance of domain
names. The regulation of domain names in the United States and in foreign
countries is subject to change in the near future. The changes in the United
States are expected to include a transition from the current system to a system
that is controlled by a non-profit corporation and the creation of additional
top-level domains. Governing bodies may establish additional top-level domains,
appoint additional domain name registrars or modify the requirements for holding
domain names.

Requirements to Change Manner of Business. The adoption or modification of laws
- -----------------------------------------
or regulations relating to the Internet could adversely affect the manner in
which we propose to conduct our business. In addition, the growth and

Registration Statement                                                 Page 15
<PAGE>


                             NET-FORCE SYTEMS, INC.


development of the market for online gaming may lead to more stringent consumer
protection laws, both in the United States and abroad, that may impose
additional burdens on the Company. Laws and regulations directly applicable to
communications or commerce over the Internet are becoming more prevalent. The
United States Congress recently enacted Internet laws regarding children's
privacy, copyrights, taxation and the transmission of sexually explicit
material. The European Union recently enacted its own privacy regulations. Laws
regulating the Internet, however, remain largely unsettled, even in areas where
there has been some legislative action. It may take years to determine whether
and how existing laws such as those governing intellectual property, privacy,
libel, and taxation apply to the Internet.

In order to comply with new or existing laws regulating online commerce, we may
need to modify the manner in which we propose to do business, which may result
in additional expenses. For instance, we may need to spend time and money
revising the process by which we intend to accept players' wagers to ensure that
each wager complies with applicable laws. We may need to hire additional
personnel to monitor compliance with applicable laws. We may also need to modify
our software to further protect players' personal information.

Liability for Content. As a publisher of online content, we face potential
- ---------------------
liability for defamation, negligence, copyright, patent or trademark
infringement, or other claims based on the nature and content of materials that
we publish or distribute. If we face liability, then our reputation and our
business may suffer. In the past, plaintiffs have brought these types of claims
and sometimes successfully litigated them against online companies. In addition,
we could be exposed to liability with respect to the unauthorized duplication of
content or unauthorized use of other parties' proprietary technology. Although
we intend to carry general liability insurance, such insurance may not cover
claims of these types. We cannot be certain that we will be able to obtain
insurance to cover the claims on reasonable terms or that we will be adequate to
indemnify the management or the Company for all liability that may be imposed.
Any imposition of liability that is not covered by our insurance or is in excess
of insurance coverage could harm the business.

The Imposition of Taxes. If one or more states or any foreign country
- -----------------------
successfully asserts that we should collect taxes on the winnings earned by
players, the financial position and results of operations could be harmed. If we
become obligated to collect taxes, we will need to update our system that
processes wagers and winnings to calculate the appropriate sales tax for each
player and to remit the collected sales to the appropriate authorities. These
upgrades will increase operating expenses. In addition, players may be
discouraged from utilizing our websites because they have to pay tax, causing
net sales to decrease. As a result, we may be adversely materially affected.


C.   RISKS RELATED TO SECURITIES MARKETS
     -----------------------------------

Inability to meet Future Capital Requirements. We cannot be certain that
- ---------------------------------------------
additional financing will be available on favorable terms when required, or at
all. If we raise additional funds through the issuance of equity, equity-related
or debt securities, the securities may have rights, preferences or privileges
senior to those of the rights of the common stock and those stockholders may
experience additional dilution. We expect to require substantial working capital
to fund the business. Since inception, we have experienced negative cash flow
from operations and expect to experience significant negative cash flow from
operations for the foreseeable future. Management currently anticipates that the
private financing done to date, together with expected revenues, will be
sufficient to meet anticipated needs for working capital and capital
expenditures through at least the next 12 months. After that, we may need to
raise additional funds.

Volatility of the Common Stock. The market price for our common stock is likely
- ------------------------------
to be highly volatile and subject to wide fluctuations in response to factors
including the following, some of which are beyond our control: actual or
anticipated variations in the quarterly operating results; announcements of
technological innovations or new services by us or our competitors; changes in
financial estimates by securities analysts; conditions or trends in the Internet
and/or online commerce or gaming industries; changes in the economic performance
and/or market valuations of other Internet, online gaming companies;
announcements by management or competitors of significant acquisitions,
strategic partnerships, joint ventures or capital commitments; additions or
departures of key personnel; release of lock-up or other transfer restrictions
on the outstanding shares of common stock or sales of additional shares of
common stock; and potential litigation.

In addition, the stock market has from time to time experienced extreme price
and volume fluctuations. These broad market fluctuations may adversely affect
the market price of our common stock.


Registration Statement                                                 Page 16
<PAGE>


                             NET-FORCE SYTEMS, INC.


Securities Class Action Lawsuit. In the past, following periods of volatility in
- -------------------------------
the market price of their stock, many companies have been the subject of
securities class action litigation. If we were sued in a securities class
action, it could result in substantial costs and a diversion of management's
attention and resources and would cause the stock price to fall.


VII. REGULATORY BACKGROUND
     ---------------------
In July 1998, the U.S. Senate voted to largely prohibit gambling on the
Internet. Under the legislation, operators of illegal Internet gambling sites
could be sentenced to up to four years in jail and fined up to $20,000. Gamblers
who illegally bet via the Internet could receive a jail sentence of up to three
months and a fine of either $500 or three times the amount of the bet. Some
Internet-based "fantasy" or "rotisserie" sports league activities would be
exempt from the ban. However, in August 1998 the U.S. House of Representatives
overwhelmingly voted down the legislation. On March 23, 1999, Senator Kyl
(R-Arz.) submitted Bill S.692 to the Senate for consideration. If passed, this
Bill would also serve to effectively outlaw gambling on the Internet in the
United States. As of November 1, 1999 the Senate had not voted on this
legislation, in part because it is effectively the same legislation that was
voted down in 1998, and even if it should pass a Senate vote it is highly
questionable as to whether the House of Representatives would view it any
differently from the last Internet gaming bill. The move on the part of the
federal government to ban Internet gambling is a departure from gambling policy.
The federal government has typically left the issue up to the authority of the
state governments, resulting in a wide range of attitudes towards gambling. Most
states allow some type of gambling whether it be full casinos, card rooms,
pari-mutuel tracks or state-operated lotteries. Only two states, Hawaii and
Utah, prohibit all forms of gaming.

While passage of the act is possible, in one form or another, practical
enforcement of the law is a separate matter. The Internet is a global
information and communications medium operating without boundaries. Due to the
global nature of this medium, no regulatory agency has control over the content
of information accessible to users. The inability of governments to regulate
materials it deems offensive or illegal results in political and social
frustration. Measures to remove offensive materials, such as those classified as
containing adult content, have been unsuccessful to date. The same enforcement
problems will be encountered with gambling sites. These are three avenues
through which law enforcement officials may attack the problem: the gaming
website, the ISP or the user. The enforcement of anti-Internet gambling laws
through each of the avenues presents interesting social and technological
problems.

In the United States, the ownership and operation of land-based facilities has
traditionally been regulated on a state-by-state basis. According to a recently
published industry report by Bear Stearns, the Federal Government's role in
regulating gambling appears to be changing. Increased Federal interest may not
result in new regulations for the traditional forms of gambling that are easily
subject to police power of the individual states, may result in a redefined role
for the Federal Government in dealing with Internet gaming. The U.S. Department
of Justice currently maintains that, technically, there are no specific U.S.
Federal provisions against placing of bets overt the Internet. However, the
Justice Department also maintains that it is illegal to operate Internet Gaming
Websites and servers from within the United States. We are not physically
located in the United States nor do we house any computer servers or other such
computer hardware within the United States.

The United States Federal Wire Act contains provisions that make it a crime for
anyone engaged in the business of betting or wagering to knowingly use telephone
wires to transmit bets or wagers or information assisting in the placing of bets
or wagers on any sporting event, unless the wagering is legal in the
jurisdiction from which, and into which, the transmission is made. There are
other Federal laws impacting gaming activities, including the Wagering
Paraphernalia Act, the Travel Act, and the Organized Crime Control Act. However,
it remains unresolved whether these laws apply to gaming conducted over the
Internet. All aspects of our operations specifically involve the Internet for
delivery of our online gaming support services. We do not operate a telephone
wagering facility for the purpose of accepting and booking bets on sporting
events.


March 4, 1998 marked the first federal prosecution for gambling on the Internet
as 21 American gambling site operators were charged with conspiring to illegally
transmit bets over the Internet and the telephone. The men were owners or
managers of eight Caribbean and Central American-based companies that accepted
telephone and Internet wagers on sporting events. The individuals were charged
with felonies under the Wire Act, which explicitly prohibits placing sports
wagers over State lines via telephone wire. However, the Wire Act does not
directly identify or address the use of the Internet with its logistical factors
including the question of global borders and jurisdiction as it relates to where
a wager is actually received and/or processed. The common factor in all of the
operators indicted was the fact that all were clearly directly accepting and
booking sports wagers via telephone lines from the U.S. Only one of these
indictments resulted in a trial. Jay Cohen took the matter to trial and was
convicted of seven counts of violating the Wire Act and one count of conspiracy.
Mr. Cohen received a $5,000 fine and a 21-month prison sentence.

Registration Statement                                                 Page 17
<PAGE>


                             NET-FORCE SYTEMS, INC.


In an opinion  authored by District Judge Keenan,  sitting by  designation,  the
court of appeals affirmed. The court of appeals entered its judgment on July 31,
2001 (Pet. App. 1a).

On February 22nd, 2002, Jay Cohen filed a petition for a writ of certiorari to
the United States Court of Appeals for the Second Circuit to review the judgment
of the United States Court of Appeals for the Second Circuit in this case. This
case presents two critical questions as to the scope of the federal conspiracy
statute, 18 U.S.C. ss. 371, and 18 U.S.C. ss. 1084 (the "Wire Act") in the
important context of Internet gambling:

     1. Under the doctrine first set forth in People v. Powell, 63 N.Y. 88
     (1875), the government must prove the existence of a "corrupt
     motive"-generally knowledge of the illegality of the underlying conduct-in
     a prosecution for a conspiracy to commit an act that is innocent in itself
     but forbidden by statute.

     2. Section 1084 of Title 18 prohibits "knowingly" transmitting certain
     interstate "bets or wagers," and it prohibits knowingly transmitting
     information assisting in the placing of bets or wagers unless the
     information is transmitted to and from jurisdictions in which such betting
     is "legal."

Mr. Cohen contends that the common law clearly indicates that a bet takes place
where it is accepted-in Mr. Cohen's case, in Antigua-and that there is a strong
distinction between offers to bet and bets themselves. For instance, in
Lescallett v. Commonwealth, 17 S.E. 546 (Va. 1893), the court held that a bet
"involves a concurrence of wills; that is, there must be an offer to bet made on
one side, and accepted on the other. When the offer is accepted, and not before,
the betting becomes complete. . . . If . . . an offer to bet is telegraphed by a
person in this city to another in New York, and the latter accepts by telegraph,
the betting is done . . . in New York, because the offer, being accepted there,
takes effect there." Id. at 547-48; see also, e.g., McQuesten, 58 A. at 876-77;
Saratoga Harness, 390 N.Y.S.2d at 242. Cf. United States v. Truesdale, 152 F.3d
443, 447-49 (5th Cir. 1998). Based on the above reasoning, Mr. Cohen argues that
the petition for a writ of certiorari should be granted.


The following are excerpts from an article by Fred Faust of Rolling Good Times
Online entitled "U.S. Judge Backs Visa and MasterCard in Internet Gambling
                 ---------------------------------------------------------
Ruling", submitted on March 12, 2001. This article highlights an important
- ------
federal ruling:

More than 11 federal cases against the credit card companies and several of the
issuing banks were consolidated and assigned to Judge Stanwood R. Duval Jr. in
New Orleans. The plaintiffs were people who lost money gambling online. If the
casinos had not accepted credit cards, the plaintiffs argued, they wouldn't have
gambled online. On Feb. 23, (2001) Duval dismissed the cases outright, before
they even got to trial. That's an unusually strong step for a judge, but Duval
ruled that the plaintiffs had no grounds to bring these cases. Perhaps more
significantly, he also ruled that Internet casinos do not violate federal law.
"Plaintiffs in these cases are not victims," the judge stated in his ruling. "At
this point in time, Internet casino gambling is not a violation of federal law."
In an opinion shared by many lawyers, Duval ruled that the 1961 federal Wire
Act, under which telephone and Internet bookmaker Jay Cohen was convicted,
applies only to sports betting and "does not prohibit Internet casino gambling."


CURRENT INTERNET GAMBLING ENFORCEMENT

Senator Jon Kyl released his proposed "Internet Gambling Prohibition Act" on
March 29, 1999. A similar Bill, also proposed by Senator Kyl failed to pass in
1998. The current proposed 28-page Bill attempts to ban most forms of gambling
on the Internet within U.S. borders. There is no prohibition on individuals
placing bets over the Internet, only "gambling businesses" within U.S.
jurisdictions, are proposed to be prohibited. The Bill also outlines several
exemptions, some of which are summarized as follows:

o    The basic proposal states that it shall be unlawful for a person engaged in
     a gambling business to use the Internet or any other interactive computer
     service to place, receive, or otherwise make a bet or wager. The

Registration Statement                                                 Page 18
<PAGE>


                             NET-FORCE SYTEMS, INC.


     significance of the language is that it does not make the act of gambling
     on the Internet illegal. Only gambling businesses based and operated within
     U.S. borders are affected.

o    Penalties for violators include fines in the amount of total wagers
     received, or $20,000, whichever is greater, and jail time of up to four
     years. This is significant and, if approved, will limit new participants.

o    Several types of gambling are exempted. These include fantasy sports
     leagues, state lotteries, and certain activities under the Interstate
     Horseracing Act of 1978.

o    The Bill provides that interactive computer service providers shall have no
     liability for hosting illegal gambling businesses.

In its proposed format, compliance will be difficult to enforce. Therefore, it
seems the Bill will not pass in its current format. Some selected reasons are
summarized below as extracted from "Staking VALUE Early", The RESOURCE
INDICATOR, Vol. 3, No. 15:

o    In testimony before the House Justice subcommittee on crime, Deputy
     Assistant Attorney General Kevin V. DiGregory said the long reach of the
     Internet into people's homes and across international borders creates
     special obstacles for law enforcement. It simply will not be enforceable.

o    Prosecutors will not be able to indict operators of virtual casinos who are
     based legally in other countries. The Deputy Assistant Attorney General
     supported this claim by stating that a foreign national who is operating a
     licensed Internet-based casino in his country will not be violating his
     country's laws if he solicits or accepts bets from Untied States citizens.

o    It is nearly impossible to close off an entire category of content, since
     presently, there is no mechanism to automatically identify and screen out
     types of content from U.S. Internet consumers.

o    In Australia, just seconds away in cyberspace, lawmakers are taking the
     opposite road. Rather than attempting to ban Internet gaming, Australian
     politicians are attempting to regulate online wagering by developing a seal
     of approval that will draw players from unregulated cybercasinos and bring
     new tax revenue to Australia.

o    Other nations, including Sweden, Germany, South Africa, Costa Rica,
     Antigua, the Marshall Islands, and Curacao have already begun licensing and
     regulatory processes for online casino operators.

o    Even if enacted, Michael Mount, deputy press secretary for Senator Kyl,
     said the law will do little to stop an operator who is headquartered
     abroad. "It will be hard to regulate it", he said of the possibility that
     foreign sites might accept bets from inside of the United States. "There is
     nothing the [law enforcement] can do if everything is run over there,
     including the ISP." ("Senate effort to outlaw Internet Gambling may prove
     futile," Knight-Riddler/Tribune News: Wed, May 12, 1999).

The only known federal case against an Internet gambling operator prior to the
March 1998 federal prosecutions involved the Interactive Gaming and
Communications Corporation in Pennsylvania. The company operated a virtual
gambling operation in Grenada, which reportedly handled over $58 million in
wagers. In February 1997, FBI agents seized company records and froze company
assets. ("Can Lawmakers Control Online Gambling?" New York Times, Peter Lewis,
September 22, 1997). The company is also involved in legal issues with the state
Attorney General's Office. No formal charges were filed by the Department of
Justice, although the company eventually sold its gambling assets to a
Canadian-based company.


On March 12th, 2002, a U.S. House panel voted to update the 40-year-old law
banning interstate betting (the Wire Act of 1961) so that it would apply to
fast-growing Internet gambling sites as well. The House Judiciary subcommittee
on crime voted unanimously to approve a measure that would update the Wire Act
of 1961, which bans interstate wagers, so it would clearly apply to the Internet
and other modern communications as well as telephone lines. The bill, which
passed on a unanimous voice vote would allow law enforcement agents to take down
sites found in violation, or stop credit-card payments to sites operating
outside of the country. Goodlatte's bill would allow agents to obtain a court
order requiring credit-card companies and other payment services to cut off
transactions with the sites if they could not be shut down directly.
Fantasy-sports leagues, state lotteries, and off-track betting on horse or dog
racing would not be affected by the bill, which now moves to the full Judiciary
Committee for consideration. This bill, sponsored by Rep. Bob Goodlatte, a

Registration Statement                                                 Page 19
<PAGE>


                             NET-FORCE SYTEMS, INC.


Republican from Virginia, has become known as the Goodlatte bill. A different
Goodlatte-sponsored gambling bill was defeated on the floor of the House in the
summer of 2000.



STATES' ROLES IN INTERNET GAMBLING

Residents in states prohibiting gambling may circumvent anti-gaming laws by
logging into the Internet. Several states have taken the initiative to curtail
Internet Gambling within its borders by taking legal action against the website
operators. In the following section, measures taken by state offices to
prosecute Internet and offshore gambling operations that have transacted
business within their state are summarized.

Nevada - In July 1997, Nevada became the first state to pass a law prohibiting,
and legalizing, Internet gambling. It is a misdemeanor to place a bet from
Nevada over the Internet, regardless of the location of the gambling site. In
addition, the law allows for the prosecution of those accepting bets from Nevada
residents. However, Senate Bill 318 is also the first statute to expressly
allow: "licensed" race and sports books, off-track betting operators and casinos
to accept wagers via the Internet (Rose, J. Nelson, Gambling and the Law,
"Nevada First State to Expressly Prohibit, and Legalize, Internet Gambling,"
(Whittier Law School, Los Angeles, CA), May 12, 1999).


However, on June 4th, 2001, Nevada lawmakers passed Legislation that could make
Nevada the first U.S. State with Internet gambling, which generates more than $1
billion annually for mostly offshore gaming companies. The federal government
has been reluctant to legalize online gambling. State legislators say court
challenges could change Washington's position. The bill moved to Nevada Gov.
Kenny Guinn for his signature after the legislature adopted the measure, which
describes a plan to regulate online gaming. The final legislative branch hurdle
was jumped when the state senate approved the measure by 17 to 4 votes. The bill
calls on Nevada's state gaming control board and state gaming commission to
draft and approve regulations before online gaming begins in the state. The bill
calls for a $500,000, two-year licensing fee for Internet gambling.


Minnesota - The Minnesota Attorney General sued Wager Net Web, a Las Vegas-based
company that was preparing to offer sports betting over the Internet, for
consumer fraud when the company advertised that its service was legal. The
company intended the service to be set up and run by another company located
outside the U.S. Subsequently, the company filed an appeal with the state court
of appeals claiming that the state did not have jurisdiction over the company
since it was not based in Minnesota. In December 1997, a Minnesota state court
ruled that the Attorney General does indeed have jurisdiction to prosecute
Internet gambling companies. (The National Bet, U.S. News Online, Dan McGraw).
The state is seeking a court order to stop the advertising and civil penalties
of at least $25,000. The case reached the Minnesota State Supreme Court, where
on May 8, the same court upheld a lower court's ruling. The court, however, did
not address the issue of whether Internet gambling itself is illegal.

Wisconsin and Missouri - The Coeur d'Adlene Indian Tribe of Idaho, Unistar
Entertainment and Executone Information Systems are being sued by the attorneys
general of Wisconsin and Missouri over the operation of a national online
lottery. The tribe claims that it has the authorization to operate the lottery
under the Indian Gaming Regulatory Act of 1988 since the computer server
operating the games is located on the reservation. The states contend that the
gambler must be physically present on the reservation when gambling as opposed
to using the Internet. The lawsuit seeks injunctions to stop the operation of
the gambling sites in Wisconsin, in addition to fines and consumer restitution
("Wisconsin Sues Over Internet Gambling," The Associated Press, The New York
Times on the Web, September 16, 1997).

Missouri - In May 1998 a Missouri judge upheld a civil lawsuit against
Interactive Gaming and Communication Corporation (IGCC) by the state's attorney
general. IGCC was found to have violated state consumer protection law, fined
$66,000 and ordered to "reject and refuse" all applications by Missouri
residents. When the company accepted wagers by undercover agents in Missouri,
criminal charges were filed against the company's president. The case is still
pending.

We are presently of the view that we are not prohibited from offering our
services and accepting wagers from residents of almost all jurisdictions in the
world. However, Internet gaming is a relatively new activity and some or all of
these jurisdictions may take action to more severely regulate or even prohibit
Internet gaming operations in their jurisdictions. We intend to adopt a
proactive policy of lobbying international jurisdictions, where appropriate, for
purposes of seeking approval of Internet gaming and the regulation of those
activities on a basis that is favorable to us.


Registration Statement                                                 Page 20
<PAGE>


                             NET-FORCE SYTEMS, INC.


In addition to the aforementioned regulations pertaining specifically to gaming,
we may become subject to any number of laws and regulations that may be adopted
with respect to the Internet in general as the Internet becomes widely used.
These laws may cover issues such as user privacy, freedom of expression,
pricing, content and quality of services, taxation, advertising, intellectual
property rights and information security. Furthermore, the growth of online
commerce may prompt calls for more stringent consumer protection laws. Several
states have proposed legislation to limit the uses of personal user information
gathered online or require online services to establish privacy policies. The
Federal Trade Commission has also initiated action against at least one online
service regarding the manner in which personal information is collected from
users and provided to third parties. Management does not contemplate providing
personal information regarding our customers to third parties. However, the
adoption of additional consumer protection laws could create uncertainty in Web
usage and reduce the demand for our products and services.

We are not certain how our business may be affected by the application of
existing laws governing issues such as property ownership, copyrights,
encryption and other intellectual property issues, taxation, libel, obscenity
and export or import matters. The vast majority of these laws were adopted prior
to the advent of the Internet. As a result, they do not contemplate or address
the unique issues of the Internet and related technologies. Changes in laws that
are intended to address these issues could create uncertainty in the Internet
market place. This uncertainty could reduce demand for our services or our cost
of doing business may increase as a result of litigation costs or increased
service delivery costs.

In addition, because our services are intended to be made available over the
Internet in multiple foreign countries, other jurisdictions may claim that we
are required to qualify to do business in that foreign country. We intend to
qualify to do business only in Antigua and Barbuda. Our failure to qualify in a
jurisdiction where it is required to do so could subject us to taxes and
penalties. It could also hamper our ability to enforce contracts in these
jurisdictions. The application of laws or regulations from jurisdictions whose
laws do not currently apply to the business could have a material adverse effect
on the business, results of operations and financial condition.

Our Internet operations and corporate structure are structured in such a fashion
that we do not directly process wagers and facilitate payments of betting
customers, nor do we accept wagers via the telephone on sporting events.
Further, we do not physically operate within the boundaries of the United
States. Therefore, we are of the view that we are not in violation of or
specifically subject to the Wire Act of 1961. However, this may not preclude the
United States or other jurisdictions from initiating criminal or civil
proceedings against us and these proceedings could involve substantial
litigation expense, penalties, and fines. In addition, these proceedings may
divert the attention of our key executives, and may result in injunctions or
other prohibitions against us. These proceedings could have a material adverse
effect on the business, revenues, operating results, and financial conditions.


VIII.  DISCLOSURE
       ----------
The public may read and copy any materials filed with the SEC at the SEC's
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549 and/or
obtain information on the operation of the Public Reference Room by calling the
SEC at 1-800-SEC-0330. In addition, we intend to be an electronic filer and as
such, all items filed by us are available through an Internet site maintained by
the SEC which contains reports, proxy and information statements, and other
information regarding issuers that file electronically with the SEC, which site
is available at http://www.sec.gov. We also maintain an Internet site, which
contains information about the Company. This site is available at
http://www.netforcesystems.com.
- ------------------------------


ITEM 2. DESCRIPTION OF PROPERTY

The Company occupies 240 square feet of commercial office space at Suite #10,
Friars Hill Road, Woods Centre, St. John's, Antigua, West Indies. This office
houses our operations including workstations for four individuals engaged in
customer support, production, marketing, website development, and accounting,
and administration functions. All gaming transaction servers website hosting
facilities are physically housed and maintained by World Gaming's co-location
facilities in Antigua. The building in which we leased space is in the heart of
St. John's and is home to several other Technology and Internet based companies.
This arrangement and proximity to other similar companies is expected to lend
itself well to promoting the Company as being in the right area and on the
leading edge of technology. As well, our offices are in close proximity to

Registration Statement                                                 Page 21
<PAGE>


                             NET-FORCE SYTEMS, INC.


banking services, the post office, money transfer services, courier services,
and other essential business service providers and their offices.

The terms of the Woods Centre office lease are as follows: We lease 240 square
feet through to July 31, 2002 at an annual rent of $8,400 USD. Our lease said
space on a month-to-month basis during the term. We have a renewal option
thereafter of up to five years on terms to be negotiated at the time. It is our
intention to renew the lease at the end of the first year for an extended term.


ITEM 3. INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

We are not aware of any material legal proceedings involving any director,
director nominee, promoter or control person including criminal convictions,
pending criminal matters, pending or concluded administrative or civil
proceedings limiting one's participation in the securities or banking
industries, or findings of securities or commodities law violations. However,
legal bankruptcy proceeding under Canadian law involving Terry Bowering in 1997,
concluded with Mr. Bowering receiving a judicial discharge.


LEGAL PROCEEDINGS

The issuer is not a party to any pending legal proceeding nor is its property
the subject of any pending legal proceeding.


CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

There have been no disagreements on accounting and financial disclosures from
the inception of the Company through to the date of this Registration Statement.
A change of auditors occurred on October 25, 2000. Our initial auditors, Pannel
Kerr Forster of Antigua, agreed to transfer the audit file to HJ & Associates,
L.L.C. of Salt Lake City, Utah, U.S.A.


EXPERTS

The consolidated financial statements of Net-Force Systems Inc. as at October
31, 2001, April 30, 2001and April 30, 2000, appearing in this Registration
Statement have been audited by HJ & Associates L.L.C. with head offices in Salt
Lake City, Utah, U.S.A., independent auditors, as set forth in their report
thereon appearing elsewhere herein, and are included in reliance upon such
report given on the authority of such firm as experts in accounting and
auditing.




















Registration Statement                                                 Page 22
<PAGE>


                             NET-FORCE SYTEMS, INC.


ITEM 4. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following tables set forth certain information regarding beneficial
ownership of our Common Stock as of October 31, 2001 by (i) each person who is
known to us to own beneficially more than 5% of our outstanding Common Stock,
(ii) each of our directors, (iii) executive officers and (iv) all current
directors and executive officers as a group.

<TABLE>
<CAPTION>
     Name and Address                                Amount and Nature            Percent
     of Beneficial Owner                             of Beneficial Owner (1)      of Class
- ------------------------------------------------------------------------------------------
<S>                                                  <C>                          <C>
     Terry G. Bowering                               6,544,830                    40.0%
     #2, Flamboyant Ave.                             beneficial owner (2)
     P.O. Box W-645
     St. John's, Antigua, West Indies
     Chairman,/President/Chief Executive Officer

     Terry G. Bowering                                 500,000                     3.1%
     C/o High Street & Corn Alley                    beneficial owner (3)
     P.O. Box 1679
     St. John's, Antigua, West Indies

     IFG Investments Services Inc.                   6,027,870                    36.8%
     Suite #4 - Temple Building                      beneficial owner (4)
     Main & Princess William St.
     Charelstown, Nevis, West Indies

     Dwight Lewis, Director                             50,000                     0.30%
     Cassada Gardens
     P.O. Box W  386
     St. Johns, Antigua West Indies

     Derek C. Ferguson, Director                        50,000                     0.30%
     512-1238 Seymor St.
     Vancouver, British Columbia, Canada, V6B 6J3

     Trevor Bowering, Director                         200,000                     1.2%
     370 Cedar Meadow Drive
     Regina, Sask.
     Canada S4X 3J5

     All Directors & Executive Officers
     And control persons as a Group (5 persons)     13,272,700                    81.7%

     Total shares outstanding                       16,906,333                   100%
- ---------------------------------------
(1)  No member of Management has the right to acquire within sixty days through
     options, warrants, rights, conversion, privilege or similar obligations any
     security of the Company.
(2)  Geneva Overseas Holdings Ltd., of which Terry G. Bowering is beneficial
     owner, enjoys legal ownership of said securities.
(3)  JPKT Metro Investment Corporation, of which Terry G. Bowering is a
     beneficiary, enjoys legal ownership of said securities.
(4)  IFG Investments Services Inc., of which Kevin C. Mellor is beneficial
     owner, enjoys legal ownership of said securities.
</TABLE>

Note: The table does not reflect the stock options that may be granted to
Employees, Officers, Directors or Consultants nor does it reflect the warrants
offered.


CHANGES IN CONTROL

Management is not aware of any arrangements, which may result in a change of
control of the issuer.



Registration Statement                                                 Page 23
<PAGE>


                             NET-FORCE SYTEMS, INC.


ITEM 6. EXCHANGE CONTROLS AND OTHER LIMITATIONS AFFECTING SECURITY HOLDERS

(a) There are no governmental laws, decrees, or regulations in Antigua and
Barbuda under the "Act" that restrict the export or import of capital of the
registrant as an exempt corporation under the "Act". Section 280 of The
International Business Corporations Act, 1982, Antigua and Barbuda, states the
following with respect to exchange controls:

"280. The income, profits, gains and other revenues, and the funds and
securities of an exempt corporation that are generated, acquired or managed in
the course of the international trade or business of the exempt corporation are
exempt from the Exchange Control Ordinance; and, unless the exempt corporation
is a resident, the income, profits, gains, and other revenues of the exempt
corporation are also exempt from that Act."

(b) There are no limitations on the right of nonresident or foreign owners to
hold or vote the securities to be registered in this filing by the registrant
company either under the "Act" or by charter or other constituent document of
the registrant.


ITEM 7. TAXATION

United States security holders of the registrant company are not subject to
taxes or withholding provisions. Sections 271- 274 of the International Business
Corporations Act, 1982, Antigua and Barbuda, Division G: Special Taxation
Provisions detail the relevant tax provisions under the Act.

Section 271, "Exempt corporations" states the following:

"For the purposes of this Division, an exempt corporation shall mean any
corporation formed or continued under this Act."

Section 272, "Exemption from tax" states the following:

(1)  No income tax, capital gains tax, or other direct tax or impost may be
     levied in Antigua and Barbuda upon the profits or gains of an exempt
     corporation, in respect of the international trade and business it carries
     on from within Antigua and Barbuda.

(2)  No income tax, capital gains tax, or other direct tax or impost may be
     levied in Antigua and Barbuda in respect of any securities or assets of an
     exempt corporation that are beneficially owned by an exempt corporation or
     by a person who is not a resident.

(3)  No estate, inheritance, succession or similar tax or impost may be levied
     in Antigua and Barbuda in respect of any securities or assets of an exempt
     corporation that are beneficially owned by an exempt corporation or by a
     person who is not a resident.

(4)  No tax, duty or other impost may be levied upon the increment in value of
     the property, or other assets in Antigua and Barbuda or elsewhere of an
     exempt corporation other than upon such of them as are distributed to
     residents.

Section 273, "No assets transfer tax".

(1)  No tax, duty or other impost may be levied upon an exempt corporation, its
     security holders or transferees in respect of the transfer of all or any
     part of it's securities or other assets to another exempt corporation or to
     a person who is not a resident.

(2)  When an exempt corporation or a person who is not a resident transfers
     securities or assets of an exempt corporation that are held by that exempt
     corporation, or person to another exempt corporation, or to another person
     who is not a resident, the transfer is exempt from the payment of any tax,
     duty, or other impost thereon.

(3)  No income tax or capital gains tax, and no other direct tax or impost, may
     be levied or collected in Antigua and Barbuda, in respect of any dividends
     interests or other returns from any securities, deposits or borrowings of
     an exempt corporations or any assets managed by the exempt corporation if
     the dividends, interest or other returns are in respect of securities,
     deposits, borrowings or assets beneficially owned by another exempt
     corporation, or a person who is not a resident; but the onus of
     establishing ownership, lies upon the exempt corporation holding or
     managing the deposits, borrowings or assets.

Registration Statement                                                 Page 24
<PAGE>


                             NET-FORCE SYTEMS, INC.


Section 274, "Withholding tax and report"

(1)  Notwithstanding, any provision of the Income Tax Ordinance, but subject to
     subsection (2), no exempt corporation need withhold any portion of any
     dividend, interest or other returns, payable of any person in respect of
     any borrowings of the exempt corporation from that person or in respect of
     securities of the exempt corporation held by that person.

(2)  All dividends interest or other returns attributable to the securities of,
     or the management of, assets by an exempt corporation that are payable to a
     resident who is known to be a resident, by the exempt corporation or who,
     with the exercise of reasonable care by the exempt corporation, could be
     known by him to be a resident, must be reported to the Commissioner of
     Inland Revenue by the exempt corporation.

Section 276 of the Act, "Duration of tax exemption" states the following:

"Any tax exemption provided under this Act, shall continue in effect for a
period of fifty years from the date of incorporation of the exempt corporation."

There is no reciprocal tax treaty in existence between the United States and
Antigua and Barbuda regarding withholding taxes.


ITEM 8.     SELECTED FINANCIAL DATA

Selected Financial Data

Set forth below is certain selected consolidated financial data of the Company
for the April 30, 2001 and April 30, 2000 year-ends. The selected financial
information is derived from the Company's audited consolidated financial
statements for the period. The company's consolidated financial statements are
prepared in accordance with US GAAP. The information set forth below should be
read in conjunction with Management's Discussion and Analysis of Financial
Condition and Results of Operations.


SUMMARY OF OPERATIONS (audited)
Stated in US Dollars                         2001          2000          1999
                                            ------        ------        ------
Sales                                      318,490         1,399           -
Gross Profit                               100,721           (78)          -
Loss from operations                      (406,798)     (355,681)       (6,493)
Other Income and Expenses                  (77,799)      (41,685)          -
Net Loss                                  (484,597)     (397,366)       (6,493)
Basic Loss Per Share                         (0.07)        (0.05)        (0.00)
Weighted Average Number of Shares        7,171,233     8,500,000     5,899,999

Total Assets                               269,194       221,512        33,507
Total Current Liabilities                 (773,554)       39,181         4,500
Long Term Debt                            (178,596)      550,690           -
Total Liabilities                         (952,150)      589,871         4,500
Common Stock                                 7,500         8,500         8,500
Paid in Capital                            198,000        27,000        27,000
Accumulated deficit                       (888,456)     (403,859)          -
Total Stockholders Equity                 (682,956)     (368,359)       29,007
Total Liabilities and Shareholders
 Deficit                                   269,194       221,512        33,507



Eastern Caribbean and US Dollar Exchange Rates
- ----------------------------------------------

On March 22, 2000, the company received the following clarification from the
Director of Banking & Monetary Operations, Eastern Caribbean Central Bank,
Basseterre, St. Kitts, West Indies:

Registration Statement                                                 Page 25
<PAGE>


                             NET-FORCE SYTEMS, INC.


"The Eastern Caribbean dollar is pegged to the United States Dollar rate of
2.70. This rate has remained unchanged for several years and therefore is the
average exchange rate for the Eastern Caribbean Dollar to the United States
Dollar for the past five years."

All revenues are received in US Dollars. In addition, all marketing and
advertising expenditures and equipment of a material nature, are transacted in
US Dollars. Normal monthly office overhead expenses that include office rent,
leasehold improvements, utilities, bandwidth charges, and local salaries are
conducted in the EC Dollar.

Dividends

The company has not paid any cash dividends since its inception. The Company
does not intend to pay any cash dividends in the foreseeable future, but intends
to retain earnings, if any, for use in its business operations.


ITEM 9. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
        OPERATION

I.   PLAN OF OPERATIONS
     ------------------

A.   Revenues and Financing
     ----------------------


Our principal source of revenue is generated from its operating subsidiary,
Netforce Entertainment, Inc.  Netforce Entertainment Inc. is a gaming company,
which oversees Internet wagering websites. It is anticipated that the Internet
will continue to become more accessible and that the market opportunities for us
will continue to expand. This tremendous growth will also attract many potential
new competitors. In order to maintain revenue growth, we intend to expand the
content and to improve the services on its Internet websites on a global basis,
as well as researching and developing other projects that will utilize its
existing facilities and expertise.

Revenue Generation Process. Revenues for the Company are generated each time a
customer makes a wager on the website. Net monthly revenues are calculated as
the total dollar amount wagered by customers in the virtual casino and/or the
sportsbook wagering web-site less winnings by customers in the virtual casino
and/or sportsbook wagering web-site for a given calendar month. The software
royalty fee and transaction processing fees are included in the cost of sales.
Transaction processing fees consist of credit card discount fees of 5.50% per
deposit, $1.60 per transaction, $5.00 fee for each check processed, and a $25.00
fee to process each credit card chargeback. As well, deposit bonus credits used
to encourage customer deposits are also included in cost of sales. See Exhibit
10.1, Software License Agreement, Section 2.3 Financial Transactions, and
Schedule A.

Netforce Entertainment Inc. does not directly process player deposits and
winnings. Electronic Financial Services Caribbean, Inc., the transaction
processing subsidiary of World Gaming, is under contract to Netforce
Entertainment to process all deposits and credits on behalf of the Company's
gaming websites. Daily online activity reports of all financial transactions are
produced by Electronic Financial Services Caribbean, Inc. These reports include
an account summary and an exposure report. The account summary details dollar
amounts deposited and withdrawn for each individual customer account for the
date queried. The exposure report provides an actual detailed breakdown of the
total dollar amounts wagered (i.e., total bets) and total winnings (i.e.,
payouts to winners of successful wagers) by each specific casino game played and
by each sports wagering type and event. The net amount (i.e., wagers less
payouts) is recognized as revenue. Electronic Financial Service Caribbean, Inc.
produces a monthly summary report of total net monthly revenue (i.e., total
dollar amount wagered less winnings) less transaction processing fees less
calculated software licensing fees (i.e., a percentage of net revenues
calculated according to the terms of the Software Licensing Agreement attached
hereto as an Exhibit).


We have been funded to date through debt financing from private arm's length
lenders. The Company has secured approximately $495,000 US through debt
financing. The sum was received by us pursuant to a note payable dated July 13,
1999 payable to Mountain High Management Inc. The loan was unsecured, with
interest at the rate of 15% per annum and was due on July 29, 2001. The Company
received the sum on or about July 13, 1999.

On June 1, 2000, pursuant to Regulation S, the Board authorized the issuance of
2,500,000 Units comprised of one (1) $0.001 par value common stock and one (1)
warrant that allows the holder to purchase one (1) share of the Company's $0.001

Registration Statement                                                 Page 26
<PAGE>


                             NET-FORCE SYTEMS, INC.


par value common stock at an exercise price of $2.00 per share, to be exercised
no later than December 31, 2002 after which the warrants would become null and
void. Each Unit was offered at the price of $0.10. This offering was sold out on
or about June 30, 2000.

Subsequent to the due date of July 13, 2001, the promissory note was acquired
from Mountain High Management Inc. by IFG Investments Inc. On September 15,
2001, Netforce Systems Inc. entered into an agreement with IFG Investments Inc.
to convert the total principal and accrued interest on the note to equity at a
value of $0.10 per share for a total of 6,027,870 shares issued. Related-party
unsecured shareholder loans with an interest rate of 8.0% made by Geneva
Overseas Holdings Ltd. totaled $208,121 as at September 15, 2001. Geneva
Overseas Holdings Ltd. is controlled by the President of Net-Force Systems Inc.,
Terry G. Bowering. On September 15, 2001, Net-Force Systems Inc. entered into an
agreement with Geneva Overseas Holdings Ltd. to convert the principal plus
accrued interest of $214,483 of the loan to equity at a share value of $0.10 per
share for a total of 2,144,830 shares issued. On November 20, 2000, Net-Force
Systems Inc. issued a promissory note for $50,000 with interest rate of 8.0% to
Low Tide Investments Inc. On September 15, 2001, Net-Force Systems Inc.
converted the loan payable plus accrued interest to Low Tide Investments Inc. to
equity at a value of $0.10 per share for a total of 533,333 shares issued. (See
Financial Statements, Note 5 - Material Events).

Management believes that the reduction of this total debt burden combined with
existing cash resources and ongoing revenues from operations will enable the
Company to meet its financial obligations for the next 12 months. No assurance
can be given that revenues from gaming activities and/or proposed secondary
revenues will enable us to meet our financial obligations. As such, we may
solicit and arrange for additional debt financing from private arm's length
lenders in the event existing financing and revenues do not meet our financial
obligations. In addition, we may consider raising additional equity financing
through the sale of common stock of the Company through private placements to
sophisticated investors. The combination of existing financing, expected
revenues from operations and additional debt and/or equity financing is intended
to provide us with sufficient operating capital for a period of approximately
two years.

Historical Expenditures. Historical expenditures up to the period ending October
31st, 2001 have consisted primarily of organizational/set-up costs such as
office leasehold improvements and security deposits for rent, utilities, and
licenses as well as accounting/auditing and legal services. Monthly expenditures
for office overhead included rent, utilities, salaries, and marketing
expenditures.

Payments to be made to World Gaming for the gaming software are comprised of the
following 2 components:

     1.   Payment for the software: a one-time US$100,000 fee for the set-up and
          ---------------------------------------------------
          configuration. This fee includes all future versions and upgrades of
          the software at no additional cost.

Actual payments made by Netforce Systems Inc. to Softec Systems to date consist
of a deposit of US$ 10,000.00 upon the signing of the software agreement. This
payment was the first installment of the total US$100,000.00 one-time software
set-up and configuration fee. The balance of payments as detailed in the
software agreement called for the balance of US$90,000 to be paid in monthly
installments @ US$10,000 until fully paid. The payment schedule for the software
commenced on the date of `live' operations, the design and testing of the gaming
website is complete and the first wager. That date was April 7th, 2000.

     2.   Ongoing royalty payments to World Gaming consisting of a percentage of
          ----------------------------------------
          the net revenue generated on a monthly basis. As detailed in the
          software agreement, these payments will begin upon commencement of
          live operations of the gaming website. The schedule of royalty
          payments payable to World Gaming as detailed in Schedule "A" of the
          software agreement is as follows:

          *Net Monthly Revenue (US$)              Royalty Fee Payable
          --------------------------              -------------------
          0 to < or = $500,000                             25%
          $500,000 to < = $1,000,000                       20%
          $1,000,000 to < = $5,000,000                     15%
          $5,000,000 < = $10,000,000                       12.5%
          $10,000,000 plus                                 10%

          *Net Monthly Revenue is calculated as the total dollar amount wagered
          in the virtual casino and/or the sportsbook wagering site LESS
          winnings in the virtual casino and/or sportsbook wagering site LESS
          transaction processing fees, for a given calendar month.

Registration Statement                                                 Page 27
<PAGE>


                             NET-FORCE SYTEMS, INC.


     3.   Payment Processing Agreement: Section 2.3.1 of the software agreement
          ----------------------------
          states: "Softec shall provide a transaction processing system that
          will allow the licensee's customers to deposit funds for use of the
          Games (the "Transaction Processing System")."  Deposits are made
          electronically by Visa or Mastercard credit cards and by other methods
          such as bank wire transfer and bank draft. This transaction processing
          system is provided by Electronic Financial Services Caribbean Inc.,
          wholly owned subsidiary of World Gaming. Electronic Financial Service
          Caribbean, Inc. will also facilitate payouts of winnings for the
          licensee by processing credits to credit cards and by bank draft.


As stated, actual cost to the company for payment processing include transaction
fees of 5.50% and a flat fee of US$1.60 per transaction. As well, there is a
monthly 10% rolling reserve held which is rolled back to the licensee after 180
days. This deposit reserve is required to offset any credit card chargebacks
that may occur. Finally, there is a US$5.00 charge for each bank draft that is
processed for payouts of winnings.

The only significant trends in expenditures in this industry of note, relate to
marketing expenditures and its direct relationship with net revenues generated.
Marketing expenditures are a variable cost, so it is anticipated that as these
expenditures are increased revenues will respond as a direct result, further
enhancing the company's liquidity. It is important to note that the revenues
generated are entirely of a cash nature as no credit is extended to customers.
Therefore since there are no customer receivables generated of a material
nature, there is no need to establish an allowance for doubtful accounts. Any
accounts receivable carried on the balance sheet consists of monthly net
revenues payable by Electronic Financial Services Caribbean Inc. and World
Gaming Plc. Typically net revenue is due and payable at month-end but not
actually paid until the 15th of the following month. As was stated in the
previous paragraph, EFS Caribbean Inc., the credit card transaction processor,
maintains a 10% rolling reserve hold on credit card deposits on behalf of the
company. These reserved funds are released after a 180-day period on a monthly
rolling basis. EFS had increased the rolling reserve to 10% of deposits from 5%
to allow for a slightly increased level of credit card chargebacks
industry-wide.

For the six-month period ended October 31st, 2001, there was a 66% decrease in
General and Administrative expenses. This is a result of our efforts to
substantially reduce overhead expenses over the last twelve months. This
included not renewing the original office lease which ended November 30, 2000.
The office was moved to a smaller facility that resulted in a reduction of the
office lease commitment as well as a reduction in Internet service and telephone
and general utility requirements and expenses. We eliminated four non-essential
employees and wages. Travel and entertainment expenses have also declined over
the last six to twelve months. Overall advertising and marketing expenditures
have decreased as we are focused on more cost-effective methods to drive traffic
and new customer signups to our web-sites. We continue to develop our affiliate
base and rely on that network to drive traffic and new customer signups. We are
also increasingly focused on customer retention strategies such as weekly
internal customer promos, weekly newsletters providing each week's schedule of
sporting events, industry and sports news, sports scores, and general updates
regarding site changes and soliciting customer feedback to maintain interest and
generate customer referrals.

Our gross margin tends to fluctuate from period to period. There are two primary
factors that influence our cost of sales which in turn affects the gross margin
from period to period. First, we use deposit bonus credits in promotions in
order to generate new member signups and to encourage customer deposits. Bonus
credits given are typically 10% to 20% of the customer's deposit and will vary
from period to period depending on the promotion and season of the year. Higher
deposit bonus credits result in a higher cost of sales. Second, the credit card
charge back rate varies from period to period which can adversely affect the
gross margin. We have experienced a higher rate of credit card chargebacks in
the most recent six-month period as compared to the six-month period ended
October 31st, 2000, contributing to the cost of sales. However, as a result of
more efficient fraud controls undertaken by the transaction processor,
Electronic Financial Services Caribbean Inc. However, the most recent financial
quarter showed a much lower rate of credit card chargebacks than the first three
months of the period.



B.   Operations for the Next Twelve Months
     -------------------------------------
Our primary on-line wagering website, www.aogaming.com, went live on the
                                      ----------------
Internet on April 7th, 2000. Since that time, the Web site has gone through
several changes, re-designs, and upgrades as management had deemed necessary as
a result of evolving customer needs and competitive influences. We intend to
hire additional product, marketing, website and graphic design personnel over
the next twelve months as is deemed necessary by management. From player data
obtained from the websites during the first twelve to fifteen months of
operations, we plan to make adjustments to the operations as is deemed necessary
by management.


Registration Statement                                                 Page 28
<PAGE>


                             NET-FORCE SYTEMS, INC.



The tighter controls on administrative expenses cited in A. Revenues and
Financing above, will positively affect future operations by allowing us to
re-invest the additional cashflow into advertising and marketing strategies to
further drive growth and ultimately, profitability.



C.   Balance Sheet Data
     ------------------
<TABLE>
<CAPTION>
                                 At Oct.31,2001    At April 30,2001    April 30, 2000
                                 --------------    ----------------    --------------

<S>                                  <C>                <C>               <C>
Total Assets                         294,798            269,184           221,512
Shareholders' Equity (deficit)       154,280           (682,956)         (368,359)
</TABLE>


D.   Liquidity and Capital Resources
     -------------------------------
Funding for the next year will be derived from current cash resources and
expected revenues from ongoing operations. However, to fuel the growth of the
company through the funding of marketing expenditures, we may seek further
funding in the form of a promissory note combined with the issuance of
additional stock from our treasury. The company anticipates revenues from
operations will provide sufficient cash flow to supplement existing current cash
resources to allow the company to adequately cover all overhead expenses over
the balance of the calendar year 2002. Because of the very nature of the
Internet, our company operates and delivers its service with relatively low
fixed overhead costs. The material variable cost factor is marketing
expenditures, which in turn drives revenues.

During the most recent financial quarter, an agreement was reached whereby the
promissory note issued by Netforce Systems, Inc. to Mountain High Management,
Inc. on July 15, 1999 was swapped for equity. IFG Investments, Inc. reached an
agreement with Mountain High Management, Inc. to purchase the note at a
discount. IFG then approached Netforce Systems, Inc. with a proposal to convert
the note to equity. On September 15, 2001, under an agreement between the
company and IFG Investments, Inc., the principal plus accrued interest on the
note was converted to equity at a value of $0.10 per share. Also on September
15, 2001, Net-Force Systems Inc. entered into an agreement with Geneva Overseas
Holdings Ltd. to convert the principal and accrued interest of its related party
shareholder loan to equity at a share value of $0.10 per share. In addition, on
September 15, 2001, Net-Force Systems Inc. converted a loan payable to Low Tide
Investments Inc. to equity at a value of $0.10 per share. Management believes
that these transactions substantially increases our liquidity and reduces the
financial risk for our company by effectively eliminating the long-term debt on
our balance sheet. (See Financial Statements, note 5-Material Events).

Initially, the software license fee agreement booked on the balance sheet as a
current payable, (net payable = $90,000), was payable in monthly installments of
US$10,000 per month until the balance of $100,000 was fully paid. The first
payment of the balance was to commence 90 days from the date of commencement of
live operations. We negotiated an agreement to have the balance of payments
waived as compensation for the failure of its software provider (Starnet Systems
International), to deliver on promised software upgrades and support services.

As of April 7, 2000, Netforce Entertainment, Inc. launched its primary online
gaming site Antigua Online Gaming at www.aogaming.com. The gaming website has
                                     ----------------
grown steadily from that date. However, to continue to grow our gaming websites'
customer traffic, member base, and revenues, we will need to increase our
investment in marketing expenditures. We may therefore find it necessary to
raise additional funds as is deemed necessary by management through private
placements of stock issued out of our treasury to individuals or corporations
who have expressed interest in obtaining stock in the Company.


E.   Material Commitments for Capital Expenditures
     ---------------------------------------------
Material commitments for capital expenditures as of the end of the latest
interim period consisted of computer hardware and office furniture and equipment
(desks and chairs), and office leasehold improvements. The office and computer
hardware specifically included personal computers, printers, fax machines, and
backup power supply units, which maintain operation of the electronic office
equipment during short power outages.

Registration Statement                                                 Page 29
<PAGE>


                             NET-FORCE SYTEMS, INC.


The purpose of these capital expenditure commitments was to establish a
corporate and administrative office for the company. From this office, the
company conducts web-site design, marketing, customer service support services
for the company's websites. The company also manages corporate communications
and investor relations from this office. The company maintains access to the
Internet, which requires personal computers, communications hardware and
software, and backup power supply units. All of the above commitments were
settled in full payment from cash resources made available from the initial
share issuances and from the proceeds from the promissory note. The details of
the note are provided in the financial statements and in the body of the
registration statement.

As stated, the major capital expenditure for software was US$100,000 payable to
Starnet Systems International (formerly Softec Systems). An initial payment of
US$10,000.00 was paid upon execution of the agreement leaving a balance of
US$90,000.00 payable upon completion of the configuration/design of the software
and commencement of live operations. The balance was negotiated to zero as a
result of a compensation agreement with Starnet Systems International.


F.   Material Commitments for Resources
     ----------------------------------
As already stated, the only material commitment of resources anticipated over
the next year will be marketing expenditures. Being a variable cost, marketing
and advertising expenses are controlled by management. There will be no
additional material capital expenditures necessary over the next year.

Given that the product delivery process utilizes the Internet, overhead expenses
are kept at a minimal level, as an increase in customer base and revenues does
not necessarily require incremental investment in personnel or equipment. The
customer service function and transaction processing system; as well as
web-hosting costs are absorbed by World Gaming as outlined in the software
agreement. After the one-time set-up fee is accounted for, the cost of the
software to the company on an ongoing basis is a variable cost (percentage of
monthly net revenues).

Any material commitments of resources and normal monthly operating expenses over
the next year will be funded from a combination of existing cash resources, cash
flow generated from anticipated proceeds from an additional financing. This
additional financing, if necessary, may consist of a combination of equity
financing and issuing a promissory note with a possible convertible equity
component attached.


G.   Impact of Inflation
     -------------------

The Company believes that inflation will not materially affect its business.


H.   Year 2000 Risks and Compliance
     ------------------------------

The Year 2000 issue did not in any way adversely affect us. We experienced no
negative affects in the three of the potential areas of its computer systems
that it identified as potential for risk; its internal systems, its third-party
providers of computer systems, and the general infrastructure of the Internet.


ITEM 9A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK


I.   QUANTITATIVE INFORMATION ABOUT MARKET RISK
     ------------------------------------------

          Not Applicable


II.  QUALITATIVE INFORMATION ABOUT MARKET RISK
     -----------------------------------------

          Not Applicable

Registration Statement                                                 Page 30
<PAGE>


                             NET-FORCE SYTEMS, INC.


ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

I.   DIRECTORS AND EXECUTIVE OFFICERS
     --------------------------------

Terry G. Bowering
- -----------------
Chairman, President and Chief Executive Officer
- -----------------------------------------------
# 2, Flamboyant Avenue
P.O. Box W-645
St. John's, Antigua, West Indies

DOB:  August 30, 1960 (Age 41)
Regina, Saskatchewan, Canada

Terry G. Bowering, B.Admin, M.B.A.

Mr. Bowering brings over fifteen years of experience in business management. Mr.
Bowering has considerable experience in both large corporations and
entrepreneurial enterprises and is qualified in the areas of business
development, finance, information systems, marketing, and sales. From January
1998 until his resignation June 20, 1999, Mr. Bowering was Vice President,
Offshore Operations for Starnet Communications International Inc., a Delaware
corporation, which is a fully reporting issuer on the NASD OTC:BB. Described as
being the "Microsoft of Internet Gaming", Starnet Communications International,
Inc., now World Gaming, is one of the world's leading Internet Gaming Software
providers. Mr. Bowering was instrumental in establishing and developing offshore
operations and foreign government relations for World Gaming in Antigua and for
establishing worldwide offshore banking relationships in concert with the
corporate development of World Gaming's subsidiaries, Electronic Financial
Services Caribbean Inc. and its group of International companies. Mr. Bowering
has been interviewed and quoted in the International press including FOX TV,
COMPUTER WORLD MAGAZINE, SHIFT MAGAZINE, TIME MAGAZINE (Atlantic Edition), and
ESPN, specifically on the subject of offshore Internet Gaming. From 1996 to
1998, Mr. Bowering was an Investment Advisor, Vancouver office, with Levesque
Securities Inc., a major Canadian brokerage firm. From May 1992 to June 1996,
Mr. Bowering was a financial analyst with the Asset Management Group Dept. of
Crown Life Insurance in Regina, Saskatchewan, Canada.

Mr. Bowering holds a Bachelor of Administration in Finance from the University
of Regina, and a Master of Business Administration with a concentration in
Strategic Management from the University of Saskatchewan. Mr. Bowering resides
in Antigua, West Indies.

Mr. Bowering was appointed to the above positions on March 1, 1999 to serve
until his successor has been elected and qualifies.

Dwight Lewis
- ------------
Director
- --------
Cassada Gardens
P.O. Box W-386
St. John's, Antigua, West Indies

DOB: May 24, 1961 (Age 40)
St. Lucia, West Indies

Dwight Lewis, MA, BSc.

Mr. Lewis is presently engaged as a Financial Consultant to Hanson International
Investment Services Ltd., an investment advisory organization. He also is
Managing Director of Mahaut Ltd., a corporation that provides offshore financial
services to its clients. Most recently Mr. Lewis was engaged as a Financial
Consultant and Interim Manager of RYO International Corporation and SAGA
Corporation, which were eventually merged to form International Data Processing.
This corporation owns and operates a number of Internet Casinos based and
licensed in Antigua. On behalf of the corporation's overseas principals, Mr.
Lewis was responsible for establishing these operations from conception to live
operation, having dealt with all aspects of the company's operations and
providing ongoing management and supervisory services.

Registration Statement                                                 Page 31
<PAGE>


                             NET-FORCE SYTEMS, INC.


From 1992 to 1997, Mr. Lewis was employed with the Bank of Antigua Ltd. as a
Senior Manager dealing with management of the investment portfolio and general
supervision of all bank operations. From 1988 to 1992, Mr. Lewis was employed
with the Eastern Caribbean Central Bank, located in St. Kitts, as a Senior Bank
Examiner. This entailed general supervision of commercial banking activities in
all member banks of the Eastern Caribbean Central Bank. From 1986 to 1988, Mr.
Lewis worked as a Budget Analyst with the Ministry of Finance, Government of St.
Lucia, and with Barclays Bank, St. Lucia, from 1980 to 1983.

Mr. Lewis graduated from the University of West Indies, Cave Hill Campus,
Barbados, with a Bachelor of Science Degree in Economics and Management. Mr.
Lewis also attended the University of Sheffield, Management School, England,
where he obtained an MA in Banking and International Finance. Mr. Lewis resides
in Antigua, West Indies.

Mr. Lewis was appointed to the position of Director on December 20, 1999 to
serve until his successor has been elected and qualifies.

Derek C. Ferguson
- -----------------
Director
- --------
512-1238 Seymor St.
Vancouver, B.C., V6B 6J3 Canada

DOB: August 12, 1972 (Age 30)
Vancouver, Canada

Derek C. Ferguson, B.Comm

Mr. Ferguson advises on and oversees technical and systems-related issues and
initiatives for Netforce Systems Inc. Mr. Ferguson is presently a Director and
Chief Operations Officer for eTunnels Inc., a Delaware corporation that delivers
mass-market and corporate virtual private networking solutions over the
Internet.

From April 1998 to October of 1999, Mr. Ferguson acquired in-depth experience in
the online gaming industry in his role as Senior Systems Administrator for
Starnet Communications International Inc., an International Internet Technology
company. Starnet is recognized as the world's leading Internet Gaming Software
provider. In addition to providing technical design and maintenance leadership
for the Systems Administration department, Mr. Ferguson redesigned its systems
infrastructure to dramatically improve the reliability and scalability of
Starnet's Internet services. Mr. Ferguson was also Network Manager for I.D.
Internet Direct Ltd., a division of Look Communications Inc., a publicly traded
Canadian company operating in the fields of broadcast distribution services and
Internet solutions. At Internet Direct, Mr. Ferguson directed technical design
and support operations for their national consumer dial and corporate broadband
services, helping to grow the service to 35,000 subscribers. Mr. Ferguson
received his Bachelor of Commerce degree with a concentration in Management and
Information Systems (MIS) from Dalhousie University, Halifax, Canada. Mr.
Ferguson resides in Vancouver, Canada.

Mr. Ferguson was appointed to the position of Director on September 10, 2001 to
serve until his successor has been elected and qualifies.

Trevor L. Bowering
- ------------------
Director
- --------
370 Cedar Meadow Drive
Regina, Saskatchewan, Canada, S4X 3J5

DOB: March 14, 1959  (Age 42)
Regina, Canada

Trevor L. Bowering - Technical Consultant

Mr. Bowering has been employed in the telecommunications field with SaskTel for
over 22 years. With assets of over $1.2 billion, SaskTel has been in operation
for 90 years and provides a full range of hi-tech communication solutions for
more than 454,000 business and residential customers worldwide. SaskTel is a
crown corporation, wholly-owned by the province of Saskatchewan, Canada, and a
world leader in providing the latest technological and software solutions
telecommunications expertise as well as Internet and Interactive services. Mr.
Bowering currently manages SaskTel's Local and Long-distance switching network

Registration Statement                                                 Page 32
<PAGE>


                             NET-FORCE SYTEMS, INC.


including DMS100's, DMS200, STP, DC Power Plants, Operator Services,
Interexchange Carriers (Telus, ATT, Bell, Nexia), 911, Mobility (cellular),
CCS7, and Network Management. He personally oversees a staff of staff of 39
Trunking and Switching Technicians responsible for installing, maintaining and
trouble shooting on a 24/7 basis. SaskTel's entire high-speed Internet system
interfaces to its customers via this Switching equipment. Mr. Bowering and his
staff have been on assignment with SaskTel International in England, Italy,
Spain, Chile, Belgium, and France. Mr. Bowering currently resides in Regina,
Saskatchewan, Canada.

Mr. Bowering was appointed to the position of Director on August 15, 2001 to
serve until his successor has been elected and qualifies.


II.  FAMILY RELATIONSHIPS
     --------------------

Among directors, executive officers or persons nominated or chosen by the
Company to become officers or executive officers, a family relationship exists
between Chairman and President Mr. Terry G. Bowering and Director Trevor L.
Bowering.


III. INDEMNIFICATION OF DIRECTORS AND OFFICERS
     -----------------------------------------

Article VIII of the Company's Articles of Incorporation read as follows:

INDEMNIFICATION. The Corporation shall indemnify any and all of its Directors,
officers, employees or agents or former Directors, officers, employees or agents
or any person or persons who may have served at its request as a Director,
officer, employee or agent of another company, partnership, joint venture, trust
or other enterprise in which it owns shares of capital stock or of which it is a
creditor, to the full extent permitted by law. Said indemnification shall
include, but not be limited to, the expenses, including the cost of any
judgments, fines, settlements and counsel's fees, actually and necessarily paid
or incurred in connection with any action, suit or proceeding, whether civil,
criminal, administrative or investigative, and any appeals thereof, to which any
such person or his legal representative may be made a party or may be threatened
to be made a party by reason of his being or having been a Director, officer,
employee or agent as herein provided unless such action, suit or proceeding is a
result of the Director, officer, employee or agent's own negligence or illegal
action. The foregoing right of indemnification shall not be exclusive of any
other rights to which any Directors, officer, employee or agent may be entitled
as a matter of law or which he may be lawfully granted.

In addition, Section 97 of The Antigua and Barbuda International Business
Corporations Act, 1982 indicates that the foregoing provisions shall not
eliminate or limit the liability of a director to the corporation or to its
shareholders for monetary damages for any breach of the director's duty of care
to the corporation or to its shareholders, acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, improper
corporate distributions, or any transaction from which the director directly or
indirectly derived an improper personal benefit.


ITEM 11. COMPENSATION OF DIRECTORS AND OFFICERS

In the fiscal years ended April 2000 and April 2001, our Chairman, President and
Chief Executive Officer, Terry G. Bowering, received a salary of $52,000 and
$38,000, respectively. Mr. Douglas Bolen, acting as Secretary and Director,
received a salary of $18,000 during the fiscal year ended April 2000 and in the
fiscal year ended April 2001. In the current fiscal year, Mr. Bowering is not
receiving a salary but is reimbursed for business travel expenses. Currently, no
other Directors or Officers are receiving a salary. The members of our Board are
reimbursed for actual expenses incurred in attending Board meetings. There are
no other arrangements for compensation to the Board of Directors' members.

There are no written employment contracts or agreements with any executive
officers or contract employees. Employee salaries are set by the Members of the
Board of Directors.


Registration Statement                                                 Page 33
<PAGE>


                             NET-FORCE SYTEMS, INC.


ITEM 12. OPTIONS TO PURCHASE SECURITIES FROM REGISTRANT OR SUBSIDIARIES

To date, we have not authorized the issuance nor granted any Employee Stock
Options pursuant to a Non-Qualified Stock Option Plan to any Officers,
Directors, Consultants, or Employees.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

A related party transaction took place between Geneva Overseas Holdings Ltd. and
Net-Force Systems Inc. Geneva Overseas Holdings Ltd. is controlled by the
President of Net-Force Systems Inc., Mr. Terry G. Bowering. Geneva Overseas
Holdings Ltd. provided a total of $214,483 in shareholder loans to Net-Force
Systems Inc. On September 15, 2001, Geneva Overseas Holdings Ltd. entered into
an agreement with Net-Force Systems Inc. to convert the principal and accrued
interest at that date on the loans to equity at $0.10 per share. The total
shares issued to Geneva Overseas Holdings Ltd. was 2,144,830. (See Financial
Statements, Note 5 - Material Events).

We are not aware of any other transactions or proposed transactions in respect
of which we were or are to be a party, in which any director, executive officer,
nominee for election as a director, 5% security holder, member of the immediate
family of any of the previously named persons had a direct or indirect interest
in the transaction.


PART II


ITEM 14. DESCRIPTION OF SECURITIES TO BE REGISTERED

The securities to be registered pursuant to this Form 20-F are all of the
authorized Common Stock of Net-Force Systems Inc. Holders of the Common Stock
are entitled to cast one vote for each share held at all shareholder meetings
for all purposes, except that in the election of Directors, each shareholder of
Common Stock shall have as many votes for each share held by him as there are
directors to be elected and for whose election the shareholder has a right to
vote. There are no preemptive rights associated with the securities and no
cumulative voting is authorized by the Articles of Incorporation or the By-Laws.
The total amount of shares authorized by the Company's Articles of Incorporation
is 150,000,000. Of these, 100,000,000 are Common Stock and 50,000,000 are
Preferred Stock. There has been no issuance of any Preferred stock. Dividend,
voting, conversion rights, liquidation rights and other rights of the Preferred
Stock, if any, will be established by the Board of Directors upon issuance.

The Company has never declared or paid cash dividends on the common stock of the
Company. Management intends to retain all available funds and any future
earnings for use in the operation and expansion of the business and does not
anticipate paying any cash dividends in the foreseeable future.

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND OTHER
SHAREHOLDER MATTERS

There is no public trading market for the common equity shares of the
registrant. If the registrant successfully obtains a listing, as is presently
intended by management, the common equity shares will be listed upon the OTC
Bulletin Board Service. As of January 28, 2002, there are approximately 38
equity holders of record of the Company's Common Stock. As of January 28, 2002,
there are 2,500,000 shares of the Company's Common Stock subject to outstanding
warrants to purchase or securities convertible into Common Stock of the Company.

The number of shares eligible for trading will be all of the Common Stock except
that which is owned by management of the Company. The Management of the Company
currently owns an aggregate of 13,372,700 shares, which can be sold only in
compliance with Rule 144. There have been no cash dividends declared since the
inception of the Company its subsidiaries. There are no restrictions that would
limit the ability to pay dividends on common equity or that are likely to do so
in the future.





Registration Statement                                                 Page 34
<PAGE>


                             NET-FORCE SYTEMS, INC.


PART III

ITEM 17. FINANCIAL STATEMENTS

N/A

ITEM 18. FINANCIAL STATEMENTS


i.       NET FORCE SYSTEMS INC. UNAUDITED QUARTERLY STATEMENT JANUARY 31, 2002
ii.      NET FORCE SYSTEMS INC. UNAUDITED QUARTERLY STATEMENT OCTOBER 31, 2001
iii.     NET FORCE SYSTEMS INC. AUDITED FINANCIAL STATEMENTS, APRIL 30, 2001
iv.      NET FORCE SYSTEMS INC. AUDITED FINANCIAL STATEMENTS, APRIL 30, 2000











































Registration Statement                                                 Page 35
<PAGE>


                             NET-FORCE SYSTEMS INC.






NET FORCE SYSTEMS INC. UNAUDITED QUARTERLY STATEMENT JANUARY 31, 2002








                             NET-FORCE SYSTEMS INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                       January 31, 2002 and April 30, 2001




































Registration Statement                                                 Page 36
<PAGE>


                             NET-FORCE SYSTEMS INC.


<TABLE>
<CAPTION>
                             NET-FORCE SYSTEMS INC.
                           Consolidated Balance Sheets


                                     ASSETS
                                     ------
                                                                     January 31,          April 30,
                                                                        2002                2001
                                                                 ------------------  ------------------
                                                                     (Unaudited)

CURRENT ASSETS

<S>                                                              <C>                 <C>
   Cash                                                          $           25,996  $           33,292
   Accounts Receivable, net                                                  46,728               9,805
   Reserves and deposits with credit card processors                         44,991              30,858
     Gaming license                                                          16,667              91,667
                                                                 ------------------  ------------------

     Total Current Assets                                                   134,382             165,622
                                                                 ------------------  ------------------

PROPERTY AND EQUIPMENT                                                       20,423              26,551
                                                                 ------------------  ------------------

OTHER ASSETS

   Player deposits                                                          114,590              73,828
   Deposits                                                                   4,792               3,193
                                                                 ------------------  ------------------

     Total Other Assets                                                     119,382              77,021
                                                                 ------------------  ------------------

     TOTAL ASSETS                                                $          274,187  $          269,194
                                                                 ==================  ==================

















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









Registration Statement                                                 Page 37
<PAGE>


                             NET-FORCE SYSTEMS INC.


<CAPTION>
                             NET-FORCE SYSTEMS INC.
                     Consolidated Balance Sheets (Continued)

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------

                                                                     January 31,          April 30,
                                                                        2002                2001
                                                                 ------------------  ------------------
                                                                     (Unaudited)

CURRENT LIABILITIES

<S>                                                              <C>                 <C>
   Accounts payable                                              $           41,616  $           42,400
   Accrued expenses                                                          23,383              24,351
   Interest payable - related party                                              63               4,243
   Interest payable                                                               -              81,707
   Stock subscription payable                                                     -              50,000
   Player deposits                                                          114,590              73,828
   Current portion note payable - related party                                   -               2,025
   Current portion note payable                                                   -             495,000
                                                                 ------------------  ------------------

     Total Current Liabilities                                              179,652             773,554
                                                                 ------------------  ------------------

LONG-TERM DEBT

   Note payable - related party                                               2,500             128,596
   Note payable                                                                   -              50,000
                                                                 ------------------  ------------------

     Total Long-Term Debt                                                     2,500             178,596
                                                                 ------------------  ------------------

     Total Liabilities                                                      182,152             952,150
                                                                 ------------------  ------------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)

   Preferred stock: 50,000,000 shares authorized of $0.001 par
    value, zero issued and outstanding                                            -                   -
   Common stock: 100,000,000 shares authorized of $0.001
    par value, 17,066,033 and 7,500,000 shares issued and
    outstanding, respectively.                                               17,066               7,500
   Additional paid-in capital                                             1,145,037             198,000
   Stock subscription receivable                                            (16,000)                  -
   Accumulated deficit                                                   (1,054,068)           (888,456)
                                                                 ------------------  ------------------

     Total Stockholders' Equity (Deficit)                                    92,035            (682,956)
                                                                 ------------------  ------------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)        $          274,187  $          269,194
                                                                 ==================  ==================
</TABLE>





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



Registration Statement                                                 Page 38
<PAGE>


                             NET-FORCE SYSTEMS INC.


<TABLE>
<CAPTION>
                             NET-FORCE SYSTEMS INC.
                      Consolidated Statements of Operations
                                   (Unaudited)


                                                  For the                            For the
                                             Nine Months Ended                 Three Months Ended
                                                January 31,                        January 31,
                                    ---------------------------------   ---------------------------------
                                          2002              2001             2002              2001
                                    ----------------  ---------------   ---------------  ----------------
REVENUE

<S>                                 <C>               <C>               <C>              <C>
   Sales                            $        425,125  $       213,946   $       132,581  $        107,501
   Cost of sales                             246,066          154,258            58,645            96,702
                                    ----------------  ---------------   ---------------  ----------------

     Gross Margin                            179,059           59,688            73,936            10,799
                                    ----------------  ---------------   ---------------  ----------------

EXPENSES

   General and administrative                229,477          414,843           107,159            64,032
   Depreciation and amortization              81,594            5,990            27,206             1,996
                                    ----------------  ---------------   ---------------  ----------------

     Total Expenses                          311,071          420,833           134,365            66,028
                                    ----------------  ---------------   ---------------  ----------------

LOSS FROM OPERATIONS                        (132,012)        (361,145)          (60,429)          (55,229)
                                    ----------------  ---------------   ---------------  ----------------

OTHER INCOME (EXPENSE)

   Interest income                                 -              204                 -                 -
   Other income                                  493           12,906                 -             2,219
   Interest expense                          (34,093)         (57,977)           (1,753)          (20,851)
                                    ----------------  ---------------   ---------------  ----------------

     Total Other Income (Expense)            (33,600)         (44,867)           (1,753)          (18,632)
                                    ----------------  ---------------   ---------------  ----------------

PROVISION FOR INCOME TAX                           -                -                 -                 -
                                    ----------------  ---------------   ---------------  ----------------

NET LOSS                            $       (165,612) $      (406,012)  $       (62,182) $        (73,861)
                                    ================  ===============   ===============  ================

BASIC LOSS PER SHARE                $          (0.01) $         (0.06)  $         (0.00) $          (0.01)
                                    ================  ===============   ===============  ================

WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                       12,185,021        7,060,000        16,906,033         7,500,000
                                    ================  ===============   ===============  ================
</TABLE>









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



Registration Statement                                                 Page 39
<PAGE>


                             NET-FORCE SYSTEMS INC.


<TABLE>
<CAPTION>
                             NET-FORCE SYSTEMS, INC.
            Consolidated Statements of Stockholders' Equity (Deficit)

                                                        Common Stock               Additional
                                             ---------------------------------       Paid-in        Subscription     Accumulated
                                                    Shares          Amount           Capital         Receivable        Deficit
                                             ----------------  ---------------   ---------------  --------------   ----------------

<S>                                                <C>         <C>               <C>              <C>              <C>
Balance, March 1, 1999                                      -  $             -   $             -  $            -   $              -

March 1, 1999, common stock issued
   to founders for cash at $0.001
   per share                                        5,500,000            5,500                 -               -                  -

April 22, 1999, common stock issued
   for cash at $0.01 per share                      3,000,000            3,000            27,000               -                  -

Net loss from inception on March 1, 1999
   Through April 30, 1999                                   -                -                 -               -             (6,493)
                                             ----------------  ---------------   ---------------  --------------   ----------------

Balance, April 30, 1999                             8,500,000            8,500            27,000               -             (6,493)

Net loss for the year ended
   April 30, 2000                                          -                -                 -                -           (397,366)
                                             ----------------  ---------------   ---------------  --------------   ----------------

Balance, April 30, 2000                             8,500,000            8,500            27,000               -           (403,859)

July 1, 2000, common stock repurchased
   and cancelled at $0.01 per share                (3,000,000)          (3,000)          (27,000)              -                  -

September 30, 2000, common stock
   issued for cash at $0.10 per share               2,000,000            2,000           198,000               -                  -

Net loss for the year ended April 30, 2001                  -                -                 -               -           (484,597)
                                             ----------------  ---------------   ---------------  --------------   ----------------

Balance, April 30, 2001                             7,500,000            7,500           198,000               -           (888,456)

August 15, 2001, common stock
   issued for services at $0.10
   per share (unaudited)                              200,000              200            19,800               -                  -

September 15, 2001, common stock
   issued for debt at $0.10 per share
   (unaudited)                                      2,144,830            2,145           212,338               -                  -

September 15, 2001, common stock
   issued for debt at $0.10 per share
   (unaudited)                                      6,027,870            6,028           596,759               -                  -

September 20, 2001, common stock
   issued for debt at $0.10 per share
   (unaudited)                                        533,333              533            52,800               -                  -

October 2, 2001, common stock issued
   for debt at $0.10 per share (unaudited)            500,000              500            49,500               -                  -

January 31, 2002, common stock issued
   for cash at $0.10 per share (unaudited)            160,000              160            15,840         (16,000)                 -

Net loss for the nine months ended
   January 31, 2002 (unaudited)                             -                -                 -               -           (165,612)
                                             ----------------  ---------------   ---------------  --------------   ----------------

Balance, January 31, 2002 (unaudited)              17,066,033  $        17,066   $     1,145,037  $      (16,000)  $     (1,054,068)
                                             ================  ===============   ===============  ==============   ================
</TABLE>


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



Registration Statement                                                 Page 40
<PAGE>


                             NET-FORCE SYSTEMS INC.


<TABLE>
<CAPTION>
                             NET-FORCE SYSTEMS, INC.
                      Consolidated Statements of Cash Flows
                                   (Unaudited)

                                                                                    For the
                                                                               Nine Months Ended
                                                                                  January 31,
                                                                   --------------------------------------
                                                                          2002                2001
                                                                   ------------------  ------------------
CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                                <C>                 <C>
   Net loss                                                        $         (165,612) $         (406,012)
   Adjustments to reconcile net loss to net cash used by
     operating activities:
     Depreciation and amortization                                             81,594               5,990
     Loss on disposal of fixed assets                                                               3,340
   Stock issued for services                                                   20,000                   -
   Changes in assets and liabilities:
     (Increase) decrease in accounts receivables and other assets             (77,681)            (39,585)
     (Increase) in reserves and deposits                                      (15,732)                  -
     Increase (decrease) in accounts payable and other
       current liabilities                                                     (1,752)             10,991
     Increase in stock subscription payable                                         -              50,000
     Increase in accrued interest                                              34,092               8,977
     Increase (decrease) in player deposits                                    40,762              58,418
                                                                   ------------------  ------------------

       Net Cash Used by Operating Activities                                  (84,329)           (307,881)
                                                                   ------------------  ------------------

CASH FLOWS FROM INVESTING ACTIVITIES

   Proceeds from sale of fixed assets                                             333                   -
   Purchase of fixed assets                                                      (800)             (3,704)
                                                                   ------------------  ------------------

       Net Cash Used by Investing Activities                                     (467)             (3,704)
                                                                   ------------------  ------------------

CASH FLOWS FROM FINANCING ACTIVITIES

   Common stock repurchase                                                          -             (30,000)
   Proceeds from notes payable                                                      -              50,000
   Proceeds from notes payable - related party                                 83,800              60,000
   Payment on notes payable - related party                                    (6,300)                  -
   Common stock issued for cash                                                     -             200,000
                                                                   ------------------  ------------------

       Net Cash Provided by Financing Activities                               77,500             280,000
                                                                   ------------------  ------------------

NET (DECREASE) IN CASH                                                         (7,296)            (31,585)

CASH AT BEGINNING OF PERIOD                                                    33,292             131,269
                                                                   ------------------  ------------------

CASH AT END OF PERIOD                                              $           25,996  $           99,684
                                                                   ==================  ==================

CASH PAID FOR:

   Interest                                                        $                -  $           50,000
   Income taxes                                                    $                -  $                -

NON-CASH FINANCING ACTIVITIES:

   Issuance of stock for services                                  $           20,000  $                -
   Issuance of stock for debt                                      $          706,116  $                -
   Issuance of stock for related party debt                        $          214,483  $                -
   Issuance of stock for stock subscription receivable             $           16,000  $                -
</TABLE>
              The accompanying notes are an integral part of these
                       consolidated financial statements.
Registration Statement                                                 Page 41
<PAGE>


                             NET-FORCE SYSTEMS INC.


                             NET-FORCE SYSTEMS INC.
                 Notes to the Consolidated Financial Statements
                       January 31, 2002 and April 30, 2001

NOTE 1 -  BASIS OF FINANCIAL STATEMENT PRESENTATION

          The accompanying unaudited consolidated financial statements have been
          prepared by the Company  pursuant to the rules and  regulations of the
          Securities and Exchange  Commission.  Certain information and footnote
          disclosures  normally  included in  financial  statements  prepared in
          accordance  with generally  accepted  accounting  principles have been
          condensed or omitted in  accordance  with such rules and  regulations.
          The  information  furnished  in  the  interim  consolidated  financial
          statements  include  normal  recurring  adjustments  and  reflects all
          adjustments,  which, in the opinion of management, are necessary for a
          fair presentation of such financial  statements.  Although  management
          believes the  disclosures  and  information  presented are adequate to
          make the  information  not  misleading,  it is  suggested  that  these
          interim consolidated  financial statements be read in conjunction with
          the  Company's  most recent  audited  financial  statements  and notes
          thereto  included in its April 30,  2001  Annual  Report on Form 20-F.
          Operating  results for the nine months ended  January 31, 2002 are not
          necessarily  indicative  of the results  that may be expected  for the
          year ending April 30, 2002.

NOTE 2 -  RECENT ACCOUNTING PRONOUNCEMENT

          The  Company  has adopted the  provisions  of FASB  Statement  No. 138
          "Accounting for Certain Derivative Instruments and Hedging Activities,
          (an amendment of FASB  Statement  No.  133.)"  Because the Company had
          adopted the  provisions of FASB  Statement No. 133,  prior to June 15,
          2000,  this statement is effective for all fiscal  quarters  beginning
          after June 15, 2000.  The adoption of this  principle  had no material
          effect on the company's consolidated financial statements.

          The  Company  has adopted the  provisions  of FASB  Statement  No. 140
          "Accounting  for  Transfers  and  Servicing  of  Financial  Assets and
          Extinguishments  of  Liabilities  (a replacement of FASB Statement No.
          125.)" This statement provides  accounting and reporting standards for
          transfers and  servicing of financial  assets and  extinguishments  of
          liabilities.  Those standards are based on consistent application of a
          financial-components  approach  that  focuses on  control.  Under that
          approach, the transfer of financial assets, the Company recognized the
          financial and servicing  assets it controls and the liabilities it has
          incurred,   derecognizes   financial  assets  when  control  has  been
          surrendered,  and  derecognizes  liabilities when  extinguished.  This
          statement provides consistent  standards for distinguishing  transfers
          of  financial  assets that are sales from  transfers  that are secured
          borrowings. This statement is effective for transfers and servicing of
          financial assets and  extinguishments  of liabilities  occurring after
          March 31,  2001.  This  statement  is effective  for  recognition  and
          reclassification  of  collateral  and  for  disclosures   relating  to
          securitization  transactions  and  collateral  for fiscal years ending
          after  December  15,  2000.  The  adoption  of this  principle  had no
          material effect on the Company's consolidated financial statements.

          The  Company  had adopted the  provisions  of FIN 44  "Accounting  for
          Certain  Transactions  Involving Stock Compensation (an interpretation
          of APB Opinion No.  25.)" This  interpretation  is  effective  July 1,
          2000.  FIN 44  clarifies  the  application  of Opinion No. 25 for only
          certain  issues.  It  does  not  address  any  issues  related  to the
          application of the fair value method in Statement No. 123. Among other
          issues,  FIN 44 clarifies  the  definition of employee for purposes of
          applying  Opinion  25, the  criteria  for  determining  whether a plan
          qualifies as a  noncompensatory  plan, the  accounting  consequence of
          various  modifications to the terms of a previously fixed stock option
          or award, and accounting for an exchange of stock compensation  awards
          in a business  combination.  The  adoption  of this  principle  had no
          material effect on the Company's consolidated financial statements.


Registration Statement                                                 Page 42
<PAGE>


                             NET-FORCE SYSTEMS INC.


                             NET-FORCE SYSTEMS INC.
                 Notes to the Consolidated Financial Statements
                       January 31, 2002 and April 30, 2001

NOTE 2 -  RECENT ACCOUNTING PRONOUNCEMENT (Continued)

          In  accordance  with SFAS No. 121,  Accounting  for the  Impairment of
          Long-Lived  Assets  and  for  Long-Lived  Assets  to Be  Disposed  Of,
          long-lived assets, including goodwill associated with other long-lived
          assets,  are evaluated for  impairment  whenever  events or changes in
          circumstances indicate that the carrying amount of an asset may not be
          recoverable.

          SFAS  No.'s  141 and 142 -- In June  2001,  the  Financial  Accounting
          ------------------------
          Standards  Board (FASB)  adopted  Statement  of  Financial  Accounting
          Standards  SFAS No. 141,  "Business  Combinations,"  and SFAS No. 142,
          "Goodwill and Other  Intangible  Assets." SFAS No. 141 is effective as
          to any business combination  occurring after June 30, 2001 and certain
          transition provisions that affect accounting for business combinations
          prior to June 30, 2001 are  effective as of the date that SFAS No. 142
          is  applied  in its  entirety,  which  will be January 1, 2002 for the
          Company.  SFAS  No.  142 is  effective,  generally,  in  fiscal  years
          beginning  after  December  15,  2001,  which will be the fiscal  year
          ending April 30, 2002 for the Company.

          SFAS  No.  141  provides   standards  for   accounting   for  business
          combinations.  Among other things,  it requires that only the purchase
          method  of  accounting  be used and  that  certain  intangible  assets
          acquired  in a  business  combination  (i.e.  those that  result  from
          contractual  or other legal rights or are separable) be recorded as an
          asset apart from goodwill.  The transition  provisions require that an
          assessment  be  made  of  previous   business   combinations  and,  if
          appropriate,  reclassifications  be made to or from goodwill to adjust
          the  recording  of  intangible  assets  such  that  the  criteria  for
          recording  intangible  assets  apart from  goodwill  is applied to the
          previous business combinations.

          SFAS  No.  142  provides,   among  other  things,  that  goodwill  and
          intangible  assets with  indeterminate  lives shall not be  amortized.
          Goodwill shall be assigned to a reporting  unit and annually  assessed
          for  impairment.  Intangible  assets with  determinate  lives shall be
          amortized  over their  estimated  useful lives,  with the useful lives
          reassessed  continuously,  and shall be assessed for impairment  under
          the  provisions  of SFAS No. 121,  "Accounting  for the  Impairment of
          Long-Lived  Assets  and for  Long-Lived  Assets  to be  Disposed  Of."
          Goodwill is also  assessed  for  impairment  on an interim  basis when
          events and circumstances  warrant.  Upon adoption of SFAS No. 142, the
          Company will assess  whether an  impairment  loss should be recognized
          and measured by comparing  the fair value of the  "reporting  unit" to
          the carrying value,  including goodwill. If the carrying value exceeds
          fair value,  then the Company  will  compare the implied fair value of
          the goodwill"  (as defined in SFAS No. 142) to the carrying  amount of
          the  goodwill.  If the  carrying  amount of the  goodwill  exceeds the
          implied fair value,  then the goodwill will be adjusted to the implied
          fair value.

          While the Company has not  completed  the process of  determining  the
          effect  of these new  accounting  pronouncements  on its  consolidated
          financial statements, the Company currently expects that there will be
          no  reclassification  in connection with the transition  provisions of
          SFAS No.  141 based on  clarifications  of the  transition  provisions
          issued by the FASB in October 2001.  Accordingly,  the Company expects
          that, after implementation of SFAS No. 142, all intangible assets will
          be amortizable and the goodwill will not be amortizable.






Registration Statement                                                 Page 43
<PAGE>


                             NET-FORCE SYSTEMS INC.


                             NET-FORCE SYSTEMS INC.
                 Notes to the Consolidated Financial Statements
                       January 31, 2002 and April 30, 2001

NOTE 3 -  SUBSEQUENT ACCOUNTING PRONOUNCEMENTS

          SFAS No. 143 -- On August 16,  2001,  the FASB  issued  SFAS No.  143,
          ------------
          "Accounting for Asset Retirement  Obligations," which is effective for
          fiscal  years   beginning  after  June  15,  2002.  It  requires  that
          obligations  associated  with the retirement of a tangible  long-lived
          asset be recorded as a liability when those  obligations are incurred,
          with the amount of the  liability  initially  measured  at fair value.
          Upon  initially  recognizing  a  liability  for an accrued  retirement
          obligation,  an entity  must  capitalize  the cost by  recognizing  an
          increase in the carrying amount of the related  long-lived asset. Over
          time, the liability is accreted to its present value each period,  and
          the  capitalized  cost is  depreciated  over  the  useful  life of the
          related  asset.  Upon  settlement of the  liability,  an entity either
          settles the  obligation  for its  recorded  amount or incurs a gain or
          loss upon settlement.  While the Company has not completed the process
          of determining the effect of this new accounting  pronouncement on its
          consolidated financial statements,  the Company currently expects that
          the effect of SFAS No.  143 on the  Company's  consolidated  financial
          statements, when it becomes effective, will not be significant.

          SFAS No. 144 - On October 3, 2001, the Financial  Accounting Standards
          ------------
          Board issued SFAS No. 144,  "Accounting for the Impairment or Disposal
          of Long-Lived  Assets"  which is effective  for  financial  statements
          issued  for  fiscal  years  beginning  after  December  15,  2001 and,
          generally,  its provisions are to be applied  prospectively.  SFAS 144
          supercedes  SFAS  Statement  No.  121 (FAS 121),  "Accounting  for the
          Impairment  of  Long-Lived  Assets  and for  Long-Lived  Assets  to Be
          Disposed  Of." SFAS 144 applies to all  long-lived  assets  (including
          discontinued operations) and consequently amends Accounting Principles
          Board  Opinion  No.  30 (APB 30),  "Reporting  Results  of  Operations
          Reporting the Effects of Disposal of a Segment of a Business."

          SFAS 144  develops  one  accounting  model (based on the model in SFAS
          121) for long-lived assets that are to be disposed of by sale, as well
          as addresses the principal  implementation  issues.  SFAS 144 requires
          that long-lived  assets that are to be disposed of by sale be measured
          at the  lower of book  value or fair  value  less  cost to sell.  That
          requirement  eliminates the  requirement  of APB 30 that  discontinued
          operations  be  measured  at net  realizable  value  or that  entities
          include under  "discontinued  operations" in the financial  statements
          amounts for operating losses that have not yet occurred. Additionally,
          FAS 144 expands the scope of  discontinued  operations  to include all
          components of an entity with operations that (1) can be  distinguished
          from  the  rest of the  entity  and (2)  will be  eliminated  from the
          ongoing operations of the entity in a disposal transaction.

          While the Company has not  completed  the process of  determining  the
          effect  of  this  new  accounting  pronouncement  on its  consolidated
          financial statements, the Company currently expects that the effect of
          SFAS No. 144 on the Company's consolidated financial statements,  when
          it becomes effective, will not be significant.













Registration Statement                                                 Page 44
<PAGE>


                             NET-FORCE SYSTEMS INC.


                             NET-FORCE SYSTEMS INC.
                 Notes to the Consolidated Financial Statements
                       January 31, 2002 and April 30, 2001

NOTE 4 -  GOING CONCERN

          The Company's  consolidated  financial  statements  are prepared using
          generally accepted accounting principles applicable to a going concern
          which  contemplates  the  realization  of assets  and  liquidation  of
          liabilities in the normal course of business. The Company has incurred
          losses from its inception through April 30, 2001 and has a significant
          working  capital  deficit.  The Company  does not have an  established
          source of  revenues  sufficient  to cover its  operating  costs and to
          allow it to  continue  as a going  concern.  It is the  intent  of the
          Company to seek additional financing through private placements of its
          common  stock.  This will be  accomplished  through  the use of equity
          issuances.  Management believes the funds will more likely than not be
          successfully  raised,  but  there  can be no  assurance  of this.  The
          Company  expects that operations will increase in 2002, and will start
          to provide  cash flows from  operations  and  expansion.  The  Company
          expects that it will need  $480,000 to $600,000  additional  funds for
          operations and expansion in 2002.

NOTE 5 -  MATERIAL EVENTS

          Common Stock
          ------------

          On August 15, 2001,  the Company issued 200,000 shares of common stock
          valued at $0.10 per share, to a director for services and consulting.

          On September  15, 2001,  the Company  converted the related party note
          payable of  $208,121  and  accrued  interest  of $6,362 into equity by
          issuing  2,144,830  shares  of  common  stock at $0.10 per share for a
          total of $214,483.

          On  September  15,  2001,  the  Company  converted  a note  payable of
          $495,000  and  accrued  interest  of  $107,783  into equity by issuing
          6,027,830  shares  of  common  stock at $0.10 per share for a total of
          $602,783.

          On September 15, 2001, the Company converted a note payable of $50,000
          and accrued  interest of $3,333 into equity by issuing  533,333 shares
          of common stock at $0.10 per share for a total of $53,333.

          On October 2,  2001,  the  Company  converted  the stock  subscription
          payable of $50,000  into  equity by issuing  500,000  shares of common
          stock at $0.10 per share.

          506 regulation D
          ----------------

          On November 15, 2001,  the board of directors  approved a best efforts
          private  placement equity  fundraising  under Rule 506 of Regulation D
          for up to 500,000  shares at $0.10 per share.  The  Company has raised
          $-0- as of the date these financial  statements.  On January 31, 2002,
          160,000 shares were issued for a subscription receivable of $16,000.

NOTE 6 -  SUBSEQUENT EVENTS

          Subsequent  to January 31, 2002,  the Company  received  approximately
          $14,000 of the subscription  receivable  related to the 160,000 shares
          issued under Rule 506 of regulation D.

          On February 1, 2002, the Company received $5,000 for a note payable to
          a related party.







Registration Statement                                                 Page 45
<PAGE>


                             NET-FORCE SYSTEMS INC.




NET FORCE SYSTEMS INC. UNAUDITED QUARTERLY STATEMENT OCTOBER 31, 2001














                             NET-FORCE SYSTEMS INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                       October 31, 2001 and April 30, 2001

































Registration Statement                                                 Page 46
<PAGE>


                             NET-FORCE SYSTEMS INC.



<TABLE>
<CAPTION>
                             NET-FORCE SYSTEMS INC.
                           Consolidated Balance Sheets


                                     ASSETS
                                     ------

                                                                    October 31,          April 30,
                                                                       2001                2001
                                                                ------------------  ------------------
                                                                   (Unaudited)

CURRENT ASSETS

<S>                                                             <C>                 <C>
   Cash                                                         $           33,005  $           33,292
   Accounts Receivable, net                                                 39,818               9,805
   Reserves and deposits with credit card processors                        45,519              30,858
   Prepaid expenses                                                         20,000                   -
                                                                ------------------  ------------------

     Total Current Assets                                                  138,342              73,955
                                                                ------------------  ------------------

PROPERTY AND EQUIPMENT                                                      22,630              26,551
                                                                ------------------  ------------------

OTHER ASSETS

   Player deposits                                                          87,367              73,828
   Deposits                                                                  4,792               3,193
   Gaming license                                                           41,667              91,667
                                                                ------------------  ------------------

     Total Other Assets                                                    113,826             168,688
                                                                ------------------  ------------------

     TOTAL ASSETS                                               $          294,798  $          269,194
                                                                ==================  ==================









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














Registration Statement                                                 Page 47
<PAGE>


                             NET-FORCE SYSTEMS INC.


<CAPTION>
                             NET-FORCE SYSTEMS INC.
                     Consolidated Balance Sheets (Continued)


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------

                                                                    October 31,          April 30,
                                                                       2001                2001
                                                                ------------------  ------------------
                                                                   (Unaudited)

CURRENT LIABILITIES

<S>                                                             <C>                 <C>
   Accounts payable                                             $           25,432  $           42,400
   Accrued expenses                                                         25,205              24,351
   Interest payable - related party                                             14               4,243
   Interest payable                                                              -              81,707
   Stock subscription payable                                                    -              50,000
   Player deposits                                                          87,367              73,828
   Current portion note payable - related party                                  -               2,025
   Current portion note payable                                                  -             495,000
                                                                ------------------  ------------------

     Total Current Liabilities                                             138,018             773,554
                                                                ------------------  ------------------

LONG-TERM DEBT

   Note payable - related party                                              2,500             128,596
   Note payable                                                                  -              50,000
                                                                ------------------  ------------------

     Total Long-Term Debt                                                    2,500             178,596
                                                                ------------------  ------------------

     Total Liabilities                                                     140,518             952,150
                                                                ------------------  ------------------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT)

   Preferred stock: 50,000,000 shares authorized of $0.001 par
    value, zero issued and outstanding                                           -                   -
   Common stock: 100,000,000 shares authorized of $0.001
    par value, 16,906,033 and 7,500,000 shares issued and
    outstanding, respectively.                                              16,906               7,500
   Additional paid-in capital                                            1,129,197             198,000
   Accumulated deficit                                                    (991,823)           (888,456)
                                                                ------------------  ------------------

     Total Stockholders' Equity (Deficit)                                  154,280            (682,956)
                                                                ------------------  ------------------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
      (DEFICIT)                                                 $          294,798  $          269,194
                                                                ==================  ==================
</TABLE>


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


Registration Statement                                                 Page 48
<PAGE>


                             NET-FORCE SYSTEMS INC.


<TABLE>
<CAPTION>
                             NET-FORCE SYSTEMS INC.
                      Consolidated Statements of Operations
                                   (Unaudited)



                                                   For the                           For the
                                              Six Months Ended                   Three Months Ended
                                                 October 31,                       October 31,
                                      ---------------------------------   ---------------------------------
                                            2001              2000              2001             2000
                                      ----------------  ---------------   ---------------  ----------------
REVENUE

<S>                                   <C>               <C>               <C>              <C>
   Sales                              $        292,544  $       106,445   $       169,557  $         50,932
   Cost of sales                               187,421           57,564            76,567             4,012
                                      ----------------  ---------------   ---------------  ----------------

     Gross Margin                              105,123           48,881            92,990            46,920
                                      ----------------  ---------------   ---------------  ----------------

EXPENSES

   General and administrative                  120,552          354,339            85,546           200,195
   Depreciation and amortization                54,388            3,994            27,206             1,997
                                      ----------------  ---------------   ---------------  ----------------

     Total Expenses                            174,940          358,333           112,752           202,192
                                      ----------------  ---------------   ---------------  ----------------

LOSS FROM OPERATIONS                           (69,817)        (309,452)          (19,762)         (155,272)
                                      ----------------  ---------------   ---------------  ----------------

OTHER INCOME (EXPENSE)

   Interest income                                   -              204                 -               204
   Other income                                    493           10,687                 -             4,257
   Interest expense                            (34,043)         (37,126)          (11,831)          (18,563)
                                      ----------------  ---------------   ---------------  ----------------

     Total Other Income (Expense)              (33,550)         (26,235)          (11,831)          (14,102)
                                      ----------------  ---------------   ---------------  ----------------

PROVISION FOR INCOME TAX                             -                -                 -                 -
                                      ----------------  ---------------   ---------------  ----------------

NET LOSS                              $       (103,367) $      (335,687)  $       (31,593) $       (169,374)
                                      ================  ===============   ===============  ================

BASIC LOSS PER SHARE                  $          (0.01) $         (0.05)  $         (0.00) $          (0.03)
                                      ================  ===============   ===============  ================

WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                          9,824,516        6,838,798        12,149,031         6,181,319
                                      ================  ===============   ===============  ================
</TABLE>




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









Registration Statement                                                 Page 49
<PAGE>


<TABLE>
<CAPTION>
                             NET-FORCE SYSTEMS, INC.
            Consolidated Statements of Stockholders' Equity (Deficit)


                                                      Common Stock               Additional
                                             ------------------------------       Paid-in         Accumulated
                                                 Shares          Amount            Capital          Deficit
                                             --------------  --------------     -------------    -------------

<S>                                             <C>          <C>                <C>              <C>
Balance, March 1, 1999                                  -    $           -      $          -     $          -

March 1, 1999, common stock
 issued to founders for cash at
 $0.001 per share                               5,500,000            5,500                 -                -

April 22, 1999, common stock
 issued for cash at $0.01 per
 share                                          3,000,000            3,000            27,000                -

Net loss from inception on
 March 1, 1999 through
 April 30, 1999                                         -                -                 -           (6,493)
                                             --------------  --------------     -------------    -------------

Balance, April 30, 1999                         8,500,000            8,500            27,000           (6,493)

Net loss for the year ended
 April 30, 2000                                         -                -                 -         (397,366)
                                             --------------  --------------     -------------    -------------

Balance, April 30, 2000                         8,500,000            8,500            27,000         (403,859)

July 1, 2000, common stock
 repurchased and canceled at
 $0.01 per share                               (3,000,000)          (3,000)          (27,000)               -

September 30, 2000, common
 stock issued for cash at $0.10
 per share                                      2,000,000            2,000           198,000                -

Net loss for the year ended
 April 30, 2001                                         -                -                 -         (484,597)
                                             --------------  --------------     -------------    -------------

Balance, April 30, 2001                         7,500,000    $       7,500      $    198,000     $   (888,456)
                                             --------------  --------------     -------------    -------------






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





Registration Statement                                                 Page 50
<PAGE>


<CAPTION>
                             NET-FORCE SYSTEMS, INC.
      Consolidated Statements of Stockholders' Equity (Deficit) (Continued)

                                                      Common Stock               Additional
                                             ------------------------------       Paid-in         Accumulated
                                                 Shares          Amount            Capital          Deficit
                                             --------------  --------------     -------------    -------------

<S>                                             <C>          <C>                <C>              <C>
Balance forward                                 7,500,000    $       7,500      $    198,000     $   (888,456)

August 15, 2001, common stock
 issued for services at $0.10 per
 share (unaudited)                                200,000              200            19,800                -

September 15, 2001, common
 stock issued for debt at $0.10 per
 share (unaudited)                              2,144,830            2,145           212,338                -

September 15, 2001, common
 stock issued for debt at $0.10
 per share (unaudited)                          6,027,870            6,028           596,759                -

September 20, 2001, common
 stock issued for debt at $0.10
 per share (unaudited)                            533,333              533            52,800                -

October 2, 2001, common
 stock issued for debt at $0.10
 per share (unaudited)                            500,000              500            49,500                -

Net loss for the six months
 ended October 31, 2001
  (unaudited)                                           -                -                 -         (103,367)
                                             --------------  --------------     -------------    -------------

Balance, October 31, 2001
 (unaudited)                                   16,906,033    $      16,906      $  1,129,197     $   (991,823)
                                             ==============  ==============     =============    =============
</TABLE>










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







Registration Statement                                                 Page 51
<PAGE>


<TABLE>
<CAPTION>
                             NET-FORCE SYSTEMS, INC.
                      Consolidated Statements of Cash Flows
                                   (Unaudited)

                                                                                           For the
                                                                                       Six Months Ended
                                                                                         October 31,
                                                                            --------------------------------------
                                                                                   2001                2000
                                                                            ------------------  ------------------
CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                                         <C>                 <C>
   Net loss                                                                 $         (103,367) $         (335,687)
   Adjustments to reconcile net loss to net cash
    used by operating activities:
     Depreciation and amortization                                                      54,388               3,994
   Stock issued for services                                                            20,000                   -
   Changes in assets and liabilities:
     (Increase) decrease in accounts receivables and other assets                      (63,551)            (65,061)
     (Increase) in reserves and deposits                                               (16,261)                  -
     Increase (decrease) in accounts payable and other
       current liabilities                                                             (16,111)             44,028
     Increase in accrued interest                                                       29,409              37,126
     Increase in accrued interest - related party                                        4,634                   -
     Increase (decrease) in player deposits                                             13,539              48,368
                                                                            ------------------  ------------------

       Net Cash Used by Operating Activities                                           (77,320)           (267,232)
                                                                            ------------------  ------------------
CASH FLOWS FROM INVESTING ACTIVITIES

   Proceeds from sale of fixed assets                                                      333                   -
   Purchase of fixed assets                                                               (800)             (3,871)
                                                                            ------------------  ------------------

       Net Cash Used by Investing Activities                                              (467)             (3,871)
                                                                            ------------------  ------------------

CASH FLOWS FROM FINANCING ACTIVITIES

   Common stock repurchase                                                                   -             (30,000)
   Proceeds from notes payable - related party                                          80,000              60,000
   Payment on notes payable - related party                                             (2,500)                  -
   Common stock issued for cash                                                              -             200,000
                                                                            ------------------  ------------------

       Net Cash Provided by financing Activities                                        77,500             230,000
                                                                            ------------------  ------------------

NET INCREASE (DECREASE) IN CASH                                                           (287)            (41,103)

CASH AT BEGINNING OF PERIOD                                                             33,292             131,269
                                                                            ------------------  ------------------

CASH AT END OF PERIOD                                                       $           33,005  $           90,166
                                                                            ==================  ==================

CASH PAID FOR:

   Interest                                                                 $                -  $                -
   Income taxes                                                             $                -  $                -

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


Registration Statement                                                 Page 52
<PAGE>


<CAPTION>
                             NET-FORCE SYSTEMS, INC.
                Consolidated Statements of Cash Flows (Continued)
                                   (Unaudited)

                                                                                           For the
                                                                                       Six Months Ended
                                                                                         October 31,
                                                                            --------------------------------------
                                                                                   2001                2000
                                                                            ------------------  ------------------

NON-CASH FINANCING ACTIVITIES:

<S>                                                                         <C>                 <C>
   Issuance of stock for services                                           $           20,000  $                -
   Issuance of stock for debt                                               $          706,116  $                -
   Issuance of stock for related party debt                                 $          214,483  $                -
</TABLE>






































Registration Statement                                                 Page 53
<PAGE>





                             NET-FORCE SYSTEMS INC.
                 Notes to the Consolidated Financial Statements
                       October 31, 2001 and April 30, 2001


NOTE 1 -  BASIS OF FINANCIAL STATEMENT PRESENTATION

          The accompanying unaudited consolidated financial statements have been
          prepared by the Company  pursuant to the rules and  regulations of the
          Securities and Exchange  Commission.  Certain information and footnote
          disclosures  normally  included in  financial  statements  prepared in
          accordance  with generally  accepted  accounting  principles have been
          condensed or omitted in  accordance  with such rules and  regulations.
          The  information  furnished  in  the  interim  consolidated  financial
          statements  include  normal  recurring  adjustments  and  reflects all
          adjustments,  which, in the opinion of management, are necessary for a
          fair presentation of such financial  statements.  Although  management
          believes the  disclosures  and  information  presented are adequate to
          make the  information  not  misleading,  it is  suggested  that  these
          interim consolidated  financial statements be read in conjunction with
          the  Company's  most recent  audited  financial  statements  and notes
          thereto  included in its April 30,  2001  Annual  Report on Form 20-F.
          Operating  results for the six months  ended  October 31, 2001 are not
          necessarily  indicative  of the results  that may be expected  for the
          year ending April 30, 2002.


NOTE 2 -  RECENT ACCOUNTING PRONOUNCEMENT

          The  Company  has adopted the  provisions  of FASB  Statement  No. 138
          "Accounting for Certain Derivative Instruments and Hedging Activities,
          (an amendment of FASB  Statement  No.  133.)"  Because the Company had
          adopted the  provisions of FASB  Statement No. 133,  prior to June 15,
          2000,  this statement is effective for all fiscal  quarters  beginning
          after June 15, 2000.  The adoption of this  principle  had no material
          effect on the company's consolidated financial statements.

          The  Company  has adopted the  provisions  of FASB  Statement  No. 140
          "Accounting  for  Transfers  and  Servicing  of  Financial  Assets and
          Extinguishments  of  Liabilities  (a replacement of FASB Statement No.
          125.)" This statement provides  accounting and reporting standards for
          transfers and  servicing of financial  assets and  extinguishments  of
          liabilities.  Those standards are based on consistent application of a
          financial-components  approach  that  focuses on  control.  Under that
          approach, the transfer of financial assets, the Company recognized the
          financial and servicing  assets it controls and the liabilities it has
          incurred,   derecognizes   financial  assets  when  control  has  been
          surrendered,  and  derecognizes  liabilities when  extinguished.  This
          statement provides consistent  standards for distinguishing  transfers
          of  financial  assets that are sales from  transfers  that are secured
          borrowings. This statement is effective for transfers and servicing of
          financial assets and  extinguishments  of liabilities  occurring after
          March 31,  2001.  This  statement  is effective  for  recognition  and
          reclassification  of  collateral  and  for  disclosures   relating  to
          securitization  transactions  and  collateral  for fiscal years ending
          after  December  15,  2000.  The  adoption  of this  principle  had no
          material effect on the Company's consolidated financial statements.








Registration Statement                                                 Page 54
<PAGE>





                             NET-FORCE SYSTEMS INC.
                 Notes to the Consolidated Financial Statements
                       October 31, 2001 and April 30, 2001


NOTE 2 -  RECENT ACCOUNTING PRONOUNCEMENT (Continued)

          The  Company  had adopted the  provisions  of FIN 44  "Accounting  for
          Certain  Transactions  Involving Stock Compensation (an interpretation
          of APB Opinion No.  25.)" This  interpretation  is  effective  July 1,
          2000.  FIN 44  clarifies  the  application  of Opinion No. 25 for only
          certain  issues.  It  does  not  address  any  issues  related  to the
          application of the fair value method in Statement No. 123. Among other
          issues,  FIN 44 clarifies  the  definition of employee for purposes of
          applying  Opinion  25, the  criteria  for  determining  whether a plan
          qualifies as a  noncompensatory  plan, the  accounting  consequence of
          various  modifications to the terms of a previously fixed stock option
          or award, and accounting for an exchange of stock compensation  awards
          in a business  combination.  The  adoption  of this  principle  had no
          material effect on the Company's consolidated financial statements.

          In  accordance  with SFAS No. 121,  Accounting  for the  Impairment of
          Long-Lived  Assets  and  for  Long-Lived  Assets  to Be  Disposed  Of,
          long-lived assets, including goodwill associated with other long-lived
          assets,  are evaluated for  impairment  whenever  events or changes in
          circumstances indicate that the carrying amount of an asset may not be
          recoverable.

          SFAS  No.'s  141 and 142 -- In June  2001,  the  Financial  Accounting
          ------------------------
          Standards  Board (FASB)  adopted  Statement  of  Financial  Accounting
          Standards  SFAS No. 141,  "Business  Combinations,"  and SFAS No. 142,
          "Goodwill and Other  Intangible  Assets." SFAS No. 141 is effective as
          to any business combination  occurring after June 30, 2001 and certain
          transition provisions that affect accounting for business combinations
          prior to June 30, 2001 are  effective as of the date that SFAS No. 142
          is  applied  in its  entirety,  which  will be January 1, 2002 for the
          Company.  SFAS  No.  142 is  effective,  generally,  in  fiscal  years
          beginning  after  December  15,  2001,  which will be the fiscal  year
          ending April 30, 2002 for the Company.

          SFAS  No.  141  provides   standards  for   accounting   for  business
          combinations.  Among other things,  it requires that only the purchase
          method  of  accounting  be used and  that  certain  intangible  assets
          acquired  in a  business  combination  (i.e.  those that  result  from
          contractual  or other legal rights or are separable) be recorded as an
          asset apart from goodwill.  The transition  provisions require that an
          assessment  be  made  of  previous   business   combinations  and,  if
          appropriate,  reclassifications  be made to or from goodwill to adjust
          the  recording  of  intangible  assets  such  that  the  criteria  for
          recording  intangible  assets  apart from  goodwill  is applied to the
          previous business combinations.













Registration Statement                                                 Page 55
<PAGE>





                             NET-FORCE SYSTEMS INC.
                 Notes to the Consolidated Financial Statements
                       October 31, 2001 and April 30, 2001


NOTE 2 -  RECENT ACCOUNTING PRONOUNCEMENT (Continued)

          SFAS  No.  142  provides,   among  other  things,  that  goodwill  and
          intangible  assets with  indeterminate  lives shall not be  amortized.
          Goodwill shall be assigned to a reporting  unit and annually  assessed
          for  impairment.  Intangible  assets with  determinate  lives shall be
          amortized  over their  estimated  useful lives,  with the useful lives
          reassessed  continuously,  and shall be assessed for impairment  under
          the  provisions  of SFAS No. 121,  "Accounting  for the  Impairment of
          Long-Lived  Assets  and for  Long-Lived  Assets  to be  Disposed  Of."
          Goodwill is also  assessed  for  impairment  on an interim  basis when
          events and circumstances  warrant.  Upon adoption of SFAS No. 142, the
          Company will assess  whether an  impairment  loss should be recognized
          and measured by comparing  the fair value of the  "reporting  unit" to
          the carrying value,  including goodwill. If the carrying value exceeds
          fair value,  then the Company  will  compare the implied fair value of
          the goodwill"  (as defined in SFAS No. 142) to the carrying  amount of
          the  goodwill.  If the  carrying  amount of the  goodwill  exceeds the
          implied fair value,  then the goodwill will be adjusted to the implied
          fair value.

          While the Company has not  completed  the process of  determining  the
          effect  of these new  accounting  pronouncements  on its  consolidated
          financial statements, the Company currently expects that there will be
          no  reclassification  in connection with the transition  provisions of
          SFAS No.  141 based on  clarifications  of the  transition  provisions
          issued by the FASB in October 2001.  Accordingly,  the Company expects
          that, after implementation of SFAS No. 142, all intangible assets will
          be amortizable and the goodwill will not be amortizable.


NOTE 3 -  SUBSEQUENT ACCOUNTING PRONOUNCEMENTS

          SFAS No. 143 -- On August 16,  2001,  the FASB  issued  SFAS No.  143,
          ------------
          "Accounting for Asset Retirement  Obligations," which is effective for
          fiscal  years   beginning  after  June  15,  2002.  It  requires  that
          obligations  associated  with the retirement of a tangible  long-lived
          asset be recorded as a liability when those  obligations are incurred,
          with the amount of the  liability  initially  measured  at fair value.
          Upon  initially  recognizing  a  liability  for an accrued  retirement
          obligation,  an entity  must  capitalize  the cost by  recognizing  an
          increase in the carrying amount of the related  long-lived asset. Over
          time, the liability is accreted to its present value each period,  and
          the  capitalized  cost is  depreciated  over  the  useful  life of the
          related  asset.  Upon  settlement of the  liability,  an entity either
          settles the  obligation  for its  recorded  amount or incurs a gain or
          loss upon settlement.  While the Company has not completed the process
          of determining the effect of this new accounting  pronouncement on its
          consolidated financial statements,  the Company currently expects that
          the effect of SFAS No.  143 on the  Company's  consolidated  financial
          statements, when it becomes effective, will not be significant.





Registration Statement                                                 Page 56
<PAGE>





                             NET-FORCE SYSTEMS INC.
                 Notes to the Consolidated Financial Statements
                       October 31, 2001 and April 30, 2001


NOTE 3 -  SUBSEQUENT ACCOUNTING PRONOUNCEMENTS (Continued)

          SFAS No. 144 - On October 3, 2001, the Financial  Accounting Standards
          ------------
          Board issued SFAS No. 144,  "Accounting for the Impairment or Disposal
          of Long-Lived  Assets"  which is effective  for  financial  statements
          issued  for  fiscal  years  beginning  after  December  15,  2001 and,
          generally,  its provisions are to be applied  prospectively.  SFAS 144
          supercedes  SFAS  Statement  No.  121 (FAS 121),  "Accounting  for the
          Impairment  of  Long-Lived  Assets  and for  Long-Lived  Assets  to Be
          Disposed  Of." SFAS 144 applies to all  long-lived  assets  (including
          discontinued operations) and consequently amends Accounting Principles
          Board  Opinion  No.  30 (APB 30),  "Reporting  Results  of  Operations
          Reporting the Effects of Disposal of a Segment of a Business."

          SFAS 144  develops  one  accounting  model (based on the model in SFAS
          121) for long-lived assets that are to be disposed of by sale, as well
          as addresses the principal  implementation  issues.  SFAS 144 requires
          that long-lived  assets that are to be disposed of by sale be measured
          at the  lower of book  value or fair  value  less  cost to sell.  That
          requirement  eliminates the  requirement  of APB 30 that  discontinued
          operations  be  measured  at net  realizable  value  or that  entities
          include under  "discontinued  operations" in the financial  statements
          amounts for operating losses that have not yet occurred. Additionally,
          FAS 144 expands the scope of  discontinued  operations  to include all
          components of an entity with operations that (1) can be  distinguished
          from  the  rest of the  entity  and (2)  will be  eliminated  from the
          ongoing operations of the entity in a disposal transaction.

          While the Company has not  completed  the process of  determining  the
          effect  of  this  new  accounting  pronouncement  on its  consolidated
          financial statements, the Company currently expects that the effect of
          SFAS No. 144 on the Company's consolidated financial statements,  when
          it becomes effective, will not be significant.


NOTE 4 -  GOING CONCERN

          The Company's  consolidated  financial  statements  are prepared using
          generally accepted accounting principles applicable to a going concern
          which  contemplates  the  realization  of assets  and  liquidation  of
          liabilities in the normal course of business. The Company has incurred
          losses from its inception through April 30, 2001 and has a significant
          working  capital  deficit.  The Company  does not have an  established
          source of  revenues  sufficient  to cover its  operating  costs and to
          allow it to  continue  as a going  concern.  It is the  intent  of the
          Company to seek additional financing through private placements of its
          common  stock.  This will be  accomplished  through  the use of equity
          issuances.  Management believes the funds will more likely than not be
          successfully  raised,  but  there  can be no  assurance  of this.  The
          Company  expects that operations will increase in 2002, and will start
          to provide  cash flows from  operations  and  expansion.  The  Company
          expects that it will need  $480,000 to $600,000  additional  funds for
          operations and expansion in 2002.








Registration Statement                                                 Page 57
<PAGE>





                             NET-FORCE SYSTEMS INC.
                 Notes to the Consolidated Financial Statements
                       October 31, 2001 and April 30, 2001


NOTE 5 -  MATERIAL EVENTS

          Common Stock
          ------------

          On August 15, 2001,  the Company issued 200,000 shares of common stock
          valued at $0.10 per share, to a director for services and consulting.

          On September  15, 2001,  the Company  converted the related party note
          payable of  $208,121  and  accrued  interest  of $6,362 into equity by
          issuing  2,144,830  shares  of  common  stock at $0.10 per share for a
          total of $214,483.

          On  September  15,  2001,  the  Company  converted  a note  payable of
          $495,000  and  accrued  interest  of  $107,783  into equity by issuing
          6,027,830  shares  of  common  stock at $0.10 per share for a total of
          $602,783.

          On September 15, 2001, the Company converted a note payable of $50,000
          and accrued  interest of $3,333 into equity by issuing  533,333 shares
          of common stock at $0.10 per share for a total of $53,333.

          On October 2,  2001,  the  Company  converted  the stock  subscription
          payable of $50,000  into  equity by issuing  500,000  shares of common
          stock at $0.10 per share.

          506 regulation D
          ----------------

          On November 15, 2001,  the board of directors  approved a best efforts
          private  placement equity  fundraising  under Rule 506 of Regulation D
          for up to 500,000  shares at $0.10 per share.  The  Company has raised
          $-0- as of the date of the audit report.





















Registration Statement                                                 Page 58
<PAGE>







NET FORCE SYSTEMS INC. AUDITED FINANCIAL STATEMENTS, APRIL 30, 2001

















                             NET-FORCE SYSTEMS INC.

                        CONSOLIDATED FINANCIAL STATEMENTS

                             April 30, 2001 and 2000





























Registration Statement                                                 Page 59
<PAGE>














                                 C O N T E N T S


Independent Auditors' Report................................................ 3

Consolidated Balance Sheet.................................................. 4

Consolidated Statements of Operations....................................... 6

Consolidated Statements of Stockholders' Equity (Deficit)................... 7

Consolidated Statements of Cash Flows....................................... 8

Notes to the Consolidated Financial Statements............................. 10






























                                      F-2

Registration Statement                                                 Page 60
<PAGE>













                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------



To the Board of Directors
Net-Force Systems Inc.
Antigua, West Indies

We have  audited  the  accompanying  consolidated  balance  sheets of  Net-Force
Systems  Inc.  as of  April  30,  2001 and  2000  and the  related  consolidated
statements of operations, stockholders' equity (deficit), and cash flows for the
years ended April 30, 2001,  2000,  and from  inception on March 1, 1999 through
April 30, 1999. 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 audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
Net-Force  Systems  Inc.  as of April 30,  2001 and 2000,  and the  consolidated
results of their  operations  and their cash flows for the years ended April 30,
2001,  2000,  and from  inception  on March 1, 1999  through  April 30,  1999 in
conformity with accounting principles generally accepted in the United States of
America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 5 to the
consolidated   financial   statements,   the  Company's  recurring  losses  from
operations and working capital deficit raise substantial doubt about its ability
to continue as a going concern.  Management's plans concerning these matters are
also described in Note 5. The consolidated  financial  statements do not include
any adjustments that might result from the outcome of this uncertainty.



HJ & Associates, LLC
Salt Lake City, Utah
January 2, 2002




                                      F-3


Registration Statement                                                 Page 61
<PAGE>




<TABLE>
<CAPTION>
                             NET-FORCE SYSTEMS INC.
                           Consolidated Balance Sheets


ASSETS

                                                                     April 30,
                                                      ---------------------------------------
                                                            2001                  2000
                                                      -----------------    ------------------

CURRENT ASSETS

<S>                                                   <C>                         <C>
   Cash                                               $          33,292           $   131,269
   Accounts receivable, net                                       9,805                     -
   Reserves and deposits with credit card
    processors (Note 8)                                          30,858                     -
   Prepaid expenses                                                   -                34,698
   Gaming license (Note 10)                                      91,667                     -
   Other current assets                                               -                 2,593
                                                      -----------------    ------------------

     Total Current Assets                                       165,622               168,560
                                                      -----------------    ------------------

PROPERTY AND EQUIPMENT (Note 2)                                  26,551                40,891
                                                      -----------------    ------------------

OTHER ASSETS

   Player deposits (Note 9)                                      73,828                     -
   Deposits                                                       3,193                12,061
                                                      -----------------    ------------------

     Total Other Assets                                          77,021                12,061
                                                      -----------------    ------------------

     TOTAL ASSETS                                     $         269,194    $          221,512
                                                      =================    ==================







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


                                       F-4











Registration Statement                                                 Page 62
<PAGE>




<CAPTION>
                             NET-FORCE SYSTEMS INC.
                     Consolidated Balance Sheets (Continued)

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------

                                                                     April 30,
                                                      ---------------------------------------
                                                            2001                  2000
                                                      -----------------    ------------------

CURRENT LIABILITIES

<S>                                                   <C>                  <C>
   Accounts payable                                   $          42,400    $           37,157
   Accrued expenses                                              24,351                     -
   Interest payable - related party                               4,243                     -
   Interest payable                                              81,707                55,690
   Stock subscription payable                                    50,000                     -
   Player deposits (Note 9)                                      73,828                     -
   Current portion note payable - related party
    (Note 3)                                                      2,025                 2,024
   Current portion notes payable (Note 4)                       495,000                     -
                                                      -----------------    ------------------

     Total Current Liabilities                                  773,554                94,871
                                                      -----------------    ------------------

LONG-TERM DEBT

   Note payable - related party (Note 3)                        128,596                     -
   Notes payable (Note 4)                                        50,000               495,000
                                                      -----------------    ------------------

     Total Long-Term Debt                                       178,596               495,000
                                                      -----------------    ------------------

     Total Liabilities                                          952,150               589,871
                                                      -----------------    ------------------

COMMITMENTS AND CONTINGENCIES (Note 7)

STOCKHOLDERS' EQUITY (DEFICIT)

   Preferred stock: 50,000,000 shares authorized of
    $0.001 par
    value, zero issued and outstanding                                -                     -
   Common stock: 100,000,000 shares authorized
    of $0.001 par value, 7,500,000 and 8,500,000                  7,500                 8,500
    shares issued and outstanding, respectively
   Additional paid-in capital                                   198,000                27,000
   Accumulated deficit                                         (888,456)             (403,859)
                                                      -----------------    ------------------

     Total Stockholders' Equity (Deficit)                      (682,956)             (368,359)
                                                      -----------------    ------------------

     TOTAL LIABILITIES AND STOCKHOLDERS'
     EQUITY (DEFICIT)                                 $         269,194    $          221,512
                                                      =================    ==================
</TABLE>

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

                                       F-5

Registration Statement                                                 Page 63
<PAGE>




<TABLE>
<CAPTION>
                             NET-FORCE SYSTEMS INC.
                      Consolidated Statements of Operations


                                                                  For the                          From
                                                                Years Ended                   Inception on
                                                                 April 30,                    March 1, 1999
                                                   --------------------------------------   Through April 30,
                                                          2001                2000                1999
                                                   ------------------ -------------------  ------------------

REVENUE

<S>                                                <C>                 <C>                 <C>
   Sales                                           $          318,490  $            1,399  $                -
   Cost of sales                                              217,769               1,477                   -
                                                   ------------------  ------------------  ------------------

     Gross Margin (Deficit)                                   100,721                 (78)                  -
                                                   ------------------  ------------------  ------------------

EXPENSES

   General and administrative                                 489,278             349,175               6,493
   Depreciation and amortization                               18,241               6,428                   -
                                                   ------------------  ------------------  ------------------

     Total Expenses                                           507,519             355,603               6,493
                                                   ------------------  ------------------  ------------------

LOSS FROM OPERATIONS                                         (406,798)           (355,681)             (6,493)
                                                   ------------------  ------------------  ------------------

OTHER INCOME (EXPENSE)

   Loss on abandonment of leasehold improvements               (6,700)                  -                   -
   Gain on sale of assets                                         491                   -                   -
   Interest income                                              1,013               3,635                   -
   Other income                                                 7,656              10,370                   -
   Interest expense                                           (80,259)            (55,690)                  -
                                                   ------------------  ------------------  ------------------

     Total Other Income (Expense)                             (77,799)            (41,685)                  -
                                                   ------------------  ------------------  ------------------

PROVISION FOR INCOME TAX                                            -                   -                   -
                                                   ------------------  ------------------  ------------------

NET LOSS                                           $         (484,597) $         (397,366) $           (6,493)
                                                   ==================  ==================  ==================

BASIC LOSS PER SHARE                               $            (0.07) $            (0.05) $            (0.00)
                                                   =================== ==================  ==================

WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                                         7,171,233           8,500,000           5,899,999
                                                   ==================  ==================  ==================
</TABLE>



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


                                       F-6


Registration Statement                                                 Page 64
<PAGE>




<TABLE>
<CAPTION>
                             NET-FORCE SYSTEMS INC.
            Consolidated Statements of Stockholders' Equity (Deficit)


                                              Common Stock                Additional
                                  ----------------------------------        Paid-in         Accumulated
                                      Shares             Amount             Capital           Deficit
                                  ----------------   ---------------    --------------   -----------------

<S>                                      <C>         <C>                <C>              <C>
Balance, March 1, 1999                           -   $             -    $            -   $               -

March 1, 1999, common stock
 issued to founders for cash at
 $0.001 per share                        5,500,000             5,500                 -                   -

April 22, 1999, common stock
 issued for cash at $0.01 per
 share                                   3,000,000             3,000            27,000                   -

Net loss from inception on
 March 1, 1999 through
 April 30, 1999                                  -                 -                 -              (6,493)
                                  ----------------   ---------------    --------------   -----------------

Balance, April 30, 1999                  8,500,000   $         8,500    $       27,000   $          (6,493)

Net loss for the year ended
 April 30, 2000                                  -                 -                 -            (397,366)
                                  ----------------   ----------------   ---------------  -----------------

Balance, April 30, 2000                  8,500,000             8,500            27,000            (403,859)

July 1, 2000, common stock
 repurchased and canceled at
 $0.01 per share                        (3,000,000)           (3,000)          (27,000)                  -

September 30, 2000, common
 stock issued for cash at $0.10
 per share                               2,000,000             2,000           198,000                   -

Net loss for the year ended
 April 30, 2001                                  -                 -                 -            (484,597)
                                  ----------------   ---------------    --------------   -----------------

Balance, April 30, 2001                  7,500,000   $         7,500    $      198,000   $        (888,456)
                                  ================   ===============    ==============   =================
</TABLE>


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


                                       F-7



Registration Statement                                                 Page 65
<PAGE>




<TABLE>
<CAPTION>
                             NET-FORCE SYSTEMS INC.
                      Consolidated Statements of Cash Flows


                                                                 For the                         From
                                                               Years Ended                   Inception on
                                                                 April 30,                   March 1, 1999
                                                  --------------------------------------   Through April 30,
                                                         2001               2000                 1999
                                                  ------------------  ------------------  ------------------

CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                               <C>                 <C>                 <C>
   Net loss                                       $         (484,597) $         (397,366) $           (6,493)
   Adjustments to reconcile net loss to net cash
    used by operating activities:
     Depreciation and amortization                            18,241               6,428                   -
     Gain on sale of asset                                      (491)                  -                   -
     Loss on abandonment of leasehold improvements             6,700                   -                   -
   Changes in assets and liabilities:
     (Increase) in reserves and deposits                     (30,858)                  -                   -
     (Increase) in accounts receivables                       (7,212)            (49,352)                  -
     Decrease in prepaid expenses                             34,698                   -                   -
     Decrease in other assets                                (64,960)                  -                   -
     (Increase) in license                                  (100,000)                  -                   -
     Increase in accounts payable                              5,243              34,681               4,500
     Increase in accrued interest                             26,017              55,690                   -
     Increase in accrued interest - related party              4,243                   -                   -
     Increase in accrued expense                              24,351                   -                   -
     Increase in player deposit                               73,828                   -                   -
                                                  ------------------  ------------------  ------------------

       Net Cash (Used) by Operating Activities              (494,797)           (349,919)             (1,993)
                                                  ------------------  ------------------  ------------------

CASH FLOWS FROM INVESTING ACTIVITIES

   Purchase of fixed assets                                   (3,704)            (47,319)                  -
   Proceeds from sale of fixed assets                          1,927                   -                   -
                                                  ------------------  ------------------  ------------------

       Net Cash (Used) by Investing Activities                (1,777)            (47,319)                  -
                                                  ------------------  ------------------  ------------------

CASH FLOWS FROM FINANCING ACTIVITIES

   Proceeds from notes payable - related party               128,597                   -                   -
   Proceeds from notes payable                                50,000             495,000                   -
   Increase in stock subscription payable                     50,000                   -                   -
   Common stock issued for cash                              200,000                   -              35,500
   Repurchase of and cancellation of common stock            (30,000)                  -                   -
                                                  ------------------  ------------------  ------------------

       Net Cash Provided by Financing Activities             398,597             495,000              35,500
                                                  ------------------  ------------------  ------------------



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


                                       F-8

Registration Statement                                                 Page 66
<PAGE>




<CAPTION>
                             NET-FORCE SYSTEMS INC.
                Consolidated Statements of Cash Flows (Continued)


                                                                 For the                         From
                                                               Years Ended                   Inception on
                                                                 April 30,                   March 1, 1999
                                                  --------------------------------------   Through April 30,
                                                         2001               2000                 1999
                                                  ------------------  ------------------  ------------------


<S>                                               <C>                 <C>                 <C>
NET INCREASE (DECREASE) IN CASH                              (97,977)             97,762              33,507

CASH AT BEGINNING OF PERIOD                                  131,269              33,507                   -
                                                  ------------------  ------------------  ------------------

CASH AT END OF PERIOD                             $           33,292  $          131,269  $           33,507
                                                  ==================  ==================  ==================

CASH PAID FOR:

   Interest                                       $           50,000  $                -  $                -
   Income taxes                                   $                -  $                -  $                -
</TABLE>











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



                                       F-9














Registration Statement                                                 Page 67
<PAGE>




                             NET-FORCE SYSTEMS INC.
                 Notes to the Consolidated Financial Statements
                          April 30, 2001, 2000 and 1999


NOTE 1 -  ORGANIZATION AND DESCRIPTION OF BUSINESS

          The Company was incorporated on March 1, 1999 under the  International
          Business  Corporations  Act No. 28 of 1982 of the laws of Antigua  and
          Barbuda as Net-Force Systems Inc.

          The Company will be engaged in all business activities permitted under
          the   International   Business   Corporations   Act  of  1982   except
          International Banking, Trust and Insurance. It will generally carry on
          the business of an investment and holding company.

          On August 5, 1999, a wholly-owned subsidiary,  Net Force Entertainment
          Inc. (Entertainment) was incorporated under the International Business
          Corporations  Act No. 28 of 1982 of the laws of Antigua  and  Barbuda.
          This subsidiary company will be engaged in all aspect of International
          betting,  gaming,  sports  betting  and  bookmaking  but  with a major
          emphasis on internet gaming.

          Entertainment  has been  granted a gaming  license by the  Antigua and
          Barbuda  Free  Trade &  Processing  zone and has also  entered  into a
          software  gaming  license with Softec  Systems for the operation of an
          internet casino. The Company commenced operations in April 2000.

NOTE 2 -  SIGNIFICANT ACCOUNTING POLICIES

          a.   Accounting Method

          The  Company's  financial  statements  are prepared  using the accrual
          method of accounting. The Company has elected an April 30 year end.

          b.   Basic Loss Per Share

          Basic loss per share has been calculated based on the weighted average
          number of shares of common stock outstanding during the period.

<TABLE>
<CAPTION>
                                                  For the                         From
                                                Years Ended                   Inception on
                                                  April 30,                   March 1, 1999
                                   --------------------------------------   Through April 30,
                                          2001               2000                 1999
                                   ------------------  ------------------  ------------------
<S>                                <C>                 <C>                 <C>
          Basic loss per share:
          Numerator - net loss     $         (484,597) $         (397,366) $           (6,493)
          Denominator - weighted
          average number of
          shares outstanding                7,171,233           8,500,000           5,899,999
                                   ------------------  ------------------   -----------------

          Loss per share           $            (0.07) $            (0.05) $            (0.00)
                                   ==================  ==================  ==================
</TABLE>

                                 F-10

Registration Statement                                                 Page 68
<PAGE>




                             NET-FORCE SYSTEMS INC.
                 Notes to the Consolidated Financial Statements
                          April 30, 2001, 2000 and 1999


NOTE 2 -  SIGNIFICANT ACCOUNTING POLICIES (Continued)

          c.   Provision for Taxes

          The Company's  operations are within the  Jurisdiction  of St. John's,
          Antigua, where there is no corporate income tax.

          d.   Cash and Cash Equivalents

          The Company  considers all highly liquid investment with a maturity of
          three months or less when purchased to be cash equivalent.

          e.   Principles of Consolidation

          The April 30, 2001  financial  statements  are  consolidated  with the
          Company and Entertainment.  All significant  intercompany accounts and
          transaction have been eliminated.

          f.   Property and Equipment

          Office  equipment  and  leasehold  improvements  are recorded at cost.
          Minor additions and renewals are expensed in the year incurred.  Major
          additions  and renewals are  capitalized  and  depreciated  over their
          estimated useful lives. Depreciation of office equipment and leasehold
          improvements  is  computed  using the  straight-line  method  over the
          estimated  useful lives of the asset of 5 and 10 years,  respectively.
          Vehicles   are   depreciated   over  a  life  of  5  years  using  the
          straight-line method.  Software is depreciated over a life of 5 years.
          Depreciation  expense for  continuing  operations  for the years ended
          April  30,  2001,  2000  and  1999  was  $9,908,   $6,428,  and  $-0-,
          respectively.

          Property and equipment consists of the following:

                                                        April 30,
                                          -------------------------------------
                                                 2001               2000
                                          -----------------   -----------------

          Vehicles                        $           3,704   $               -
          Computer equipment                         19,450              19,550
          Computer software                          10,000              10,000
          Office furniture and equipment              6,274               8,101
          Leasehold improvements                          -               9,668
          Accumulated depreciation                 (12,877)              (6,428)
                                          -----------------   -----------------

          Net Property and Equipment      $          26,551   $          40,891
                                          =================   =================


                                      F-11


Registration Statement                                                 Page 69
<PAGE>




                             NET-FORCE SYSTEMS INC.
                 Notes to the Consolidated Financial Statements
                          April 30, 2001, 2000 and 1999


NOTE 2 -  SIGNIFICANT ACCOUNTING POLICIES (Continued)

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

          h.   Recent Accounting Pronouncements

          The  Company  has adopted the  provisions  of FASB  Statement  No. 138
          Accounting for Certain Derivative  Instruments and Hedging Activities,
          (an  amendment of FASB  Statement  No.  133.)  Because the Company had
          adopted the  provisions of FASB  Statement No. 133,  prior to June 15,
          2000,  this statement is effective for all fiscal  quarters  beginning
          after June 15, 2000.  The adoption of this  principle  had no material
          effect on the company's consolidated financial statements.

          The  Company  has adopted the  provisions  of FASB  Statement  No. 140
          Accounting  for  Transfers  and  Servicing  of  Financial  Assets  and
          Extinguishments  of  Liabilities  (a replacement of FASB Statement No.
          125.) This statement provides  accounting and reporting  standards for
          transfers and  servicing of financial  assets and  extinguishments  of
          liabilities.  Those standards are based on consistent application of a
          financial-components  approach  that  focuses on  control.  Under that
          approach, the transfer of financial assets, the Company recognized the
          financial and servicing  assets it controls and the liabilities it has
          incurred,   derecognizes   financial  assets  when  control  has  been
          surrendered,  and  derecognizes  liabilities when  extinguished.  This
          statement provides consistent  standards for distinguishing  transfers
          of  financial  assets that are sales from  transfers  that are secured
          borrowings. This statement is effective for transfers and servicing of
          financial assets and  extinguishments  of liabilities  occurring after
          March 31,  2001.  This  statement  is effective  for  recognition  and
          reclassification  of  collateral  and  for  disclosures   relating  to
          securitization  transactions  and  collateral  for fiscal years ending
          after  December  15,  2000.  The  adoption  of this  principle  had no
          material effect on the Company's consolidated financial statements.

          The  Company  had  adopted the  provisions  of FIN 44  Accounting  for
          Certain  Transactions  Involving Stock Compensation (an interpretation
          of APB Opinion No. 25.) This interpretation is effective July 1, 2000.
          FIN 44 clarifies  the  application  of Opinion No. 25 for only certain
          issues.  It does not address any issues related to the  application of
          the fair value method in Statement No. 123. Among other issues, FIN 44
          clarifies the definition of employee for purposes of applying  Opinion
          25,  the  criteria  for  determining  whether  a plan  qualifies  as a
          noncompensatory   plan,   the   accounting   consequence   of  various
          modifications  to the  terms of a  previously  fixed  stock  option or
          award, and accounting for an exchange of stock compensation  awards in
          a business combination. The adoption of this principle had no material
          effect on the Company's consolidated financial statements.


                                      F-12




Registration Statement                                                 Page 70
<PAGE>




                             NET-FORCE SYSTEMS INC.
                 Notes to the Consolidated Financial Statements
                          April 30, 2001, 2000 and 1999


NOTE 2 -  SIGNIFICANT ACCOUNTING POLICIES (Continued)

          i.   Subsequent Accounting Pronouncements

          In  accordance  with SFAS No. 121,  Accounting  for the  Impairment of
          Long-Lived  Assets  and  for  Long-Lived  Assets  to Be  Disposed  Of,
          long-lived assets, including goodwill associated with other long-lived
          assets,  are evaluated for  impairment  whenever  events or changes in
          circumstances indicate that the carrying amount of an asset may not be
          recoverable.

          SFAS  No.'s  141 and 142 -- In June  2001,  the  Financial  Accounting
          ------------------------
          Standards  Board (FASB)  adopted  Statement  of  Financial  Accounting
          Standards  SFAS No.  141,  Business  Combinations,  and SFAS No.  142,
          Goodwill and Other Intangible Assets.  SFAS No. 141 is effective as to
          any  business  combination  occurring  after June 30, 2001 and certain
          transition provisions that affect accounting for business combinations
          prior to June 30, 2001 are  effective as of the date that SFAS No. 142
          is  applied  in its  entirety,  which  will be January 1, 2002 for the
          Company.  SFAS  No.  142 is  effective,  generally,  in  fiscal  years
          beginning  after  December  15,  2001,  which will be the fiscal  year
          ending April 30, 2002 for the Company.

          SFAS  No.  141  provides   standards  for   accounting   for  business
          combinations.  Among other things,  it requires that only the purchase
          method  of  accounting  be used and  that  certain  intangible  assets
          acquired  in a  business  combination  (i.e.  those that  result  from
          contractual  or other legal rights or are separable) be recorded as an
          asset apart from goodwill.  The transition  provisions require that an
          assessment  be  made  of  previous   business   combinations  and,  if
          appropriate,  reclassifications  be made to or from goodwill to adjust
          the  recording  of  intangible  assets  such  that  the  criteria  for
          recording  intangible  assets  apart from  goodwill  is applied to the
          previous business combinations.

          SFAS  No.  142  provides,   among  other  things,  that  goodwill  and
          intangible  assets with  indeterminate  lives shall not be  amortized.
          Goodwill shall be assigned to a reporting  unit and annually  assessed
          for  impairment.  Intangible  assets with  determinate  lives shall be
          amortized  over their  estimated  useful lives,  with the useful lives
          reassessed  continuously,  and shall be assessed for impairment  under
          the  provisions  of SFAS No. 121,  Accounting  for the  Impairment  of
          Long-Lived  Assets  and  for  Long-Lived  Assets  to be  Disposed  Of.
          Goodwill is also  assessed  for  impairment  on an interim  basis when
          events and circumstances  warrant.  Upon adoption of SFAS No. 142, the
          Company will assess  whether an  impairment  loss should be recognized
          and measured by comparing the fair value of the reporting  unit to the
          carrying value, including goodwill. If the carrying value exceeds fair
          value,  then the Company  will  compare the implied  fair value of the
          goodwill  (as defined in SFAS No. 142) to the  carrying  amount of the
          goodwill.  If the carrying amount of the goodwill  exceeds the implied
          fair value,  then the  goodwill  will be adjusted to the implied  fair
          value.





                                      F-13




Registration Statement                                                 Page 71
<PAGE>




                             NET-FORCE SYSTEMS INC.
                 Notes to the Consolidated Financial Statements
                          April 30, 2001, 2000 and 1999


NOTE 2 -  SIGNIFICANT ACCOUNTING POLICIES (Continued)

          i. Subsequent Accounting Pronouncements (Continued)

          While the Company has not  completed  the process of  determining  the
          effect  of these new  accounting  pronouncements  on its  consolidated
          financial statements, the Company currently expects that there will be
          no  reclassification  in connection with the transition  provisions of
          SFAS No.  141 based on  clarifications  of the  transition  provisions
          issued by the FASB in October 2001.  Accordingly,  the Company expects
          that, after implementation of SFAS No. 142, all intangible assets will
          be amortizable and the goodwill will not be amortizable.

          SFAS No. 143 -- On August 16,  2001,  the FASB  issued  SFAS No.  143,
          ------------
          Accounting for Asset  Retirement  Obligations,  which is effective for
          fiscal  years   beginning  after  June  15,  2002.  It  requires  that
          obligations  associated  with the retirement of a tangible  long-lived
          asset be recorded as a liability when those  obligations are incurred,
          with the amount of the  liability  initially  measured  at fair value.
          Upon  initially  recognizing  a  liability  for an accrued  retirement
          obligation,  an entity  must  capitalize  the cost by  recognizing  an
          increase in the carrying amount of the related  long-lived asset. Over
          time, the liability is accreted to its present value each period,  and
          the  capitalized  cost is  depreciated  over  the  useful  life of the
          related  asset.  Upon  settlement of the  liability,  an entity either
          settles the  obligation  for its  recorded  amount or incurs a gain or
          loss upon settlement.  While the Company has not completed the process
          of determining the effect of this new accounting  pronouncement on its
          consolidated financial statements,  the Company currently expects that
          the effect of SFAS No.  143 on the  Company's  consolidated  financial
          statements, when it becomes effective, will not be significant.

          SFAS No. 144 On October 3, 2001,  the Financial  Accounting  Standards
          ------------
          Board issued SFAS No. 144,  Accounting  for the Impairment or Disposal
          of  Long-Lived  Assets which is  effective  for  financial  statements
          issued  for  fiscal  years  beginning  after  December  15,  2001 and,
          generally,  its provisions are to be applied  prospectively.  SFAS 144
          supercedes  SFAS  Statement  No.  121 (FAS  121),  Accounting  for the
          Impairment  of  Long-Lived  Assets  and for  Long-Lived  Assets  to Be
          Disposed  Of. SFAS 144  applies to all  long-lived  assets  (including
          discontinued operations) and consequently amends Accounting Principles
          Board  Opinion  No.  30 (APB  30),  Reporting  Results  of  Operations
          Reporting the Effects of Disposal of a Segment of a Business.

          SFAS 144  develops  one  accounting  model (based on the model in SFAS
          121) for long-lived assets that are to be disposed of by sale, as well
          as addresses the principal  implementation  issues.  SFAS 144 requires
          that long-lived  assets that are to be disposed of by sale be measured
          at the  lower of book  value or fair  value  less  cost to sell.  That
          requirement  eliminates the  requirement  of APB 30 that  discontinued
          operations  be  measured  at net  realizable  value  or that  entities
          include under  discontinued  operations  in the  financial  statements
          amounts for operating losses that have not yet occurred.


                                      F-14







Registration Statement                                                 Page 72
<PAGE>




                             NET-FORCE SYSTEMS INC.
                 Notes to the Consolidated Financial Statements
                          April 30, 2001, 2000 and 1999


NOTE 2 -  SIGNIFICANT ACCOUNTING POLICIES (Continued)

          i.   Subsequent Accounting Pronouncements (Continued)

          Additionally,  FAS 144 expands the scope of discontinued operations to
          include all  components of an entity with  operations  that (1) can be
          distinguished  from the rest of the entity and (2) will be  eliminated
          from the ongoing operations of the entity in a disposal transaction.

          While the Company has not  completed  the process of  determining  the
          effect  of  this  new  accounting  pronouncement  on its  consolidated
          financial statements, the Company currently expects that the effect of
          SFAS No. 144 on the Company's consolidated financial statements,  when
          it becomes effective, will not be significant.

          j.   Revenue Recognition Policy

          The  Company  recognizes  as  revenue  the net  winnings  from  gaming
          activities,  which  is the  difference  between  gaming  winnings  and
          losses.  The  earnings  process is  complete  upon  receipt of the net
          winnings, and no further obligations exist to the customer.

          Cost of sales  includes  royalties,  payable  to Softec,  incurred  on
          Casino activity and bank discount fees incurred by the Company for the
          acceptance of credit cards.

          The formula for net revenue sharing is as follows: (Casino gain (loss)
          less  adjustment  for  incentives  less charge  backs) times a royalty
          factor to be paid to Softec.  The royalty  factor used  depends on net
          monthly  revenue.  The  following  table lists the schedule of royalty
          payments:

          Net Monthly RevenueRoyalty Fee Payable
          --------------------------------------

          0 to $500,000                      25%
          $500,001 to $1,000,000             20%
          $1,000,001 to $5,000,000           15%
          $5,000,001 to $10,000,000          12.5%
          $10,000,001 plus                   10%

          The  Company  renegotiated  the 25% factor  down to 15% for the period
          from September  2000 through August 2000,  after which the factor rose
          to 25% again.

          k.   Advertising

          The Company follows the policy of charging the costs of advertising to
          expense as  incurred.  Advertising  expense for the years ending April
          30, 2001, 2000 and 1999 was $174,859, $99,283, and $-0-, respectively.

                                      F-15



Registration Statement                                                 Page 73
<PAGE>




                             NET-FORCE SYSTEMS INC.
                 Notes to the Consolidated Financial Statements
                          April 30, 2001, 2000 and 1999


NOTE 2 -  SIGNIFICANT ACCOUNTING POLICIES (Continued)

          l.   Long-Lived Assets

          In  accordance  with SFAS No. 121,  Accounting  for the  Impairment of
          Long-Lived  Assets  and  for  Long-Lived  Assets  to Be  Disposed  Of,
          long-lived assets, including goodwill associated with other long-lived
          assets,  are evaluated for  impairment  whenever  events or changes in
          circumstances indicate that the carrying amount of an asset may not be
          recoverable.  The  Company  will  adopt  SFAS No.  144 and  apply  the
          provisions thereof.

          m.   Foreign Currency Translation

          Monetary assets and liabilities  denominated in foreign currencies are
          translated into United States dollars at the period end exchange rate.
          Non-monetary assets are translated at the historical exchange rate and
          all  income  and  expenses  are   translated  at  the  exchange  rates
          prevailing during the period.

          Foreign exchange currency translation  adjustments are included in the
          stockholders'  equity  section  as  other  comprehensive  income.  The
          Company  operates with East Caribbean  Dollars (EC). The exchange rate
          between the EC and the United States  Dollar (USD) is always  constant
          at .37453.  This constant exchange rate makes it unnecessary to have a
          foreign exchange  translation  adjustment in the stockholder's  equity
          section.

          n.   Concentrations of Risk - Foreign Operations

          The Company  operates in St.  John's which has a  developing  economy.
          Hyperinflation and rapid political and legal change, often accompanied
          by military  insurrection,  have been common in this and certain other
          emerging  markets in which the  Company may  conduct  operations.  The
          Company may be materially  adversely affected by possible political or
          economic  instability  in St John's.  The risks  include,  but are not
          limited to terrorism,  military  repression,  expropriation,  changing
          fiscal regimes,  high rates of inflation and the absence of industrial
          and economic  infrastructure.  Changes in  development  or  investment
          policies or shifts in the prevailing  political  climate in St. John's
          in which the Company  operates  could  adversely  affect the Company's
          business.  Operations may be affected in varying degrees by government
          regulations with respect to development restrictions,  price controls,
          export  controls,  income and other taxes,  expropriation of property,
          maintenance  of claims,  environmental  legislation,  labor,  welfare,
          benefit policies, land use, land claims of local residents,  water use
          and mine  safety.  The effect of these  factors  cannot be  accurately
          predicted.

          o.   Reclassifications

          Certain prior year amounts have been  reclassified  to conform to 2001
          presentation.


                                      F-16




Registration Statement                                                 Page 74
<PAGE>




                             NET-FORCE SYSTEMS INC.
                 Notes to the Consolidated Financial Statements
                          April 30, 2001, 2000 and 1999


NOTE 3 -  NOTE PAYABLE - RELATED PARTY


<TABLE>
<CAPTION>
          Geneva Overseas Holdings Ltd. (A Company                     April 30,
          controlled by the president of the Company)      ------------------------------
          made advances to the Company totaling                 2001            2000
          $128,596.  These advances have an interest       --------------  --------------
<S>                                                        <C>             <C>
          rate of 8% annually.  This note is unsecured.    $      130,621  $        2,024

          Less Current Portion                                      2,025           2,024
                                                           --------------  --------------

          Total Long-Term Debt -Related Party              $      128,596  $            -
                                                           ==============  ==============
</TABLE>

          The  following is a summary of the future  maturities of the long-term
          debt-related party:

                                                For the
                                              Year Ended
                                               April 30,
                                            ---------------

                                                 2002      $        2,025
                                                 2003              68,596
                                                 2004              60,000
                                                 2005                   -
                                                           --------------

                                                           $      130,621
                                                           ==============

          Interest  expense for the years ending  April 30, 2001,  2000 and 1999
          was $4,243, $-0- and $-0-,respectively.

NOTE 4 -  NOTES PAYABLE

<TABLE>
<CAPTION>
                                                                     April 30,
                                                           ------------------------------
          Note payable to Mountain High Management Inc.         2001            2000
          dated July 13, 1999, accruing interest at 15%    --------------  --------------
          annually, due on July 29, 2001.  This note is
<S>                                                        <C>             <C>
          unsecured.                                       $      495,000  $      495,000

          Note payable to Low Tide Investments, dated
          November 1, 2001, accruing interest at 8%
           annually, due on November 1, 2004. This note
          is unsecured.                                            50,000               -
                                                           --------------  --------------

          Total Notes Payable                                     545,000         495,000

          Less Current Portion                                    495,000               -
                                                           --------------  --------------

          Total Long-Term Debt                             $       50,000  $      495,000
                                                           ==============  ==============
</TABLE>

                                      F-17

Registration Statement                                                 Page 75
<PAGE>




                             NET-FORCE SYSTEMS INC.
                 Notes to the Consolidated Financial Statements
                          April 30, 2001, 2000 and 1999


NOTE 4 -  NOTES PAYABLE (Continued)

          The  following is a summary of the future  maturities of the long-term
          debt:

                                                For the
                                              Year Ended
                                                April 30,
                                            ---------------

                                                 2002      $       495,000
                                                 2003                    -
                                                 2004               50,000
                                                 2005                    -
                                                           ---------------

                                                           $       545,000
                                                           ===============

          Interest  expense for the years ending  April 30, 2001,  2000 and 1999
          was $76,016, $55,690, and $-0- respectively.

NOTE 5 -  GOING CONCERN

          The Company's  consolidated  financial  statements  are prepared using
          generally accepted accounting principles applicable to a going concern
          which  contemplates  the  realization  of assets  and  liquidation  of
          liabilities in the normal course of business. The Company has incurred
          losses from its inception through April 30, 2001 and has a significant
          working  capital  deficit.  The Company  does not have an  established
          source of  revenues  sufficient  to cover its  operating  costs and to
          allow it to  continue  as a going  concern.  It is the  intent  of the
          Company to seek additional financing through private placements of its
          common  stock.  This will be  accomplished  through  the use of equity
          issuances.  Management believes the funds will more likely than not be
          successfully  raised,  but  there  can be no  assurance  of this.  The
          Company  expects that operations will increase in 2002, and will start
          to provide  cash flows from  operations  and  expansion.  The  Company
          expects that it will need  $480,000 to $600,000  additional  funds for
          operations and expansion in 2002.

NOTE 6 -  STOCK TRANSACTIONS

          On March 1, 1999, the Company issued  5,500,000 shares of common stock
          to founders of the Company for $5,500 of cash. The shares were sold at
          the par value of $0.001.

          On April 22, 1999, the Company sold  3,000,000  shares of common stock
          to related investors for cash of $30,000 at $0.01 per share.

          On July 1, 2000, the Company repurchased and canceled 3,000,000 shares
          of common stock at $0.01 per share or $30,000 of cash.

          On September 30, 2000, the Company issued  2,000,000  shares of common
          stock at $0.10 per share for $200,000 of cash.

                                      F-18


Registration Statement                                                 Page 76
<PAGE>




                             NET-FORCE SYSTEMS INC.
                 Notes to the Consolidated Financial Statements
                          April 30, 2001, 2000 and 1999


NOTE 7 -  COMMITMENTS AND CONTINGENCIES

          Software Licensing Agreement

          In the first  quarter of 1999,  the  Company  entered  into a software
          licensing  agreement with Softec Systems Caribbean Inc.  (Softec),  to
          provide  online-gaming  software  and hardware  services.  The license
          agreement  calls for a commitment by the Company to spend a minimum of
          10% of the previous months net revenue (based on a yearly average) for
          ongoing promotion and marketing. The marketing obligation only applies
          to the first 365 days of operation.  The license  agreement also calls
          for sharing of net revenues  based on a specific  formula agreed to by
          the Company and Softec. The license agreement may be terminated by the
          Company at the end of any one-year term or by Softec at the end of any
          one-year term subsequent to the first year of the agreement.

          All of the Company's  websites and  advertising are directly linked to
          Softec's  software.  Softec manages the software as well as the upkeep
          and  maintenance.  The  Company  is highly  dependent,  therefore,  on
          Softec's ability to maintain the software and keep it running.  In the
          event that the software fails,  the Company's  business and operations
          could be strongly affected.

          Private Placement
          -----------------

          On June 1,  2000,  the board of  directors  approved  a  Regulation  S
          Private  Placement for 2,500,000  shares of common stock to be sold at
          $0.10 per share.  Each share sold has an attached warrant  exercisable
          at $2.00 per share which expires on December 31, 2002. The Company has
          received  $250,000 and issued 2,500,000 shares pursuant to the Private
          Placement.

          506 Regulation D
          ----------------

          On July 1,  2000,  the  board of  directors  approved  a best  efforts
          private  placement equity  fundraising  under Rule 506 of Regulation D
          for up to  2,000,000  shares  at $0.50  per  share.  Each  share  sold
          pursuant to this offering is to have an attached  warrant  exercisable
          at $4.00 per share.  Any warrants issued are to expire on December 31,
          2002. The Company has not raised any funds from this offering.

NOTE 8 -  RESERVES AND DEPOSITS WITH CREDIT CARD PROCESSORS

          Reserves and deposits with credit card  processors  consist of rolling
          reserves held by merchant banks and funds for  transactions  processed
          and awaiting transfer to the Company's bank accounts.  As of April 30,
          2001 and 2000, the balance of these reserves and deposits were $30,858
          and $-0-, respectively.



                                      F-19






Registration Statement                                                 Page 77
<PAGE>




                             NET-FORCE SYSTEMS INC.
                 Notes to the Consolidated Financial Statements
                          April 30, 2001, 2000 and 1999


NOTE 9 -  PLAYER DEPOSITS

          As of April 30,  2001 and 2000,  the  Company  had  $73,828  and $-0-,
          respectively,  in cash representing  funds held on deposit in the form
          of e-cash  balances.  These  deposits  are  non-interest  bearing  and
          repayable on demand. These deposits are actually held by a third party
          for the benefit of the Company.

NOTE 10 - GAMING LICENSE

          The Company is required  to purchase a gaming  business  license on an
          annual  basis.  The cost of the license is $100,000  and is  amortized
          over twelve  months.  Amortization  expense for the years ending April
          30, 2001, 2000, and 1999 was $8,333, $-0- and $-0-, respectively.

NOTE 11 - SUBSEQUENT EVENTS

          Notes Payable - Related Party
          -----------------------------

          Subsequent  to April 30,  2001,  the  Company  borrowed  from  related
          parties an additional  $77,500 in two notes payable.  These notes bear
          an  annual  interest  rate of 8% and are due two  years  from the note
          dates.

          Common Stock
          ------------

          On August 15, 2001,  the Company issued 200,000 shares of common stock
          valued at $0.10 per share, to a director for services and consulting.

          On September  15, 2001,  the Company  converted the related party note
          payable of  $208,121  and  accrued  interest  of $6,362 into equity by
          issuing  2,144,830  shares  of  common  stock at $0.10 per share for a
          total of $214,483.

          On  September  15,  2001,  the  Company  converted  a note  payable of
          $495,000  and  accrued  interest  of  $107,783  into equity by issuing
          6,027,830  shares  of  common  stock at $0.10 per share for a total of
          $602,783.

          On September 15, 2001, the Company converted a note payable of $50,000
          and accrued  interest of $3,333 into equity by issuing  533,333 shares
          of common stock at $0.10 per share for a total of $53,333.

          On October 2, 2001,  the Company issued 500,000 shares of common stock
          for the subscription payable of $50,000 at $0.10 per share.

          On August 15, 2001,  the Company issued 200,000 shares of common stock
          valued at $0.10 per share, to a director for services and consulting.


                                      F-20



Registration Statement                                                 Page 78
<PAGE>




                             NET-FORCE SYSTEMS INC.
                 Notes to the Consolidated Financial Statements
                          April 30, 2001, 2000 and1999


NOTE 11 - SUBSEQUENT EVENTS (Continued)

          506 regulation D
          ----------------

          On November 15, 2001,  the board of directors  approved a best efforts
          private  placement equity  fundraising  under Rule 506 of Regulation D
          for up to 500,000  shares at $0.10 per share.  The  Company has raised
          $-0- as of the date of the audit report.

          Office lease
          ------------

          On August 1, 2001, the Company  signed a one-year lease  agreement for
          office space. This lease runs through July 3, 2002. The monthly rental
          amount is $629.  Minimum  future  lease  payments on this lease are as
          follows:

                                              For the
                                           Year Ended
                                              April 30,          Amount
                                           ------------    -----------------

                                                2002       $           5,661
                                                2003                   1,887
                                                           -----------------

                                                TOTAL      $          7,548
                                                           =================



                                      F-21






















Registration Statement                                                 Page 79
<PAGE>





NET FORCE SYSTEMS INC. AUDITED FINANCIAL STATEMENTS, APRIL 30, 2000
























                             NET-FORCE SYSTEMS INC.
                          (A Development Stage Company)

                        CONSOLIDATED FINANCIAL STATEMENTS

                             April 30, 2000 and 1999





















Registration Statement                                                 Page 80
<PAGE>












                                 C O N T E N T S


Independent Auditors' Report.................................................3

Consolidated Balance Sheets..................................................4

Consolidated Statements of Operations........................................6

Consolidated Statements of Stockholders' Equity (Deficit)....................7

Consolidated Statements of Cash Flows........................................8

Notes to the Consolidated Financial Statements...............................9




















                                       F-2












Registration Statement                                                 Page 81
<PAGE>










                          INDEPENDENT AUDITORS' REPORT
                          ----------------------------



To the Board of Directors
Net-Force Systems Inc.
(A Development Stage Company)
Antigua, West Indies

We have audited the accompanying consolidated balance sheet of Net-Force Systems
Inc. (a development stage company) as of April 30, 2000 and 1999 and the related
consolidated statements of operations,  stockholders' equity (deficit), and cash
flows for the years ended April 30, 2000 and 1999 and from inception on March 1,
1999 through April 30, 2000.  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 audits.

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

In our opinion, the consolidated  financial statements referred to above present
fairly,  in all  material  respects,  the  consolidated  financial  position  of
Net-Force  Systems Inc. (a  development  stage company) as of April 30, 2000 and
1999 and the  consolidated  results of their operations and their cash flows for
the years  ended  April 30,  2000 and 1999 and from  inception  on March 1, 1999
through  April 30,  2000 in  conformity  with  accounting  principals  generally
accepted in the United States of America.

The  accompanying  financial  statements  have been  prepared  assuming that the
Company  will  continue  as a  going  concern.  As  discussed  in  Note 5 to the
consolidated  financial  statements,  the Company is a development stage company
with no  significant  operating  results to date and a  substantial  accumulated
deficit,  which together raises  substantial doubt about its ability to continue
as a going  concern.  Management's  plans in  regard to these  matters  are also
described in Note 5. The  consolidated  financial  statements do not include any
adjustments that might result from the outcome of these uncertainties.



HJ & Associates, LLC
Salt Lake City, Utah
October 24, 2000, except for note 8 which is dated January 2, 2002


                                       F-3


Registration Statement                                                 Page 82
<PAGE>




<TABLE>
<CAPTION>
                             NET-FORCE SYSTEMS INC.
                          (A Development Stage Company)
                           Consolidated Balance Sheets


                                                                           April 30,
                                                             --------------------------------------
                                                                    2000                1999
                                                             ------------------  ------------------
CURRENT ASSETS

<S>                                                          <C>                 <C>
   Cash                                                      $          131,269  $           33,507
   Prepaid expenses                                                      34,698                   -
   Other current assets                                                   2,593                   -
                                                             ------------------  ------------------

     Total Current Assets                                               168,560              33,507
                                                             ------------------  ------------------

PROPERTY AND EQUIPMENT (Note 2)                                          40,891                   -
                                                             ------------------  ------------------

OTHER ASSETS

   Deposits                                                              12,061                   -
                                                             ------------------  ------------------

     Total Other Assets                                                  12,061                   -
                                                             ------------------  ------------------

     TOTAL ASSETS                                            $          221,512  $           33,507
                                                             ==================  ==================



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



                                       F-4



















Registration Statement                                                 Page 83
<PAGE>




<CAPTION>
                             NET-FORCE SYSTEMS INC.
                          (A Development Stage Company)
                     Consolidated Balance Sheets (Continued)


                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
                 ----------------------------------------------

                                                                           April 30,
                                                             --------------------------------------
                                                                    2000                1999
                                                             ------------------  ------------------
CURRENT LIABILITIES

<S>                                                          <C>                 <C>
   Accounts payable and accrued expenses                     $           37,157  $            2,500
   Related party payable (Note 3)                                         2,024               2,000
                                                             ------------------  ------------------

     Total Current Liabilities                                           39,181               4,500
                                                             ------------------  ------------------

LONG-TERM DEBT

   Note payable and accrued interest (Note 4)                           550,690                   -
                                                             ------------------  ------------------

     Total Long-Term Debt                                               550,690                   -
                                                             ------------------  ------------------

     Total Liabilities                                                  589,871               4,500
                                                             ------------------  ------------------

COMMITMENTS AND CONTINGENCIES (Note 7)

STOCKHOLDERS' EQUITY (DEFICIT)

   Preferred stock: 50,000,000 shares authorized of $0.001
     par value, zero issued and outstanding                                   -                   -
   Common stock: 100,000,000 shares authorized of $0.001
     par value, 8,500,000 and 8,500,000 shares issued and
     outstanding, respectively                                            8,500               8,500
   Additional paid-in capital                                            27,000              27,000
   Deficit accumulated during the development stage                    (403,859)             (6,493)
                                                             ------------------  ------------------

     Total Stockholders' Equity (Deficit)                              (368,359)             29,007
                                                             ------------------  ------------------

     TOTAL LIABILITIES AND STOCKHOLDERS'
       EQUITY (DEFICIT)                                      $          221,512  $           33,507
                                                             ==================  ==================
</TABLE>



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


                                       F-5




Registration Statement                                                 Page 84
<PAGE>




<TABLE>
<CAPTION>
                             NET-FORCE SYSTEMS INC.
                          (A Development Stage Company)
                      Consolidated Statements of Operations


                                                                  From Inception on
                                          For the               March 1, 1999 Through
                                        Year Ended                     April 30,
                                         April 30,      --------------------------------------
                                           2000                1999                2000
                                    ------------------  ------------------  ------------------
REVENUE

<S>                                 <C>                 <C>                 <C>
   Sales                            $            1,399  $                -  $            1,399
   Cost of sales                                 1,477                   -               1,477
                                    ------------------  ------------------  ------------------

     Gross Margin (Deficit)                        (78)                  -                 (78)
                                    ------------------  ------------------  ------------------

EXPENSES

   General and administrative                  349,175               6,493             355,668
   Depreciation and amortization                 6,428                   -               6,428
                                    ------------------  ------------------  ------------------

     Total Expenses                            355,603               6,493             362,096
                                    ------------------  ------------------  ------------------

LOSS FROM OPERATIONS                          (355,681)             (6,493)           (362,174)
                                    ------------------  ------------------  ------------------

OTHER INCOME (EXPENSE)

   Interest income                               3,635                   -               3,635
   Other income                                 10,370                   -              10,370
   Interest expense                            (55,690)                  -             (55,690)
                                    ------------------  ------------------  ------------------

     Total Other Income (Expense)              (41,685)                  -             (41,685)
                                    ------------------  ------------------  ------------------

PROVISION FOR INCOME TAX                             -                   -                   -
                                    ------------------  ------------------  ------------------

NET LOSS                            $         (397,366) $           (6,493) $         (403,859)
                                    ==================  ==================  ==================

BASIC LOSS PER SHARE                $            (0.05) $            (0.00)
                                    ==================  ==================

WEIGHTED AVERAGE NUMBER OF
 SHARES OUTSTANDING                          8,500,000           5,899,999
                                    ==================  ==================
</TABLE>



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


                                       F-6



Registration Statement                                                 Page 85
<PAGE>




<TABLE>
<CAPTION>
                             NET-FORCE SYSTEMS INC.
                          (A Development Stage Company)
            Consolidated Statements of Stockholders' Equity (Deficit)


                                                                                              Deficit
                                                                                            Accumulated
                                              Common Stock                Additional         During the
                                  ----------------------------------       Paid-in          Development
                                        Shares             Amount          Capital             Stage
                                  ----------------   ---------------    --------------   -----------------

<S>                                      <C>         <C>                <C>              <C>
Balance, March 1, 1999                           -   $             -    $            -   $               -

March 1, 1999, common stock
 issued to founders for cash at
 $0.001 per share                        5,500,000             5,500                 -                   -

April 22, 1999, common stock
 issued for cash at $0.01 per
 share                                   3,000,000             3,000            27,000                   -

Net loss from inception on
 March 1, 1999 through
 April 30, 1999                                  -                 -                 -              (6,493)
                                  ----------------   ---------------    --------------   -----------------

Balance, April 30, 1999                  8,500,000             8,500            27,000              (6,493)

Net loss for the year ended
 April 30, 2000                                  -                 -                 -            (397,366)
                                  ----------------   ---------------    ---------------  -----------------

Balance, April 30, 2000                  8,500,000   $         8,500    $       27,000   $        (403,859)
                                  ================   ===============    ==============   =================
</TABLE>




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


                                       F-7











Registration Statement                                                 Page 86
<PAGE>




<TABLE>
<CAPTION>
                             NET-FORCE SYSTEMS INC.
                          (A Development Stage Company)
                      Consolidated Statements of Cash Flows

                                                                                      From Inception on
                                                              For the               March 1, 1999 Through
                                                            Year Ended                     April 30,
                                                             April 30,      --------------------------------------
                                                               2000                1999                2000
                                                        ------------------  ------------------  ------------------

CASH FLOWS FROM OPERATING ACTIVITIES

<S>                                                     <C>                 <C>                 <C>
   Net loss                                             $         (397,366) $           (6,493) $         (403,859)
   Adjustments to reconcile net loss to net cash
    used by operating activities:
     Depreciation and amortization                                   6,428                   -               6,428
   Changes in assets and liabilities:
     (Increase) in accounts receivables and other
       assets                                                      (49,352)                  -             (49,352)
     Increase in accounts payable and other
       current liabilities                                          34,681               4,500              39,181
     Increase in accrued interest                                   55,690                   -              55,690
                                                        ------------------  ------------------  ------------------

       Net Cash Used by Operating Activities                      (349,919)             (1,993)           (351,912)
                                                        ------------------  ------------------  ------------------

CASH FLOWS FROM INVESTING ACTIVITIES

   Purchase of fixed assets                                        (47,319)                  -             (47,319)
                                                        ------------------  ------------------  ------------------

       Net Cash Used by Investing Activities                       (47,319)                  -             (47,319)
                                                        ------------------  ------------------  ------------------

CASH FLOWS FROM FINANCING ACTIVITIES

   Proceeds from notes payable                                     495,000                   -             495,000
   Common stock issued for cash                                          -              35,500              35,500
                                                        ------------------  ------------------  ------------------

       Net Cash Provided by financing Activities                   495,000              35,500             530,500
                                                        ------------------  ------------------  ------------------

NET INCREASE (DECREASE) IN CASH                                     97,762              33,507             131,269

CASH AT BEGINNING OF PERIOD                                         33,507                   -                   -
                                                        ------------------  ------------------  ------------------

CASH AT END OF PERIOD                                   $          131,269  $           33,507  $          131,269
                                                        ==================  ==================  ==================

CASH PAID FOR:

   Interest                                             $                -  $                -  $                -
   Income taxes                                         $                -  $                -  $                -
</TABLE>



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


                                       F-8

Registration Statement                                                 Page 87
<PAGE>




                             NET-FORCE SYSTEMS INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             April 30, 2000 and 1999


NOTE 1 -  ORGANIZATION AND DESCRIPTION OF BUSINESS

          The Company was incorporated on March 1, 1999 under the  International
          Business  Corporations  Act No. 28 of 1982 of the laws of Antigua  and
          Barbuda as Net-Force Systems Inc.

          The Company will be engaged in all business activities permitted under
          the   International   Business   Corporations   Act  of  1982   except
          International Banking, Trust and Insurance. It will generally carry on
          the business of an investment and holding company.

          On August 5, 1999, a wholly-owned subsidiary,  Net Force Entertainment
          Inc. (Entertainment) was incorporated under the International Business
          Corporations  Act of the laws of Antigua and Barbuda.  This subsidiary
          Company  will be  engaged  in all  aspect  of  International  betting,
          gaming,  sports  betting and  bookmaking  but with a major emphasis on
          internet gaming.

          Entertainment  has been  granted a gaming  license by the  Antigua and
          Barbuda  Free  Trade &  Processing  zone and has also  entered  into a
          software  gaming  license with Softec  Systems for the operation of an
          internet casino. The Company commenced operations in April 2000.

NOTE 2 -  SIGNIFICANT ACCOUNTING POLICIES

          a.   Accounting Method

          The  Company's  financial  statements  are prepared  using the accrual
          method of accounting. The Company has elected an April 30 year end.

          b.   Basic Loss Per Share

          Basic loss per share has been calculated based on the weighted average
          number of shares of common stock outstanding during the period.

<TABLE>
<CAPTION>
                                                                             From
                                                                        Inception on
                                                        For the            March 1,
                                                      Year Ended        1999 Through
                                                       April 30,          April 30,
                                                         2000                1999
                                                  ------------------  -----------------
               Basic loss per share:

<S>                                               <C>                 <C>
               Numerator - net loss               $         (397,366) $          (6,493)
               Denominator - weighted average
                 number of shares outstanding              8,500,000         (5,899,999)
                                                  ------------------  -----------------

               Loss per share                     $            (0.05) $           (0.00)
                                                  ==================  =================
</TABLE>


                                       F-9


Registration Statement                                                 Page 88
<PAGE>




                             NET-FORCE SYSTEMS INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             April 30, 2000 and 1999


NOTE 2 -  SIGNIFICANT ACCOUNTING POLICIES (Continued)

          c.   Provision for Taxes

          The Company's  operations are within the  Jurisdiction  of St. John's,
          Antigua, where there is no corporate income tax.

          d.   Cash and Cash Equivalents

          The Company  considers all highly liquid investment with a maturity of
          three months or less when purchased to be cash equivalent.

          e.   Principles of Consolidation

          The April 30, 2000  financial  statements  are  consolidated  with the
          Company and Entertainment.  All significant  intercompany accounts and
          transaction have been eliminated.

          f.   Property and Equipment

          Office  equipment  and  leasehold  improvements  are recorded at cost.
          Minor additions and renewals are expensed in the year incurred.  Major
          additions  and renewals are  capitalized  and  depreciated  over their
          estimated useful lives. Depreciation of office equipment and leasehold
          improvements  is  computed  using the  straight-line  method  over the
          estimated  useful lives of the asset of 5 and 10 years,  respectively.
          Depreciation  expense for  continuing  operations  for the years ended
          April 30, 2000 and 1999 was $6,428 and $-0-, respectively.

          Property and equipment consists of the following:

                                                         April 30,
                                          --------------------------------------
                                                 2000                 1999
                                          -----------------    -----------------

          Computer equipment              $          19,550                    -
          Computer software                          10,000                    -
          Leasehold improvements                      9,668                    -
          Office furniture and equipment              8,101                    -
          Accumulated depreciation                   (6,428)                   -
                                          -----------------    -----------------

          Net Property and Equipment      $          40,891    $               -
                                          =================    =================

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

                                      F-10

Registration Statement                                                 Page 89
<PAGE>




                             NET-FORCE SYSTEMS INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             April 30, 2000 and 1999


NOTE 2 -  SIGNIFICANT ACCOUNTING POLICIES (Continued)

          h.   Change in Accounting Principle

          In June 1998, the FASB issued SFAS No. 133,  Accounting for Derivative
          Instruments and Hedging  Activities which requires companies to record
          derivatives as assets or  liabilities,  measured at fair market value.
          Gains  or  losses  resulting  form  changes  in the  values  of  those
          derivatives  would  be  accounted  for  depending  on  the  use of the
          derivative  and whether it  qualifies  for hedge  accounting.  The key
          criterion for hedge accounting is that the hedging  relationship  must
          be highly effective in achieving  offsetting  changes in fair value or
          cash flows.  SFAS No. 133 is effective for all fiscal  quarters of all
          fiscal  years  beginning  after June 15,  1999.  The  adoption of this
          statement  had  no  material   impact  on  the   Company's   financial
          statements.

          i.   Revenue Recognition Policy

          The  Company  recognizes  as  revenue  the net  winnings  from  gaming
          activities,  which  is the  difference  between  gaming  winnings  and
          losses.  The  earnings  process is  complete  upon  receipt of the net
          winnings, and no further obligations exist to the customer.

          Cost of sales  includes  royalties,  payable  to Softec,  incurred  on
          Casino activity and bank discount fees incurred by the Company for the
          acceptance of credit cards.

          The formula for net revenue sharing is as follows: (Casino gain (loss)
          less  adjustment  for  incentives  less charge  backs) times a royalty
          factor to be paid to Softec.  The royalty  factor used  depends on net
          monthly  revenue.  The  following  table lists the schedule of royalty
          payments:

               Net Monthly Revenue Royalty Fee Payable
               ---------------------------------------

               0 to $500,000                      25%
               $500,001 to $1,000,000             20%
               $1,000,001 to $5,000,000           15%
               $5,000,001 to $10,000,000          12.5%
               $10,000,001 plus                   10%

          j.   Advertising

          The Company follows the policy of charging the costs of advertising to
          expense as incurred. Advertising expense for the years ended April 30,
          2000 and 1999 was $99,283 and $-0-, respectively.

          k.   Long-Lived Assets

          In  accordance  with SFAS No. 121,  Accounting  for the  Impairment of
          Long-Lived  Assets  and  for  Long-Lived  Assets  to Be  Disposed  Of,
          long-lived assets, including goodwill associated with other long-lived
          assets,  are evaluated for  impairment  whenever  events or changes in
          circumstances indicate that the carrying amount of an asset may not be
          recoverable.


                                      F-11

Registration Statement                                                 Page 90
<PAGE>


                             NET-FORCE SYSTEMS INC.


                             NET-FORCE SYSTEMS INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             April 30, 2000 and 1999


NOTE 2 -  SIGNIFICANT ACCOUNTING POLICIES (Continued)

          l.   Foreign Currency Translation

          Monetary assets and liabilities  denominated in foreign currencies are
          translated into United States dollars at the period end exchange rate.
          Non-monetary assets are translated at the historical exchange rate and
          all  income  and  expenses  are   translated  at  the  exchange  rates
          prevailing during the period.  Foreign exchange  currency  translation
          adjustments are included in the stockholders'  equity section as other
          comprehensive income. The Company operates with East Caribbean Dollars
          (EC).  The exchange  rate between the EC and the United  States Dollar
          (USD) is always constant at .37453.  This constant exchange rate makes
          it unnecessary to have a foreign  exchange  translation  adjustment in
          the stockholder's equity section.

          m.   Concentrations of Risk - Foreign Operations

          The Company  operates in St.  John's which has a  developing  economy.
          Hyperinflation and rapid political and legal change, often accompanied
          by military  insurrection,  have been common in this and certain other
          emerging  markets in which the  Company may  conduct  operations.  The
          Company may be materially  adversely affected by possible political or
          economic  instability  in St John's.  The risks  include,  but are not
          limited to terrorism,  military  repression,  expropriation,  changing
          fiscal regimes,  high rates of inflation and the absence of industrial
          and economic  infrastructure.  Changes in  development  or  investment
          policies or shifts in the prevailing  political  climate in St. John's
          in which the Company  operates  could  adversely  affect the Company's
          business.  Operations may be affected in varying degrees by government
          regulations with respect to development restrictions,  price controls,
          export  controls,  income and other taxes,  expropriation of property,
          maintenance  of claims,  environmental  legislation,  labor,  welfare,
          benefit policies, land use, land claims of local residents,  water use
          and mine  safety.  The effect of these  factors  cannot be  accurately
          predicted.

NOTE 3 -  NOTE PAYABLE - RELATED PARTY

<TABLE>
<CAPTION>

          Geneva Overseas Holdings Ltd. (A Company                      April 30,
            controlled by the president of the Company)     ---------------------------------
            made advances to the Company totaling             2000             1999
            $2,024.  These advances have an interest        --------------  -----------------
<S>                                                         <C>             <C>
            rate of 8% annually.  This note is unsecured.   $        2,024  $           2,000

          Less Current Portion                                       2,024              2,000
                                                            --------------  -----------------

          Total Long-Term Debt -Related Party               $            -  $               -
                                                            ==============  =================
</TABLE>



                                      F-12



Registration Statement                                                 Page 91
<PAGE>


                             NET-FORCE SYSTEMS INC.


                             NET-FORCE SYSTEMS INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             April 30, 2000 and 1999


NOTE 3 -  NOTE PAYABLE - RELATED PARTY (Continued)

          The  following is a summary of the future  maturities of the long-term
          debt-related party:

                                                 For the
                                                Year Ended
                                                 April 30,
                                              ---------------

                                                   2001       $        2,024
                                                   2002                    -
                                                   2003                    -
                                                   2004                    -
                                                              --------------

                                                              $        2,024
                                                              ==============

          Interest expense for the years ending April 30, 2000 and 1999 was $-0-
          and $-0-, respectively.

NOTE 4 -  NOTE PAYABLE AND ACCRUED INTEREST

<TABLE>
<CAPTION>
                                                                        April 30,
                                                            ---------------------------------
          Note payable to Mountain High Management Inc.          2000            1999
             dated July 13, 1999, accruing interest at 15%  --------------  -----------------
             annually, due on July 29, 2001. This note is
<S>                                                         <C>             <C>
             unsecured                                      $      495,000  $               -

          Accrued Interest                                          55,690                  -
                                                            --------------  -----------------

          Total Note Payable and accrued interest                  550,690                  -

          Less Current Portion                                           -                  -
                                                            --------------  -----------------

          Total Long-Term Debt                              $      550,690  $               -
                                                            ==============  =================
</TABLE>

          The  following is a summary of the future  maturities of the long-term
          debt:

                                                 For the
                                                Year Ended
                                                 April 30,
                                              ---------------

                                                   2001       $            -
                                                   2002              550,690
                                                              --------------

                                                              $      550,690
                                                              ==============

                                      F-13

Registration Statement                                                 Page 92
<PAGE>


                             NET-FORCE SYSTEMS INC.


                             NET-FORCE SYSTEMS INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             April 30, 2000 and 1999


NOTE 5 -  GOING CONCERN

          The Company's  consolidated  financial  statements  are prepared using
          generally accepted accounting principles applicable to a going concern
          which  contemplates  the  realization  of assets  and  liquidation  of
          liabilities in the normal course of business. The Company has incurred
          losses from its inception through April 30, 2000. The Company does not
          have an  established  source  of  revenues  sufficient  to  cover  its
          operating costs and to allow it to continue as a going concern.  It is
          the intent of the Company to seek additional financing through private
          placements of its common stock. This will be accomplished  through the
          use of equity  issuances.  Management  believes  the  funds  will more
          likely than not be successfully  raised, but there can be no assurance
          of this. The Company  expects that  operations  will increase in 2001,
          and will start to provide cash flows from  operations  and  expansion.
          The  Company   expects  that  it  will  need  $750,000  to  $1,250,000
          additional funds for operations and expansion in 2001.

NOTE 6 -  STOCK TRANSACTIONS

          On March 1, 1999, the Company issued  5,500,000 shares of common stock
          to founders of the Company for $5,500 of cash. The shares were sold at
          the par value of $0.001.

          On April 22, 1999, the Company sold  3,000,000  shares of common stock
          for cash at $0.01 per share to related investors.

NOTE 7 -  COMMITMENTS AND CONTINGENCIES

          Software Licensing Agreement

          In the first  quarter of 1999,  the  Company  entered  into a software
          licensing  agreement with Softec Systems Caribbean Inc.  (Softec),  to
          provide  online-gaming  software  and hardware  services.  The license
          agreement  calls for a commitment by the Company to spend a minimum of
          10% of the previous months net revenue (based on a yearly average) for
          ongoing promotion and marketing. The marketing obligation only applies
          to the first 365 days of operation.  The license  agreement also calls
          for sharing of net revenues  based on a specific  formula agreed to by
          the Company and Softec. The license agreement may be terminated by the
          Company at the end of any one-year term or by Softec at the end of any
          one-year term subsequent to the first year of the agreement.

          All of the Company's  websites and  advertising are directly linked to
          Softec's  software.  Softec manages the software as well as the upkeep
          and  maintenance.  The  Company  is highly  dependent,  therefore,  on
          Softec's ability to maintain the software and keep it running.  In the
          event that the software fails,  the Company's  business and operations
          could be strongly affected.


                                      F-14





Registration Statement                                                 Page 93
<PAGE>


                             NET-FORCE SYSTEMS INC.


                             NET-FORCE SYSTEMS INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             April 30, 2000 and 1999


NOTE 8 -  SUBSEQUENT EVENTS

          Stock Buy Back
          --------------

          On June 1, 2000, the Company  repurchased  3,000,000  shares which had
          been  previously  issued on April 22, 1999 for  $30,000.  These shares
          were canceled.

          Private Placement
          -----------------

          On June 1,  2000,  the board of  directors  approved  a  Regulation  S
          Private  Placement for 2,500,000  shares of common stock to be sold at
          $0.10 per share.  Each share sold has an attached warrant  exercisable
          at $2.00 per share which  expires on December  31,  2002.  The Company
          received $250,000 and issued 2,500,000 shares pursuant to this Private
          Placement.

          506 Regulation D
          ----------------

          On July 1,  2000,  the  board of  directors  approved  a best  efforts
          private  placement equity  fundraising  under Rule 506 of Regulation D
          for up to  2,000,000  shares at $0.50  per  share.  Each  share has an
          attached  warrant  exercisable at $4.00 per share. The warrants expire
          on December  31,  2002.  The Company has raised $-0- as of the date of
          the audit report.

          Notes Payable - related party
          -----------------------------

          The Company  borrowed  an  additional  $206,096 on several  promissory
          notes from a related party.  The notes bear an annual interest rate of
          8% and are due two years from the note dates.

          Notes Payable
          -------------

          On November 1, 2001, the Company borrowed an additional  $50,000.  The
          note bears an annual  interest  rate of 8% and is due on  November  1,
          2004.

          Stock Issuance
          --------------

          On September 15, 2001, the Company  converted the note payable related
          party of  $208,121  and  accrued  interest  of $6,362  into  equity by
          issuing  2,144,830  shares  of  common  stock at $0.10 per share for a
          total of $214,483.

          On  September  15,  2001,  the  Company  converted  a note  payable of
          $495,000  and  accrued  interest  of  $107,783  into equity by issuing
          6,027,830  shares  of  common  stock at $0.10 per share for a total of
          $602,783.

          On September 15, 2001, the Company converted a note payable of $50,000
          and accrued  interest of $3,333 into equity by issuing  533,333 shares
          of common stock at $0.10 per share for a total of $53,333.

                                      F-15


Registration Statement                                                 Page 94
<PAGE>


                             NET-FORCE SYSTEMS INC.


                             NET-FORCE SYSTEMS INC.
                          (A Development Stage Company)
                 Notes to the Consolidated Financial Statements
                             April 30, 2000 and 1999


NOTE 8 -  SUBSEQUENT EVENTS (Continued)

          Stock Issuance (Continued)
          --------------------------

          On September 30, 2000, the Company issued  2,000,000  shares of common
          stock valued at $0.10 per share for cash of $200,000.

          On October 2, 2001,  the Company issued 500,000 shares of common stock
          for the subscription payable of $50,000 at $0.10 per share.

          On August 15, 2001,  the Company issued 200,000 shares of common stock
          valued at $0.10 per share,  to a director for services and consulting,
          with 100,000 shares for services and 100,000 shares for consulting.




                                      F-16




























Registration Statement                                                 Page 95
<PAGE>




                             NET-FORCE SYSTEMS INC.



PART IV. INDEX TO EXHIBITS

Exhibit 3.1     Articles of Incorporation of Net-Force Systems Inc.
Exhibit 3.2     Bylaws of Net-Force Systems Inc.
Exhibit 3.3     Articles of Incorporation - Net-Force Entertainment Inc.
Exhibit 3.4     Bylaws of Net-Force Entertainment Inc.



Material Contracts
Exhibit 10.1    Starnet Systems Inc. (formerly Softec Systems Caribbean Inc),
                Amendment to Software License Agreement
Exhibit 10.2    Government of Antigua and Barbuda Gaming License
Exhibit 10.3    Software and Marketing License Agreement
Exhibit 10.4    Antigua Online Gaming Wagering and Gaming Reseller Agreement
Exhibit 10.5    American International Bank (Lease Agreement)

Exhibit 10.6    Geneva Overseas Holdings Ltd. Debt to Equity Conversion
                Agreement
Exhibit 10.7    IFG Investments Services Inc. Debt to Equity Conversion
                Agreement



SIGNATURES

In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.


                             Net-Force Systems Inc.
                                  (Registrant)
Date:     January 30, 2002


          /s/ "Terry G. Bowering"
          ----------------------------------------------------
          Terry G. Bowering, President, Chairman of the Board,
          Chief Executive Officer and Director

Date:     January 30, 2002


          /s/ "Dwight Lewis"
          ----------------------------------------------------
          Dwight Lewis, Director















Registration Statement                                                 Page 96


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(I)
<SEQUENCE>4
<FILENAME>netartofinc.txt
<DESCRIPTION>NET FORCE 20-F/A, ARTICLES OF INCORPORATION
<TEXT>


                             NET-FORCE SYSTEMS INC.



                               ANTIGUA AND BARBUDA

                The International Business Corporations Act, 1982
   No. 28 of 1982 Cap. 222 Vol. 5 of the Revised Laws of Antigua 1992 Edition

                           A Company Limited by Shares

                            ARTICLES OF INCORPORATION

                                       OF

                             NET-FORCE SYSTEMS INC.


                                    ARTICLE 1
                                    ---------

                                      NAME
                                      ----

                         The name of the Corporation is
                             NET-FORCE SYSTEMS INC.


                                   ARTICLE II
                                   ----------

                           REGISTERED OFFICE AND AGENT
                           ---------------------------

The registered agent of the Corporation shall be Hill & Hill whose office is
situate at 36 Long Street, in the City of Saint John in Antigua and Barbuda,
which offices shall also be the registered office of the Corporation.


                                   ARTICLE III
                                   -----------

                                     CAPITAL
                                     -------

     1.   The Corporation is authorized to issue 100,000,000 bearer or
registered shares of US$0.001 each par value common stock which shall be
designated "Common Shares" and 50,000,000 Preferred Shares of US$0.001 each par
value which shall be designated "Preferred Shares".

     2.   No pre-emptive rights shall attach to the shares to be issued in
respect of any class.

     3.   Both classes of shares may be issued in series and the directors shall
have the authority to fix the number of shares in, or to determine the
designation of, and the rights, privileges, restrictions and conditions
attaching to the shares of each series.

     4.   The Corporation shall have the power to increase or reduce said
capital, and to issue any part of its capital, original or increased, with or
without any preference, priority, or special privilege, or subject to any
postponement of rights, or to any conditions or restrictions, and so that,
unless the conditions of issue shall otherwise expressly declare, every issue of
shares, whether declared to be preference or otherwise shall be subject to the
power herein contained.



Registration Statement                                                  Page 97


                             NET-FORCE SYSTEMS INC.


                                   ARTICLE IV
                                   ----------

                               BOARD OF DIRECTORS
                               ------------------

The objects for which the Corporation is established are:

     a.   To conduct any and all business activities permitted by the Laws of
Antigua/Barbuda as an International Business Corporation.

     b.   To carry on the business of an investment and holding company and for
that purpose to acquire and hold either in the name of the Corporation or in
that of any nominee, shares, stocks, debentures, debenture stock, script bonds,
notes, obligations, investments and securities and warrants or options in
respect of any shares, stocks, debentures, debenture stock, script bonds, notes,
obligations, investments or securities, of all kinds issued in any country in
any part of the world.

     c.   To acquire and deal with any property, real or personal, to erect
buildings, and generally to do all acts and things which, in the opinion of the
Corporation or the Directors, may be conveniently or profitably, or usefully,
acquired and dealt with, carried on, erected or done by the Corporation in
connection with said property.

     d.   The Corporation shall not engage in International Banking, Trust,
Insurance, Betting and Book making or any activity which requires a License
under the International Business Corporations Act.

     e.   To generally have and exercise all powers, rights and privileges
necessary and incident to carrying out properly the objects herein mentioned.


                                   ARTICLE VI
                                   ----------

                                    EXISTENCE
                                    ---------

The Corporation shall have perpetual existence unless sooner dissolved in
accordance with the Laws of Antigua and Barbuda. The date on which corporate
existence shall begin is the date on which these Articles of Incorporation are
filed with the Director of International Business Corporations of Antigua and
Barbuda.


                                   ARTICLE VII
                                   -----------

                            LIABILITY OF SHAREHOLDERS
                            -------------------------

The liability of a shareholder is limited to the amount, if any, unpaid on the
shares held or subscribed to by said shareholder.


                                  ARTICLE VIII
                                  ------------

                                INDEMNIFICATIONS
                                ----------------

The Corporation shall indemnify any and all of its Directors, officers,
employees or agents or former Directors, officers, employees or agents or any
person who may have served at its request as a Director, officer, employee or


Registration Statement                                                  Page 98


                             NET-FORCE SYSTEMS INC.


agent of another company, partnership, joint venture, trust or other enterprise
in which it owns shares of capital stock or of which it is a creditor, to the
full extent permitted by law. Said indemnification shall include, but not be
limited to, the expenses, including the cost of any judgments, fines,
settlements and counsel's fees, actually and necessarily paid or incurred in
connection with any action, suit or proceeding, whether civil, criminal,
administrative or investigative, and any appeals thereof, to which any such
person or his legal representative may be made a party or may be threatened to
be made a party by reason of his being or having been a Director, officer,
employee or agent as herein provided unless such action, suit or proceeding is a
result of the Director, officer, employee or agent's own negligence or illegal
action. The foregoing right of indemnification shall not be exclusive of any
other rights to which and Directors, officers, employee or agent may be entitled
as a matter of law or which he may be lawfully granted.


                                   ARTICLE IX
                                   ----------

                              CHARTER CONTINUATION
                              --------------------

The Corporation is authorized to transfer its charter to any jurisdiction which
permits continuation of a foreign corporation.


                                    ARTICLE X
                                    ---------

                                   SECURITIES
                                   ----------

No securities of the Corporation will be distributed to the public in Antigua
and Barbuda in contravention of Section 365 of the International Business
Corporations Act, 1982.


                                   ARTICLE XI
                                   ----------

                                  INCORPORATORS
                                  -------------

The name and address of the Corporation's incorporators are:

Stacy Richards-Anjo                      Ethlyn Tonge
C/o Hill & Hill Chambers                 c/o Hill & Hill Chambers
Long Street, St. John's                  Long Street, St. John's
Antigua                                  Antigua




  "Stacy Richards-Anjo"                     "Ethlyn Tonge"
- --------------------------------        -----------------------------

DATED this 24th day of February, 1999 at St. John's, Antigua.
- -------------------------------------------------------------




Registration Statement                                                  Page 99


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.(II)
<SEQUENCE>5
<FILENAME>netbylaws.txt
<DESCRIPTION>NET FORCE 20-F/A, BYLAWS
<TEXT>


                             NET-FORCE SYSTEMS INC.




                               ANTIGUA AND BARBUDA

                The International Business Corporations Act, 1982
   No. 28 of 1982 Cap. 222 Vol. 5 of the Revised Laws of Antigua 1992 Edition

                           A Company Limited by Shares

                                     BY-LAWS
                                       OF
                             NET-FORCE SYSTEMS INC.

                                   PRELIMINARY
                                   -----------

In these By-Laws, if not inconsistent with the subject or context, the words
hereinafter stated shall bear the meanings opposite to them.

THE CORPORATION        The above-named Corporation

THE ACT                The International Business Corporations Act, 1982 No. 28
                       of 1982, and every other Act for the time being in force
                       concerning corporations and affecting the Corporation.

THESE PRESENTS         These By-Laws as originally framed, or as from
                       time to time amended or altered by special resolution.

THE REGISTER           The Register of shareholders to be kept as required
                       by Section 130 of the Act.

OFFICE                 The Registered Office for the time being of the
                       Corporation.

THE BOARD              The Board of Directors for the time being of the
                       Corporation.

ORDINARY RESOLUTION    A resolution passed by a majority of the shares entitled
                       to vote.


             1. Shares and Share Capital
                ------------------------

1.1     Issuance
        --------
     The issue or allotment of shares shall be under the control of the Board
which may issue the whole or any portion thereof with such referred, deferred,
special or limited rights as it may think fit.

1.2     Alteration of Capital
        ---------------------
     The Corporation may from time to time by ordinary resolution increase the
share capital by such sum to be divided into shares of such amount as the
resolution shall prescribe. The Corporation may by ordinary resolution:

     a.   Consolidate and divide all or any portion of its share capital into
shares of larger amount than its existing shares;

     b.   Sub-divide its existing shares, or any of them, into shares of smaller
amount that is fixed by the Articles of Incorporation subject, nevertheless, to
the provisions of the Act;

     c.   Cancel any shares which, at the date of the passing of the resolution,
have not been taken up or agreed to be taken up by any person.



Registration Statement                                                  Page 100
<PAGE>


                             NET-FORCE SYSTEMS INC.


     Subject to the provisions of the Act, the Corporation may by special
resolution reduce its share capital, any capital redemption reserve fund or any
share premium account.

             2. Share Certificates and Register
                -------------------------------

2.1     Certificates
        ------------
     Certificates representing shares of the Corporation shall be in such form
as shall be determined by the directors. Such certificates shall be signed by a
director. All certificates for shares shall be consecutively numbered or
otherwise identified. Certificates may be issued to bearer or in registered
form. Bearer certificates shall be marked as not transferable to residents of
Antigua and Barbuda.

2.2     Register
        --------
     The number of shares, the date of issue, the consideration paid, and the
serial number of each bearer or registered certificate shall be entered on the
Register of the Corporation. In the case of registered shares, the name and
address of the holder shall also be entered on said register.

2.3     Lost or Damaged Certificate
        ---------------------------
     In the case of a lost, destroyed or mutilated certificate, a new one may be
issued therefore upon such terms and indemnity to the Corporation as the Board
may prescribe.

             3. Transfer of Shares
                ------------------

3.1     Transfer
        --------
     Upon surrender to the Corporation or the transfer agent of the Corporation
of a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
Corporation to issue a new certificate to the person entitled thereto, and
cancel the old certificate; every such transfer shall be entered on the Register
of the Corporation.

3.2     Record Owner
        ------------

     The Corporation shall be entitled to treat the holder on record of any
registered share as the holder in fact thereof, and, accordingly, shall not be
bound to recognize any equitable or other claim to or interest in such share on
the part of any other person whether or not it shall have express or other
notice thereof, except as expressly provided by the Act.

             4. Fiscal Year
                -----------
     The fiscal year of the Corporation shall begin on the 1st day of January
each year.

             5. Dividends
                ---------
     The Board may from time to time declare, and the Corporation may pay,
dividends on its outstanding shares in the manner and upon the terms and
conditions provided by law.

             6. Seal
                ----
     The Board may provide a corporate seal which shall be circular in form and
shall have inscribed thereon the name of the Corporation, the place of
incorporation and the year of incorporation.

             7. Meetings
                --------

7.1      Annual Directors' Meeting
         -------------------------


Registration Statement                                                  Page 101
<PAGE>


                             NET-FORCE SYSTEMS INC.


     The annual Directors' Meeting of the Corporation shall be held no more than
four (4) months from the date of registration of the Corporation at such place
within Antigua and Barbuda as the Board may determine.

7.2     Annual Shareholders' Meeting
        ----------------------------
     An Annual Shareholders' Meeting of the Corporation shall be held every year
after the incorporation of the Corporation at such time and place within Antigua
and Barbuda as shall from time to time be prescribed by the Board.

7.3     Special Shareholders' Meeting
        -----------------------------
     The Board may, whenever it thinks fit, convene a Special Shareho9lders'
Meeting. The Board shall also on the requisition of the holders of not less than
one-twentieth (1/20) of the issued share capital of the Corporation proceed to
convene a special Shareholders' Meeting of the Corporation.

7.4     Proceedings
        -----------
     All business shall be deemed special that is transacted at a Special
Shareholders' Meeting, and also that is transacted at any Annual Shareholders'
Meeting, with the exception of the consideration of the accounts and auditor's
report, if any, the election of directors and the reappointment of any incumbent
auditor.

7.5     Quorum
        ------
     No business shall be transacted at any shareholders' meeting unless a
quorum of shareholders is present at the time when the meeting proceeds to
business. Save as is herein otherwise provided, shareholders present in person
or by proxy representing a majority of the Corporation's shares shall constitute
a quorum.

7.6     Chairman
        --------
     All meetings shall be chaired by a Director appointed by the Board to act
as Chairman.

7.7     Minutes
        -------
     Minutes of the proceedings of every Annual Shareholders' Meeting shall be
kept, and shall be signed by the Chairman of the same meeting, or by the
Chairman of the next succeeding meeting, and the same, when so signed, shall be
conclusive evidence of all such proceedings and of the proper election of the
Chairman.

7.8     Votes of Shareholders
        ---------------------
     Subject to any rights or restrictions for the time being attached to any
class or classes of shares, every shareholder shall have one vote for each share
of which he is the holder. All elections for directors shall be decided by
majority vote; all other questions shall be decided by majority vote except as
otherwise required by the Act.

7.9     Informal Action by Shareholder
        ------------------------------
     Unless otherwise provided by law, any action required to be taken at a
meeting of the shareholders, or any other action which may be taken at a meeting
of the shareholders, may be taken without a meeting if a consent in writing,
setting forth the action so taken, shall be signed by all of the shareholders
entitled to vote with respect to the subject matter thereof.

7.10    Proxies
        -------
     Votes may be given either personally or by proxy. The instrument appointing
a proxy shall be in writing under the hand of the appointer or his attorney duly
authorized in writing, or if the appointer is a corporation, either under seal
or under the hand of an officer or attorney duly authorized. A proxy need not be
a shareholder of the Corporation. The instrument appointing a proxy and the


Registration Statement                                                  Page 102
<PAGE>


                             NET-FORCE SYSTEMS INC.


power of attorney or other authority, if any, under which it is signed or a
certified copy of that power of attorney shall be deposited at the office or at
such other place within Antigua as is specified for that purpose in the notice
convening the meeting.

7.11    Notice of Meeting
        -----------------
     Written or printed notice stating the place, day and hour of the meeting
and, in case of a special meeting, the purpose or purposes for which the meeting
is called, shall be delivered not less that Twenty-One (21) days before the date
of the meeting, either personally by mail or facsimile, to each shareholder on
record entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the mail, addressed to the shareholder at his
address as it appears on the stock transfer books of the Corporation, with
postage thereon prepaid.

7.12    Waiver of Notice
        ----------------
     Unless otherwise provided by law, whenever any notice is required to be
given to any shareholder, a waiver thereof in writing, signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

             8. Directors
                ---------

8.1     Number of Directors
        -------------------
     Unless and until the Corporation in a General or Special Shareholders'
Meeting shall otherwise determine, the number of Directors shall be five. Each
director shall hold office unless removed as provided in these presents, until
the next Annual Shareholders' Meeting and until his successor shall have been
elected.

8.2     Remuneration of Directors
        -------------------------
     Each of the Directors shall be paid out of the funds of the Corporation
such remuneration for his services as a director as the Corporation is an Annual
Shareholders' Meeting may from time to time determine. The directors may also be
paid all traveling, hotel and other expenses properly incurred by them in
attending and returning from meetings of the directors or any committee of the
directors or meetings of the Corporation or in connection with the business of
the Corporation.

8.3     Directors with Other Offices and Interests
        ------------------------------------------
     A director may hold any other office or place of profit under the
Corporation and he or any firm of which he is a member may act in a professional
capacity for the Corporation in conjunction with his office of director of the
Corporation for such period and in such terms as to remuneration and otherwise
as the Board may determine. No director or intending director shall be
disqualified by his office from contracting with the Corporation, either with
regard thereto, as a vendor, purchaser or otherwise, nor shall any such
contract, or any contract or arrangement entered into by or on behalf of the
Corporation in which any director so contracting or being so interested be
liable to account to the Corporation for any profit realized by any such
contract or arrangement by reason of such director holding such office, or of
the fiduciary relationship thereby established so long as the director notifies
the Corporation in accordance with the requirements of the Act. To the extent
permitted by the Act, any director may vote as a director or shareholder in
respect of any such contract or arrangement; provided that such director must
disclose his interest in the contract or arrangement, the contract or
arrangement must be entered into by the Corporation in an Annual or Special
Shareholders' Meeting, and before the contract or arrangement is so entered
into, the directors must disclose their interests to the meeting.

8.4     Proceedings of the Board
        ------------------------
     The Board at the request of any Director may meet together for the dispatch
of business, adjourn and otherwise regulate their meetings as it thinks fit.

8.5     Executive Committee
        -------------------


Registration Statement                                                  Page 103
<PAGE>


                             NET-FORCE SYSTEMS INC.


     The Board at a duly constituted meeting may by a resolution appoint a
committee from among themselves to be known as an executive committee.

     This committee may perform such acts in the name of the Board in the same
fashion as if the Board had acted. The limits of the executive committee's acts
shall be prescribed by resolution of the Board. The powers of this committee may
be changed from time to time by subsequent resolution of the Board.

8.6     Quorum
        ------
     The quorum necessary for the transaction of the business of the Board may
be fixed by the Board, and unless so fixed shall be one-half (1/2) of the number
of persons then serving as directors. The quorum of any committee of the Board
shall be fixed by the meeting of the Board appointing such committee and, if not
so fixed, then such quorum shall be fixed by the members of such committee.

8.7     Voting
        ------
     Every question at a meeting of the Board shall (except where otherwise
provided by the Board) shall be determined by a majority of the votes of the
Directors present, every director having one (1) vote.

8.8     Action without a Meeting
        ------------------------
     A resolution may be adopted without any meeting of the Board or of a
committee if evidenced by writing under the hands of all the directors or of all
the members of such committee, and such writing shall be as valid and effectual
as a resolution duly passed at a meeting of the Board or such committee.

8.9     Powers of the Board
        -------------------
     The business of the Corporation shall be managed by the Board, who may
exercise all such powers of the Corporation as are not by the Act or by these
By-Laws required to be exercised by the Corporation in an Annual Shareholders'
Meeting, subject nevertheless to any regulation of these By-Laws, to the
provisions of the Act as may be prescribed by special resolution of the
Corporation, but no regulation so made by the Corporation shall invalidate any
prior act of the Board which would have been valid if such regulation had not
been made. The general powers given by this by-law shall not be limited or
restricted by any special authority or power given to the Board by any other
By-Law.

8.10    Appointment of Attorney
        -----------------------
     The Board may from time to time and at any time, by powers of attorney,
appoint any corporation, firm or person to be the attorneys of the Corporation
for the purpose of executing deeds on behalf of the Corporation in or outside
Antigua and Barbuda and for such periods and subject to such conditions as they
may think fit, and any such power of attorney may contain such provisions for
the protection of persons dealing with any such attorney as the Board may think
fit, and may also authorize any such attorney to sub-delegate all or any of the
powers, authorities and discretion vested in him.

8.11    Removal of Director
        -------------------
     Any director may be removed by a majority vote of the shareholders.

8.12.   Resignation of Director
        -----------------------
     A director may resign at any time by giving written notice to the Board.
Unless otherwise specified in the notice, the resignation shall take effect upon
receipt thereof by the Board and the acceptance of the resignation shall not be
necessary to make it effective.

8.13    Presumption of Assent
        ---------------------


Registration Statement                                                  Page 104
<PAGE>


                             NET-FORCE SYSTEMS INC.


     A director of the Corporation who is present at a meeting of the directors
at which action on any corporate matter is taken shall be presumed to have
assented to the action taken unless his dissent shall be entered in the minutes
of the meeting or unless he shall file his written dissent to such action with
the person acting as the Secretary of the meeting before the adjournment thereof
or shall forward such dissent by registered mail to the Secretary of the
Corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.

             9. Officers
                --------

9.1     Number
        ------
     The officers of the Corporation shall be a president, a vice-president, a
secretary and a treasurer, each of whom shall be elected by the directors. Such
other officers and assistant officers as may be deemed necessary may be elected
or appointed by the Directors. Any two or more offices may be held by the same
person.

9.2     Election and Term of Office
        ---------------------------
     The officers of the Corporation to be elected by the Board shall be elected
annually at the first meeting of the Board after each Annual Meeting of the
shareholders. Each officer shall hold office until his successor shall have been
duly elected and shall have qualified or until his death or until he shall
resign or shall have been removed in the manner hereinafter provided.

9.3     Removal
        -------
     Any officer or agent elected or appointed by the Board may be removed by
the Board whenever in their judgment the best interests of the Corporation would
be served thereby, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.

9.4     Vacancies
        ---------
     A vacancy in any office because of death, resignation, removal or
disqualification, may be filled by the Board for the unexpired portion of the
term.

9.5     President
        ---------
     The President shall be the principal executive officer of the Corporation
and, subject to the control of the directors, shall in general supervise and
control all of the business affairs of the Corporation. He may sign, with the
secretary or any other proper officer of the Corporation thereunto authorized by
the directors, any deeds, mortgages, bonds, contracts, or other instruments
which the directors have authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the directors or
by these By-Laws to some other officer or agent of the Corporation, or shall be
required by law to be otherwise signed or executed; and in general shall perform
all duties incident to the office of president and such other duties as may be
prescribed by the directors from time to time.

9.6     Secretary
        ---------
     The secretary shall keep the minutes of the shareholders' and of the
directors' meeting in one or more books provided for that purpose, see that all
notices are duly given in accordance with the provisions of these By-Laws or as
required, and be custodian of the Corporate records.

9.7     Treasurer
        ---------
     If required by the directors, the treasurer shall give a bond for the
faithful discharge of his duties in such sum and with such surety or sureties as
the directors shall determine. He shall have charge and custody of and be
responsible for all funds and securities of the Corporation; receive and give
receipts for moneys due and payable to the Corporation from any source
whatsoever, and deposit all such moneys in the name of the Corporation in such


Registration Statement                                                  Page 105
<PAGE>


                             NET-FORCE SYSTEMS INC.


banks, trust companies or other depositories as shall be selected in accordance
with these By-Laws and in general perform all of the duties incident to the
office of treasurer and such other duties as from time to time may be assigned
to him by the president or by the Board.

9.8     Salaries
        --------
     The salaries of the officers shall be fixed from time to time by the Board
and no officer shall be prevented from receiving such salary by reason of the
fact that he is also a director of the Corporation.

             10. Accounts
                 --------

     The Board shall cause to be kept such books of account as are necessary to
comply with the provisions of the Act. The books of account shall be kept at the
office or at such other place as the Board thinks fit, and shall always be open
to the inspection of the Board. Any director or shareholder shall have the right
to inspect any account or book or document of the Corporation. The Board shall
from time to time in accordance with the provisions of the Act cause to be
prepared and to be laid before an Annual Shareholders' Meeting such profit and
loss accounts, balance sheets and reports as may be necessary.

             11. Auditors
                 --------

     Auditors may be appointed and their duties regulated in accordance with the
provisions of the Act. Subject to the provisions of the Act, all acts done by
any person acting as an auditor shall, as regards all persons dealing in good
faith with the Corporation, be valid, notwithstanding that there was some defect
in his appointment or that he was at the time of his appointment not qualified
for appointment.

             12. Liquidation
                 -----------

     If the Corporation shall be wound up (whether the liquidation be voluntary,
under the supervision of or by the Court) the Liquidator may, with the required
authority, divide among the shareholders in specie or kind the whole or any part
of the assets of the Corporation, and whether or not the assets shall consist of
property of one kind or properties of different kinds, and may for such purpose
set such value as he deems fair upon one or more or classes of property, and may
determine how such different classes of shareholders. The Liquidator may, with
the like authority, vest any part of the assets in trustees upon such trusts for
the benefit of shareholders as the Liquidator with the like authority shall
think fit, and the liquidation of the Corporation may be closed and the
Corporation dissolved.

             13. Amendments
                 ----------

     These By-Laws may be altered, amended or repealed and new By-Laws may be
adopted by a vote of the shareholders representing a majority of all the shares
issued and outstanding, at any Annual Shareholders' Meeting or at any Special
Shareholders' Meeting when the proposed amendment has been set out in the notice
of such meeting.

             14. Initial Directors
                 -----------------

     The initial Board of Directors shall be composed of:

                 Terry G. Bowering
                 Douglas N. Bolen








Registration Statement                                                  Page 106


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.3
<SEQUENCE>6
<FILENAME>netartofincnfe.txt
<DESCRIPTION>NET FORCE 20-F/A, ART OF INC NET FORCE ENTERTAIN
<TEXT>


                             NET-FORCE SYSTEMS INC.



 ORGANISATIONAL MEETING OF NET FORCE ENTERTAINMENT INC. HELD AT THE REGISTERED
               OFFICE ON THE 13TH DAY OF AUGUST 1999 AT 11:30 A.M
               --------------------------------------------------

Present:     Asdak Inc by its Director Alice Roberts
             Clovis Grant as Secretary

Alice Roberts called the meeting to order. Alice Roberts acted as Chairman of
the meeting and Clovis Grant acted as Secretary thereof. The persons present
declared their waiver of notice of the time and place of the meeting. The
Chairman stated that a quorum was reached since the sole initial director was
represented.

By-Laws
- -------
The Secretary presented to the meeting the Certificate of Incorporation and Good
Standing and a print of the Articles of Incorporation and By-laws of the Company
as registered with the Executive Director, International Financial Sector
Authority on the 5th August 1999. By motion duly made, seconded and carried it
was resolved that the By-Laws be approved and adopted in the form presented.

Officers
- --------
By motion duly made, seconded and carried it was resolved that the following
persons be appointed officers of the company -

             Terry Bowering                     - President
             Douglas Bolen                      - Secretary

Shares
- ------
By motion duly made, seconded and carried it was resolved that the Board of
Directors be authorized to issue the following shares in the company in the
format attached:

             Net Force Systems Inc, St John's, Antigua         100 shares

Banking Arrangements
- --------------------
By motion duly made, seconded and carried it was resolved that

(1) the Company be authorized to open an account or accounts with Swiss American
Bank Ltd, St. John's, Antigua.

(2) the usual banking resolutions required by the Company's bankers for the
operation of accounts by the Company be deemed resolutions duly passed by this
resolution.

(3) all cheques, bills of exchange and other negotiable instruments shall be
signed on behalf of the Company by either Terry Bowering or Douglas Bolen.

     There being no further business the meeting ended at 11:45 a.m.


     /s/ "Alice Roberts"                  /s/ "Clovis Grant"
     --------------------------           ----------------------------
     Alice Roberts                        Clovis Grant
     Chairman of Meeting                  Secretary of Meeting



Registration Statement                                                  Page 107
<PAGE>


                             NET-FORCE SYSTEMS INC.


                               ANTIGUA AND BARBUDA
              The International Business Corporations Act, Cap 222
                           A Company Limited By Shares

                            ARTICLES OF INCORPORATION
                                       OF
                          NET FORCE ENTERTAINMENT INC.
                          ----------------------------

                                    ARTICLE I
                                      NAME
                                      ----
     The name of the Company is NET FORCE ENTERTAINMENT INC.

                                   ARTICLE II
                           REGISTERED OFFICE AND AGENT
                           ---------------------------
     The registered agent of the Company shall be Caribbean Management & Trust
Company Limited situate at 60 Nevis Street in the city of Saint John, Antigua,
which office shall also Be the registered office of the Company.

                                   ARTICLE III
                                     CAPITAL
                                     -------
     The authorized capital of the Company is US$ 100,000.00 divided into
100,000,000 common Shares of US$0.01 each. The Company shall have the power to
increase or reduce said Capital, and to issue any part of it's capital, original
on increased, with or without any Preference, priority, or special privilege, or
subject to any postponement of rights, or to any Conditions or restrictions; and
so that, unless the conditions of issue shall otherwise Expressly declare, every
issue of shares, whether declared to be preference or otherwise, Shall be
subject to the power herein contained.

                                   ARTICLE IV
                               BOARD OF DIRECTORS
                               ------------------
     The Powers of the Company shall be exercised by the Board of Directors of
the Company. The company shall have a minimum of one and a maximum of four
directors.

                                    ARTICLE V
                                CORPORATE PURPOSE
                                -----------------

     The object for which the Company is established are:-

(a)  To engage only in any International betting, gaming, sportsbetting and
bookmaking Permitted by the laws of Antigua and Barbuda and to accept wagers on
sporting Events taking place in the Caricom region from residents of countries
outside the Caricom region.

(b)  To acquire and with any property, real or personal, to erect any buildings,
and do All acts and things, which in the opinion of the Company or the
directors, may be Conveniently or profitably, or usefully, acquired and dealt
with, carried on, erected Or done by the Company in connection with the
property.

(c)  To generally have and exercise all powers, rights and privileges necessary
and incident to carry out properly the objects herein mentioned.

(d)  With the exception of betting, gaming, sportsbetting, and bookmaking, the
company Shall not engage in International Banking, Trust, or Insurance or any
activity which requires a Licence under the International Business Corporations
Act


Registration Statement                                                  Page 108
<PAGE>


                             NET-FORCE SYSTEMS INC.


                                   ARTICLE VI
                                    EXISTENCE
                                    ---------
     The Company shall have perpetual existence unless sooner dissolved in
accordance with the Laws of Antigua and Barbuda. The date on which corporate
existence shall begin in the date On which these Articles of Incorporation are
filed with the Director of International Business Corporations of Antigua and
Barbuda.

                                   ARTICLE VII
                            LIBIALITY OF SHAREHOLDERS
                            -------------------------
     The liability of a shareholder is limited to the amount, if any unpaid on
the shares held or subscribed to by such shareholder.

                                  ARTICLE VIII
                                   INDEMNITIES
                                   -----------
     The Company shall indemnify any and all of its Directors, Officers,
employees or agents or Former Directors, officers, employees or agents or any
person or persons who may have Served at its request as a Director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise in which it owns capital stock or of which it is a creditor, to
the full extent permitted by law; and such indemnity shall include, but not be
limited to, the expense, including the cost of any judgements, fines,
settlements and counsel's fees, actually and necessarily paid or incurred in
connection with any action, suit or proceeding, whether civil, criminal,
administrative or investigative, and any appeals thereof, to which any such
person or his legal representative may be made a party or may be threatened to
be made a party by reason of his being or having been a Director, officer,
employee or agent as herein provided. The foregoing right of indemnity shall not
be exclusive of any other rights to which any Directors, officer, employee or
agent may be entitled as a matter of law or which may be lawfully granted.

                                   ARTICLE IX
                              CHARTER CONTINUATION
                              --------------------
     The Company is authorized to transfer its charter to any jurisdiction which
permits Continuation of a foreign corporation.

                                    ARTICLE X
                                   SECURITIES
                                   ----------
     No securities of the Company will be distributed to the public in Antigua
and Barbuda.

                                   ARTICLE XI
                                  INCORPORATORS
                                  -------------

     The name and address of the Company's incorporators are;-

     CLARE K. ROBERTS, Attorney-at-law, 60 Nevis Street, St.John's, Anitgua

     CLOVIS GRANT, Attorney's Clerk, 60 Nevis Street, St. John's Antigua.

     Dated this "5th" day of "August", 1999 at St. John's Antigua.

     /s/ "Clare K. Roberts"                /s/ "Clovis Grant"
     -----------------------------         -----------------------------
     Clare K. Roberts                       Clovis Grant
     Attorney-at-Law                        Attorney's Clerk



Registration Statement                                                  Page 109


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.4
<SEQUENCE>7
<FILENAME>netbylawsnfe.txt
<DESCRIPTION>NET FORCE 20-F/A, BYLAWS NET FORCE ENTERTAINMENT
<TEXT>


                             NET-FORCE SYSTEMS INC.




                               ANTIGUA AND BARBUDA
               The International Business Corporation Act, Cap 222
                           A Company Limited By Shares

                                     BY-LAWS
                                       OF
                          NET FORCE ENTERTAINMENT INC.
                          ----------------------------

                                   PRELIMINARY
                                   -----------

In these and other by-laws of the Company, unless the context otherwise
requires-

     "Act" means the International Business Corporation Act, Cap 222, as from
time to time amended any other enactment for the time being in force substituted
therefore;

     "Board" means the board of directors for the time being of the Company;

     "Company" means the above-named Company;

     "ordinary resolution" means a resolution passed by a majority of the shares
entitled to vote;

     "office" means the registered office for the time being of the Company; and

     "Register" means the register of shareholders to be kept as required by
section 130 of the Act.

Unless the context otherwise requires, words and expressions defined in the Act
have the same meanings when used in these By- Laws in particular,

     (a)  words importing the singular number include the plural and vice-versa;

     (b)  words importing gender include the masculine, feminine and neuter
genders; and

     (c)  words importing a person include an individual, partnership,
association and body corporate and a trustee, executor, administrator and other
personal representative of any person.

                                        I
                            SHARES AND SHARE CAPITAL
                            ------------------------
1.1  ISSUANCE. The issue or allotment of shares shall be under the control of
the Board which may issue the whole or any portion thereof with such preferred,
deferred, special or limited rights as it may think fit.

1.2  PREEMPTIVE RIGHTS. All new issue of unissued shares of whatever kind shall
be offered To the shareholders in proportion to the normal value of existing
shares held by them, And such offer shall be made by notice specifying the
number of shares to which the shareholder is entitled and limiting a time within
which the offer, if not accepted, will be deemed to be declined; and after the
expiration of such time or on the receipt of an indication from the shareholders
to whom such notice is given that declines to accept the shares so offered, the
Board may dispose of the same in such manner as it deems most beneficial to the
Company.

1.3  ALTERATION OF CAPITAL. The Company may from time to time by ordinary
resolution increase the share capital by such sum to be divided into shares of
such amount as the Resolution shall prescribe. The Company may by ordinary
resolution:


Registration Statement                                                  Page 110
<PAGE>


                             NET-FORCE SYSTEMS INC.


     (a)  Consolidate and divide all or any portion of its share capital into
shares of Larger amount than it's existing shares;

     (b)  Sub-divide it's existing shares, or any of them, into shares of
smaller amount Than is fixed by the Articles of Incorporation subject,
nevertheless, to the Provisions of the Act;

     (c)  Cancel any shares which at the date of the passing of the resolution,
have not Been taken up or agreed to, be taken up by any person.

     Subject to the provisions of the Act, the Company may by special resolution
reduce Its share capital, any capital redemption reserve fund or any premium
account.

                                       II
                         SHARE CERTIFICATES AND REGISTER
                         -------------------------------
2.1  CERTIFICATES. Certificates representing shares of the Company shall be in
such form as Shall be determined by the directors. Such certificates shall be
signed by a director. All Certificates for shares shall be consecutively
numbered or otherwise identified. Certificates May be issued to bearer or in
registered form. Bearer certificates shall be marked as not Transferable to
residents of Antigua and Barbuda.

2.2  REGISTER. The number of shares, the date of issue, the consideration paid,
and the Serial number of each bearer or registered share certificates shall be
entered on the Register Of the Company. In the case of registered shares, the
name and address of the holder shall Also be entered on said Register.

2.3  LOST OR DAMAGED CERTIFICATE. In the case of a lost, destroyed or mutilated
certificate, a New one may be issued therefor upon such terms and indemnity to
the Company as the Board may prescribe.

                                       III
                               TRANSFER OF SHARES
                               ------------------
3.1  TRANSFER. Upon surrender to the Company or the transfer agent of the
Company of a certificate for shares duly endorsed or accompanied by proper
evidence of succession, assignment or authority to transfer, it shall be the
duty of the Company to issue a new certificate to the person entitled thereto,
and cancel the old certificate; every such transfer shall be entered on the
Register of the Company. 3.2 Record Owner. The Company shall be entitled to
treat the holder of record of any registered share as the holder in fact
thereof, and accordingly, shall not be bound to recognize any equitable or other
claim to or interest in such share on the part of any other person whether or
not it shall have express or other notice threof, except as expressly provided
by the Act.

                                       IV
                                 FINANCIAL YEAR
                                 --------------
4.1  The financial year of the company shall begin on the 1st day of January
each year.

                                        V
                                    DIVIDENDS
                                    ---------
5.1  The Board may from time to time declare, and the Company may pay, dividends
on its outstanding shares in the manner and upon the terms and conditions
provided by law.

                                       VI
                                      SEAL
                                      ----
6.1  The board may provide a corporate seal which shall have inscribed thereon
the name of the Company, the place of incorporation and year of incorporation.


Registration Statement                                                  Page 111
<PAGE>


                             NET-FORCE SYSTEMS INC.


                                       VII
                                    MEETINGS
                                    --------
7.1  ANNUAL DIRECTORS' MEETING. The Annual Director's Meeting of the Company
shall be held no more than four months from the date of registration of the
Company and at such place within Antigua And Barbuda as the Board may determine.

7.2  ANNUAL SHAREHOLDERS' MEETING. An annual Shareholders' Meeting of the
Company shall be held every year after the incorporation of the Company at such
time and place within Antigua and Barbuda as shall from time to time be
prescribed by the Board.

7.3  SPECIAL SHAREHOLDERS' MEETING. The Board may, whenever it thinks fit,
convene a Special Shareholders' Meeting. The Board shall also on the requisition
of the holders of not Less than one-twentieth of the issued share capital of the
Company proceed to convene a Special Shareholders' Meeting of the Company.

7.4  PROCEEDINGS. All business shall be deemed special that is transacted at a
Special Shareholders' Meeting, and also that is transacted at any Annual
Shareholders' Meeting, with the exception of the consideration of the accounts
and auditor's report, if any, the election of directors and the re- appointment
of any incumbent auditor.

7.5  QUORUM. No business shall be transacted at any shareholders' meeting unless
a quorum of shareholders is present at the time when the meeting proceeds to
business. Save as is herein otherwise provided, shareholders present in person
or by proxy representing a majority of the Company's shares shall constitute a
quorum.

7.6  CHAIRMAN. All meetings shall be chaired by a Director appointed by the
Board to act as Chairman.

7.7  MINUTES. Minutes of the proceedings of every Annual Shareholders' meeting
shall be kept and shall be signed by the Chairman of the same meeting, or by the
Chairman of the next succeeding meeting, and the same, when so signed, shall be
conclusive evidence of all such proceeding and of the proper election of the
chairman.

7.8  VOTES OF SHAREHOLDERS. Subject to any rights or restrictions for the time
being attached to any class or classes of shares, every shareholder shall have
one vote for each share of which he is the holder. All elections for directors
shall be divided by majority vote; all other question shall be decided by
majority vote except as otherwise required by the Act.

7.9  INFORMAL ACTION BY SHAREHOLDER. Unless otherwise provided by law, any
action required to be taken at a meeting of the shareholders, or any other
action which may be taken at a meeting of the shareholders, may be taken without
a meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the shareholders entitled to vote with respect to the subject
matter thereof.

7.10  PROXIES. Votes may be given either personally or by proxy. The instrument
appointing a proxy shall be in writing under the hand of the appointee or his
attorney duly authorized in writing, or if the appointee is a corporation either
under seal or under the hand of an officer or attorney duly authorized. A proxy
need not be a shareholder of the Company. The instrument appointing a proxy and
the power of attorney or other authority, if any, under which it is signed or a
certified copy of that power or authority shall be deposited at the office or at
such other place within Antigua and Barbuda as is specified for that purpose in
the notice convening the meeting.

7.10  NOTICE OF MEETING. Written or printed notice stating the place, day and
hour of the meeting and, in case of a special meeting, the purpose or purposes
for which the meeting is called, shall be delivered not less than twenty-one
days before the date of the meeting, either personally or by mail, to each
shareholder of record entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the mail, addressed to the
shareholder at his address as it appears on the stock transfer books of the
company, with postage thereon prepaid.

7.11  WAIVER OF NOTICE. Unless otherwise provided by law, whenever any notice is
required to be given to any shareholder, a waiver thereof in writing, signed by
the person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.


Registration Statement                                                  Page 112
<PAGE>


                             NET-FORCE SYSTEMS INC.


                                      VIII
                                    DIRECTORS
                                    ---------
8.1  NUMBER OF DIRECTORS. Unless and until the Company in a General or Special
Shareholders' Meeting shall otherwise determine, the number of directors shall
be two. Each director shall hold office unless removed as provided in these
presents, until the next Annual Shareholders' Meeting and until his successor
shall have been elected.

8.2  REMUNERATION OF DIRECTORS. Each of the directors shall be paid out of the
funds of the Company such remuneration for his services as a director as the
Company in an Annual Shareholders' Meeting may from time to time determine. The
directors may also be paid travelling, hotel and other expenses properly
incurred by them in attending and returning from meetings of the directors or
any committee of the directors or meetings of the company in connection with the
business of the Company.

8.3  DIRECTORS WITH OTHER OFFICES AND INTERESTS. A director may hold any other
office or place of profit tinder the Company and he or any firm of which he is a
member may act in a professional capacity for the Company in conjunction with
his office of director of the Company for such period and on such terms as to
remuneration and otherwise as the Board may determine. No director or intending
director shall be disqualified by his office from contracting with the Company,
either with regard thereto, or as vendor, purchaser or otherwise, nor shall any
such contract, or any contract or arrangement entered into by or on behalf of
the Company in which any director is in any way interested, be liable to be
avoided, nor shall any director so contracting or being so interested be liable
to account to the Company for any profit realized by way of such contract or
arrangement by reason of such director holding such office, or of the fiduciary
relationship thereby established so long as the director notifies the Company in
accordance with the requirements of the Act. To the extent permitted by the Act,
any director may vote as director or shareholder in respect of any such contract
or arrangement; provided that such director must disclose his interest to his
co-directors, and if all the directors be interested in the contract or
arrangement, the contract or arrangement must be entered into by the Company in
an Annual or Special Shareholders' Meeting, and before the contract or
arrangement is so entered into, the directors must disclose their interests to
the meeting.

8.4  PROCEEDINGS OF THE BOARD. The Board at the request of any director may meet
together for the dispatch of business, adjourn and otherwise regulate their
meetings as it thinks fit.

8.5  EXECUTIVE COMMITTEE. The Board at a duly constituted meeting may by a
resolution appoint a committee from among themselves to be known as an executive
committee. This committee may perform such acts in the name of the Board in the
same fashion as if the Board had acted. The limits of the executive committee's
acts shall be prescribed by resolution of the Board. The powers of this
committee may be changed from time to time by subsequent resolution of the
Board.

8.6  QUORUM. The quorum necessary for the transaction of the business of the
Board may be fixed by the Board, and unless so fixed shall be one-half of the
number of persons then serving as directors. The quorum of any committee of the
Board shall be fixed by the meeting of the Board appointing such committee and,
if not so fixed, then such quorum shall be fixed by the members of such
committee.

8.7  VOTING. Every question at a meeting of the Board shall (except where
otherwise provided by the Board) be determined by a majority of the votes of the
directors present, every director having one vote.

8.8  ACTION WITHOUT A MEETING. A resolution may be adopted without any meeting
of the Board or of a committee if evidenced by writing tinder the hands of all
the directors or of all the members of such committee, and such writing shall be
as valid and effectual as a resolution duly passed at a meeting of the Board or
such committee.

8.9  POWERS OF THE BOARD. The business of the Company shall be managed by, the
Board, who may exercise all such powers of the Company as are not by the Act or
these By-Laws required to be exercised by the Company in an Annual Shareholders'
Meeting, subject nevertheless to any regulations of these By-Laws, to the
provisions of the Act and to such regulations being not inconsistent with the
provisions of the Act as may be prescribed by special resolution of the Company,
but no regulation so made by the Company shall invalidate any prior act of the


Registration Statement                                                  Page 113
<PAGE>


                             NET-FORCE SYSTEMS INC.


Board which would have been valid if such regulation had not been made. The
general powers given by this By-Law shall not be limited or restricted by any
special authority or power given to the Board by any other By-Law.

8.10  APPOINTMENT OF ATTORNEY. The Board may from time to time and at any time,
by power of attorney, appoint any company, firm or person to be the attorney or
attorneys of the Company for the purpose of executing deeds on behalf of the
Company in or outside Antigua and Barbuda and for such periods and subject to
such conditions as they may think fit, and any such power of attorney may
contain such provisions for the protection of persons dealing with any such
attorney as the Board may think fit, and may also authorize any such attorney to
sub-delegate all or any of the powers, authorities and discretions vested in
him.

8.11  REMOVAL OF DIRECTOR. Any director may be removed by a majority vote of the
shareholders.

8.12  RESIGNATION OF DIRECTOR. A director may resign at any time by giving
written notice to the Board. Unless otherwise specified in the notice, the
resignation shall take effect upon receipt thereof by the Board and the
acceptance of the resignation shall not be necessary to make it effective.

8.13  PRESUMPTION OF ASSENT. A director of the Company who is present at a
meeting of the directors at which action on any company matter is taken shall be
presumed to have assented to the action taken unless his dissent shall be
entered in the minutes of the meeting or unless he shall rile his written
dissent to such action with the person acting as the secretary of the meeting
before the adjournment thereof or shall forward such dissent by registered mail
to the secretary of the Company immediately after the adjournment of the
meeting. Such right to dissent shall not apply to a director who voted in favour
of such action.

                                       IX
                                    OFFICERS
                                    --------
9.1  NUMBER. The officers of the Company shall be president, a secretary and a
treasurer, each of whom shall be elected by the directors. Such other officers
and assistant officers as may be deemed necessary may be elected or appointed by
the directors. Any two or more offices may be held by the same person.

9.2  ELECTION AND TERM OF OFFICE. The officers of the Company to be elected by
the Board shall be elected annually at the first meeting of the Board held after
each Annual Meeting of the shareholders. Each officer shall hold office until
his successor shall have been duly elected and shall have qualified or until his
death or until he shall resign or shall have been removed in the manner
hereinafter provided.

9.3  REMOVAL. Any officer or agent elected or appointed by the Board may be
removed by the Board whenever in their judgement the best interests of the
Company would be served thereby, but such removal shall be without prejudice to
the contract rights, if any, of the person so removed.

9.4  VACANCIES. A vacancy in any office because of death, resignation, removal
or disqualification, may be filled by the Board for the unexpired portion of the
term.

9.5  PRESIDENT. The president shall be the principal executive officer of the
Company and, subject to the control of the directors, shall in general supervise
and control all of the business and affairs of the Company. He may sign, with
the secretary or any other proper officer of the Company thereunto authorized by
the directors, any deeds, mortgages, bonds, contracts, or other instruments
which the directors have authorized to be executed, except in cases where the
signing and execution thereof shall be expressly delegated by the directors or
by these by-laws to some other officer or agent of the Company, or shall be
required by law to be otherwise signed or executed; and in general shall perform
all duties incident to the office of president and such other duties as may be
prescribed by the directors from time to time.

9.6  SECRETARY. The secretary shall keep the minutes of the shareholders' and of
the directors' meetings in one or more books provided for that purpose, see that
all notices are duly given in accordance with the provisions of these BY-Laws or
as required, and be custodian of the Company records.


Registration Statement                                                  Page 114
<PAGE>


                             NET-FORCE SYSTEMS INC.


9.7  TREASURER. If required by the directors, the treasurer shall give a bond
for the faithful discharge of his duties in such sum and with such surety or
sureties as the directors shall determine. He shall have charge and custody of
and be responsible for all funds and securities of the Company; receive and give
receipts for moneys due and payable to the Company from any source whatsoever,
and deposit all such moneys in the name of the Company in such banks, trust
companies or other depositories as shall be selected in accordance with these
By-Laws and in general perform all of the duties as from time to time may be
assigned to him by the President or by the Board.

9.8  SALARIES. The salaries of the officers shall be fixed from time to time by
the Board and no officer shall be prevented from receiving such salary by reason
of the fact that he is also a director of the Company.

                                        X
                                    ACCOUNTS
                                    --------
10.1  The Board shall cause to be kept such books of account as are necessary to
comply with the provisions of the Act. The books of account shall be kept at the
office or at such other place as the Board thinks fit, and shall always be open
to the inspection of the Board. Any director or shareholder shall have the right
to inspect any account or book or document of the Company. The Board shall from
time to time in accordance with the provisions of the Act cause to be prepared
and to be laid before an Annual Shareholders' Meeting such profit and loss
accounts, balance sheets and reports as may be necessary.

                                       XI
                                    AUDITORS
                                    --------
11.1  Auditors may be appointed and their duties regulated in accordance with
the provisions of the Act. Subject to the provisions of the Act, all acts done
by any person acting as an auditor shall, as regards all persons dealing in good
faith with the Company, be valid, notwithstanding that there was some defect in
his appointment or that he was at the time of his appointment not qualified for
appointment.

                                       XII
                                   LIOUIDATION
                                   -----------
12.1  If the Company shall be wound up (whether the liquidation be voluntary,
under the supervision of or by the Court) the liquidator may, with the required
authority, divide among the shareholders in specie or kind the whole or any part
of the assets of the Company, and whether or not the assets shall consist of
property of one kind or properties of different kinds, and may for such purpose
set such value as he deems fair upon one or more or classes of property, and may
determine how such division shall be carried out as between shareholders or
different classes of shareholders. The Liquidator may, with the like authority,
vest any part of the assets in trustees upon such trusts for the benefit of
shareholders as the Liquidator with the like authority shall think fit, and the
liquidation of the Company may be closed and the Company dissolved.

                                      XIII
                                   AMENDMENTS
                                   ----------
13.1  These By-Laws may be altered, amended or replaced and new By-Laws may be
Adopted by a vote of the shareholders representing a majority of all the shares
issued and Outstanding, at any, Annual Shareholders' Meeting or at any Special
Shareholders' Meeting When the proposed amendment has been set out in the notice
of such meeting.
                                       XIV
                                INITIAL DIRECTORS
                                -----------------
14.1  The initial Board of Directors shall be composed of the following
members;-

ASDAK INC.
                   NET FORCE ENTERTAINMENT INC
                   Nevis Street, St.John's, Antigua


Registration Statement                                                  Page 115
<PAGE>


                             NET-FORCE SYSTEMS INC.


                         RESOLUTION OF SOLE SHAREHOLDER


IT IS RESOLVED THAT

(1)  Asdak Inc be removed as a director of the company with immediate effect.

(2)  the following persons be appointed as directors of the company with
     immediate effect:

        Terry G. Bowering
        Douglas N. Bolen

Dated the "17th" day of August 1999

NET FORCE SYSTEMS INC



By    "Terry G. Bowering"
  ------------------------------





































Registration Statement                                                  Page 116


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>8
<FILENAME>netsoftwarelicagree.txt
<DESCRIPTION>NET FORCE 20-F/A, SOFTWARE LICENSE AGREEMENT
<TEXT>


                             NET-FORCE SYSTEMS INC.



                           SOFTWARE LICENSE AGREEMENT


THIS AGREEMENT is entered into this 31st day of July 1999,

BETWEEN:

     NET-FORCE ENTERTAINMENT INC., with registered offices in St. John's,
Antigua, West Indies;

               (hereinafter referred to as the "Licensee")

AND

     SOFTEC SYSTEMS CARIBBEAN INC. with offices at 1589 Newgate Street, St.
John's Antigua, West Indies;

               (hereinafter referred to as "Softec")


WHEREAS,

A.   Softec owns rights to Internet casino software (the "Software");
B.   Softec wishes to license the Software to other companies;
C.   Softec wishes to provide a complete computer hardware and software package
that the Licensee may use to operate an Internet gaming site; and,
D.   The Licensee wishes to license the Software and make use of Softec's
computer hardware in order to operate an Internet gaming site.

NOW THEREFORE, in consideration of the premises and mutual covenants herein set
forth, the parties agree as follows:

1.   GENERAL PROVISIONS
- --   ------------------

1.1  DEFINITIONS

     "Licensed Software" shall mean a licensed data processing program or micro
program consisting of a series or sequence of signals, or instructions,
statements, or fonts stored on any media in machine readable form, and any
related licensed materials such as, but not limited to, graphics, flow charts,
logic diagrams, manuals, and listing made generally available by Softec for use
in connection with the licensed programs.

     The Licensed Software shall consist of not more than 2 casinos, one with an
adult theme (where a license is available), and one with a non-adult theme
(collectively, the "Casino"). The Casino shall have various games of chance
which includes, but are not limited to, blackjack, roulette, pai gow poker,
video poker and slot machine and other games as added from time to time, based
on a theme chosen by the Licensee, a sportsbook web site within the gaming site,
an HTML version of the sportsbook, and a lottery ticket distribution web site.

     1.1.2   "Net Monthly Revenue" shall mean, for any given calendar month, the
total amount wagered in the casino, horse track and the sportsbook, less
winnings in the Casino, horse track and the sportsbook, PLUS, total sales of
lottery tickets, less the invoiced cost for purchasing lottery tickets for the


Registration Statement                                                  Page 117
<PAGE>


                             NET-FORCE SYSTEMS INC.


lottery ticket sales, PLUS, any membership fees or additional fees that may be
charged by the Licensee that are not related to currency conversion or
transaction processing.

     1.1.3   "Hardware" shall mean all the necessary computers, routers,
cabling, monitors, hard drives, back-up systems, and other equipment, as
determined by Softec in its absolute discretion, located at its offices in St.
John's Antigua, Vancouver, Canada, or other locations designated by Softec as
may be required in order to properly store, distribute and run the Licensed
Software.

     1.1.4   "Games" shall mean the casino style games, sportsbook, lottery, and
pari-mutuel games that are played using the Licensed Software and are available
from time to time.

     1.1.5   "Downloadable Software" shall mean the portion of the Licensed
Software that must be resident on a customer's computer in order for the
customer to access and play the Games.

     1.1.6   "Master CD" shall mean the compact disc containing the Downloadable
Software that may be used to mass-produce compact discs for delivery to the
Licensee's customers.

     1.1.7   "Customer Information" shall mean all data collected and stored on
customers including, without limiting the generality of the foregoing, name,
address, phone and fax number, e-mail address, credit card numbers and
expiration dates or information on other types of payments, amounts wagered and
frequency of wagering.

     1.1.8   "Confidential Information" shall mean material in the possession of
Softec which is not generally available to or used by others or the utility or
value of which is not generally known or recognized as standard practice,
including, without limitation, all financial business and personal data relating
to Softec's clients, any non-public information about affiliates, subsidiaries,
consultants and employees of Softec or its affiliates, business and marketing
plans, strategies and methods, studies, charts, plans, tables and compilations
of business industrial information, computer software and computer technology
whether patentable, copyrightable or not, which is acquired or developed by or
on behalf of Softec or its affiliates from time to time.

1.2  RIGHT TO AUDIT

     1.2.1   The Licensee shall, within reason, have the right, without prior
notice to Softec to inspect and audit all Softec's business, accounting and
supporting records that are necessary for purposes of determining Softec's
compliance with the terms of this Agreement. Softec shall fully co-operate with
any independent chartered accountants or certified public accountants hired by
the Licensee to conduct any such inspection or audit. If any such inspection or
audit discloses an under statement of less than 3% for any period, Softec shall
pay, within ten days after receipt of the inspection or audit report, the sums
due on account of such understatement with interest calculated at U.S. prime
plus one percent. Further, if such inspection or audit is made necessary by
failure of Softec to furnish invoice reports or any other documentation as
herein required, or if an understatement for any period is determined by such
inspection or audit to be 3% or greater, Softec shall, on demand and in any
event within the said ten days, in addition to paying the sums due on account of
such understatement, also reimburse for the cost of such inspection or audit,
including without limitation, the charges of any independent chartered
accountants or certified public c accountants retained by the Licensee in
connection with such audit or inspection and the reasonable travel expenses,
room, board and compensation of employees of the Licensee.

     1.2.2   The Licensee's right to audit records shall only extend to records
that date back no more than two of Softec's fiscal years prior to the date
Softec receives notice of an impending audit.

1.3  INDEMNIFICATION

     1.3.1   The Licensee acknowledges and agrees that neither Softec nor any of
its members, shareholders, directors, officers, employees or representatives
will be liable to the Licensee or any of the Licensee's customers for any
special, indirect, consequential, punitive or exemplary damages, or damages for
loss of profits or savings, in connection with this Agreement, the services or
the Hardware or any other information, material or services provided by Softec
to the Licensee under this Agreement. If, despite the foregoing limitations,


Registration Statement                                                  Page 118
<PAGE>


                             NET-FORCE SYSTEMS INC.


Softec or any of its shareholders, directors, officers, employees or
representatives should become liable to the Licensee or any other person (a
"Claimant") in connection with this Agreement, then the maximum aggregate
liability of Softec, its members, shareholders, directors, officers, employees
and representatives for all such things and to all such parties will be limited
to the lesser of the actual amount of loss or damage suffered by the Claimant or
the amount of the Licensee's fees payable by the Licensee to Softec for the six
months prior to the loss.

     1.3.2   The Licensee shall indemnify and save harmless Softec and its
members, shareholders, directors, officers, employees, agents, contractors,
representatives, parent company, or subsidiaries (together, the "Indemnified
Parties") from and against all damages, losses, costs and expenses (including
actual legal fees and costs), fines and liabilities incurred by or awarded
asserted or claimed against any of the Indemnified Parties by any licensing or
government agency who licenses, regulates, or otherwise governs the licensing or
use of Internet gambling in connection with the Licensee's activities under this
Agreement, including claims brought by a person using or relying upon any advice
given or publication produced and distributed by the Licensee.

     1.3.3   Notwithstanding anything in this Section 1.3, if Softec is found
guilty of fraud in executing its' obligations under this Agreement, the Licensee
shall not be responsible for any indemnification of the Indemnified Parties to
the extent that the fraud has caused there to be damages.

1.4  DISRUPTIONS

     1.4.1   The Licensee acknowledges that from time to time, as a result of
Hardware failure, supplier failures, or acts of God, the services provided under
this Agreement by Softec can be temporarily disrupted. The Licensee acknowledges
and agrees that neither Softec nor any of its members, shareholders, directors,
officers, employees or representatives will be liable to the Licensee or any of
the Licensee's customers for any special, indirect, consequential, punitive or
exemplary damages, or damages for loss of profits or savings, in connection with
these temporary disruptions. For the purpose of this section, if the services
provided under this Agreement by Softec are temporarily disrupted for seven days
within any one-month period, the minimum monthly fees as calculated in section
1.7.3 shall be reduced on a pro rata basis.

     1.4.2   The Licensee acknowledges that Softec's ability to perform its
obligations under this Agreement are subject to government licensing in whatever
jurisdiction Softec may choose to operate. Softec shall not be held liable for
any damages of any kind whatsoever that may result from changes in government
legislation or policy.

1.5  CONDITIONS OF LICENSE

     This license is granted under the following conditions:

     1.5.1   The Licensee acknowledges that its rights in and to the Licensed
Software may not be assigned, licensed or otherwise transferred by operation of
law without the prior written consent of Softec. Violation of this section is
grounds for immediate termination of this Agreement.

     1.5.2   Copyright and other proprietary rights of Softec protect the
Licensed Software. The Licensee may be held directly responsible for acts
relating to the Licensed Software which are not authorized by this Agreement.

     1.5.3   All right, title and interest in and to the Licensed Software, and
any copies thereof, and all documentation, code and logic, which describes
and/or comprises the Licensed Software remains the sole property of Softec.

     1.5.4   Softec shall not be responsible for failure of performance of this
Agreement due to causes beyond its control, including, but not limited to, work
stoppages, fires, civil disobedience, riots, rebellions, acts of God, and
similar occurrences.

     1.5.5   The sportsbook "format" shall remain standard, and will not be
materially altered from Softec's standard sportsbook facilities. Format shall
refer to the tabular presentation of the sports information making up the
sportsbook look and feel and shall not include the graphics that may be added in
order to personalize it.


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                             NET-FORCE SYSTEMS INC.


     1.5.6   The Licensee acknowledges that this is a non-exclusive agreement
and that Softec will license the Licensed Software to as many other parties as
are willing to enter into a licensing agreement with Softec.

     1.5.7   The Licensee shall supply to Softec an irrevocable letter of credit
in the amount of $100,000 U.S. An appropriate amount of these funds shall be
released to Softec in the event the Licensee should become unable or unwilling
to pay for any legitimately invoiced amounts. This security shall only be used
to remedy non-payment of legitimate invoices, and cannot be applied by Softec to
any other alleged breaches of this Agreement. This section shall only become
effective upon the Licensee achieving in any one month Net Monthly Revenue of
$1,000,000 or greater.

     1.5.8   The Licensee shall be responsible for ensuring that they are
operating the Licensed Software in compliance with any and all applicable state,
provincial, national, and international laws.

     1.5.9   The Licensee shall provide Softec with all documentation necessary
to show that the Licensee has obtained any and all necessary licenses in order
to operate an Internet casino and/or Sportsbook in the jurisdiction in which the
Licensee chooses to operate.

     1.5.10  It is the policy of Softec to prevent the use of the Licensed
Software for use as a "money laundering" vehicle. The Licensee warrants that
they will undertake all reasonable efforts to prevent persons from using the
Licensed Software for use as a money-laundering vehicle. If it is revealed that
the Licensee is purposely allowing or is willfully blind to money laundering,
Softec may terminate this agreement without notice.

     1.5.11  The Licensee shall not accept wagers from persons residing in
Canada and shall implement all measures stipulated by Softec to ensure that
persons residing in Canada are not able to wager utilizing the Licensed
Software.

1.6  TERM AND TERMINATION

     1.6.1   This Agreement shall commence and be deemed effective on the date
when fully executed (the "Effective Date"). This Agreement is in effect for a
period of one-year (the "Term") and shall be automatically renewed indefinitely
with additional one year terms unless the Licensee gives written notice of
termination of this Agreement at least 45 days prior to the end of any one year
period.

     1.6.2   Softec may terminate this Agreement by giving written notice to the
Licensee at least six months prior to the end of any one year term provided,
however, Softec shall not give notice of termination in the first year of this
Agreement.

     1.6.3   Softec may terminate this Agreement at any time upon five days
notice if the Licensee is more than 30 days in arrears in paying any material
monthly fees due and owing to Softec. The Licensee shall be allowed to cure the
breach during the notice period, thus pre-empting Softec's ability to terminate
this Agreement in accordance with this section. The arrears contemplated in this
section must be of a material amount for this section to be used by Softec. For
the purposes of this section, material shall mean anything greater than 5% of
the previous month's fees.

     1.6.4   Softec may terminate this Agreement at any time upon five days
notice if the Licensee becomes bankrupt or insolvent or ceases carrying on
business for any reason.

     1.6.5   The Licensee may terminate this Agreement at any time upon five
days notice if Softec becomes bankrupt or insolvent or ceases carrying on
business for any reason.

     1.6.6   The Licensee may, inter alia, terminate this Agreement at any time
upon five days notice if Softec is materially in breach of this Agreement for
more than 30 days. Softec shall be allowed to cure the breach during the notice
period, thus pre-empting the Licensee's ability to terminate this Agreement in
accordance with this section.

     1.6.7   Softec may terminate this Agreement at any time upon five days
notice if Softec, or any of its principals, officers or Directors becomes the
subject of third party civil or criminal litigation as a result of the


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                             NET-FORCE SYSTEMS INC.


Licensee's operations under this Agreement. The litigation contemplated herein
must be material, and found to be of a serious nature by independent legal
counsel.

     1.6.8   Upon termination of this Agreement, the Licensee shall immediately
return to Softec any and all of Softec's materials which Softec has a
proprietary right in that are in the Licensee's possession and/or in the
possession of the Licensee's agents, servants and employees.

     1.6.9   Upon termination of this Agreement, all Customer Information shall
be given to the Licensee and Softec shall not make use of or disclose any
Customer Information to any third party.

     1.6.10  Upon termination of this Agreement for any reason, any security
given by the Licensee shall be returned to the Licensee within thirty days of
termination, provided however that if there are any outstanding invoiced amounts
(as per section 1.5.7) against the Licensee, sufficient security shall be
retained in order to pay for those claims.

1.7  REMUNERATION

     1.7.1   The Licensee shall pay to Softec a non-refundable one-time fee of
$100,000 U.S. for the development of the graphical front end of the gaming site
and all set-up costs. This payment shall be paid in accordance with the
following schedule:

     o   $ 10,000 per month for ten months with the first payment being made
three months from the date of the 3 acceptance of the first wager using the
Licensed Software.

     1.7.2   The Licensee shall pay to Softec a monthly fee based on a
percentage of the Net Monthly Revenue. The fee shall be paid in accordance with
Schedule A of this Agreement. The fees shall commence when the Licensee accepts
a wager utilizing the Licensed Software.

     1.7.3   Notwithstanding any amount due and owing in accordance with
Schedule A of this Agreement, the Licensee shall pay to Softec a minimum of
$25,000 per month. This section shall come into effect 120 days from the
acceptance of the first wager utilizing the Licensed Software.

     1.7.4   All monthly payments shall be delivered to Softec by the 15th of
each month in payment for the previous month's activity.

1.8  CONFIDENTIALITY

     1.8.1   The Licensee shall not disclose, publish, or disseminate
Confidential Information to anyone other than those of its employees or others
with a need to know, and the Licensee agrees to take reasonable precautions to
prevent any unauthorized use, disclosure, publication, or dissemination of
Confidential Information. The Licensee agrees not to use Confidential
Information otherwise for its own or any third party's benefit without the prior
written approval of an authorized representative of Softec in each instance.

     1.8.2   Softec shall not disclose, publish, or disseminate Customer
Information to anyone other than those of its employees with a need to know, and
Softec agrees to take reasonable precautions to prevent any unauthorized use,
disclosure, publication, or dissemination of Customer Information. Softec agrees
not to use Customer Information otherwise for its own or any third party's
benefit without the prior written approval of an authorized representative of
the Licensee in each instance.

     1.8.3   All Confidential Information, and any Derivatives thereof whether
created by Softec or the Licensee, remains the property of Softec and no license
or other rights to Confidential information is granted or implied hereby. For
purposes of this Agreement, "Derivatives" shall mean: (a) for copyrightable or
copyrighted material, any translation, abridgement, revision or other form in
which an existing work may be recast, transformed or adapted; (b) for patentable
or patented material, any improvement thereon; and (c) for material which is
protected by trade secret, any new material derived from such existing trade
secret material, including new material which may be protected by copyright,
patent and/or trade secret.


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                             NET-FORCE SYSTEMS INC.


     1.8.4   Notwithstanding anything in this Section 1.8, Softec shall be
allowed to use Customer Information for the purpose of fulfilling its reporting
obligations as a public company. Softec shall also be allowed to use Customer
Information in a statistical form so long as it does not identify individuals or
specific companies.

     1.8.5   The Licensee shall not disclose the contents of this Agreement to
any third party who is not bound to maintain confidentiality between the
parties. The Licensee acknowledges that disclosure of the terms of this
Agreement to third parties would cause considerable damage to Softec and its
parent company, Starnet Communications International Inc.

2.   OBLIGATIONS OF THE LICENSOR
- --   ---------------------------

2.1  HARDWARE

     2.1.1   Softec shall supply the Hardware as defined in this Agreement.

     2.1.2   Softec shall maintain the Hardware and pay all costs for
maintaining and/or upgrading the Hardware.

     2.1.3   Softec shall supply the office space required to house the
Hardware.

     2.1.4   The Hardware shall, at all times, remain the property of Softec.

     2.1.5   Softec shall supply an appropriate connection to the Internet with
sufficient bandwidth to properly operate the Licensed Software. The Licensee
shall pay for all bandwidth associated only with those customers that are not
playing the Games using real money and for the downloading of the Licensed
Software via the Internet, and for any related marketing via the Internet.
Bandwidth shall be charged to the Licensee at market rates.

     2.1.6   Softec shall not be required to maintain a redundant site.

     2.1.7   Softec shall make all reasonable efforts to repair and correct any
problems arising under Softec's areas of responsibility that may arise from time
to time which would cause it to be unable to perform its' obligations under this
Agreement (see section 1.5.4).

     2.1.8   Softec shall notify the Licensee of any problems that may arise
from time to time and shall keep the Licensee apprised of any efforts undertaken
to rectify the problem.

     2.1.9   The Hardware shall be located only in places where Internet
gambling may be operated legally and where the Licensee has obtained all
necessary licenses to conduct online gaming.

2.2  THE LICENSED SOFTWARE

     2.2.1   Softec shall install the Licensed Software on the Hardware.

     2.2.2   Softec shall allow all of the Licensee's customers and all persons
who seek to be licensee's customers Internet access to the Licensed Software.

     2.2.3   Softec shall allow the Licensee's customers to download directly
from the server the Downloadable Software necessary for the Licensee's customer
to play the Games.

     2.2.4   Softec shall supply to the Licensee a single Master CD containing
the Downloadable Software.

     2.2.5   Softec may from time to time, at its discretion, create additional
games, which can be added to the Licensed Software. If additional games become
available, the Licensee may request to have the additional games added to the
Licensed Software at no additional licensing cost to the Licensee.


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                             NET-FORCE SYSTEMS INC.


     2.2.6   Softec may from time to time, at its discretion, translate part or
all of the Games into other languages, which can be added to the Licensed
Software. If additional languages become available, the Licensee may request to
have the additional languages added to the Licensed Software at no cost to the
Licensee.

     2.2.7   Notwithstanding anything stated in this section 2.2, any changes
requested by the Licensee to be made to the graphics portion of the Licensed
Software, shall be charged to the Licensee at market rates.

     2.2.8   Notwithstanding anything stated in this section 2.2, any changes
made to the Master CD at the Licensee's request will be billed to the Licensee
at market rates, plus a $100.00 U.S. administration fee. Softec retains the
right to refuse to make the requested changes.

     2.2.9   Softec shall only be required to provide the Licensed Software in
the English language only.

     2.2.10  Softec will provide all upgrades of the Licensed Software that do
not require changes to the graphical interface, at no charge to the Licensee.

     2.2.11  All upgrades are to be made available to the Licensee within 30
days of the completion of testing.

     2.2.12  The Licensee may operate the Casino on as many separate URL's as
the Licensee wants, with no additional licensing fee to be paid.

     2.2.13  Softec warrants that the Licensed Software correctly implements
algorithms, which are in accordance with the rules and payouts, which may be
displayed on the screen at any time by the player. Pseudo-random numbers used by
the software for the purposes of choosing game outcomes and shuffling cards are
generated in an unbiased manner.

     2.2.14  Notwithstanding anything in this Agreement, the Licensee shall not
operate more than two casinos with different names and/or different graphics.

2.3  FINANCIAL TRANSACTIONS

     2.3.1   Softec shall provide a transaction processing system that will
allow the Licensee's customers to deposit funds for use of the Games (the
"Transaction Processing System"). The Licensee's customers will be able to
deposit funds via the Internet through the use of Visa, Master Card, or American
Express credit cards. Other methods of payment may be made available from time
to time at Softec's discretion, at a cost to the Licensee to be agreed upon at
the time.

     2.3.2   Softec shall only be responsible for processing credit card debits
and credits for which the Licensee holds the appropriate merchant number
accounts.

     2.3.3   The Licensee shall be responsible for all aspects of collecting and
paying funds, in accordance with this Agreement.

     2.3.4   The Licensee shall have no rights whatsoever in the Transaction
Processing System.

2.4  TECHNICAL SUPPORT

     2.4.1   Softec shall supply 24-hour technical support for the Licensee's
customers and for the Licensee.

     2.4.2   Softec shall make the Technical support available via the Internet
and via toll free telephone lines.

     2.4.3   Softec shall determine the number of people acting as technical
support and the number of incoming telephone lines for technical support in its
absolute discretion.

     2.4.4   Technical support offered via the telephone shall be in English
language only.


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                             NET-FORCE SYSTEMS INC.


2.5  ACCOUNTING

     2.5.1   Softec shall maintain records of all transactions and wagers placed
utilizing the Licensed Software.

     2.5.2   The Licensee shall pay a flat fee of $100.00 US plus all reasonable
hourly administration fees and disbursements, including printing, photocopying
and shipping costs, each time accounting information is requested.
Administration fees shall be paid at market prices. No fees are payable for
regular accounting information provided to the Licensee for the purpose of
calculating Net Revenue.

     2.5.3   Softec shall supply a complete accounting record, as defined by
Softec from time to time, of the previous month's activity relating to the
Licensed Software within ten working days of the end of each month. The
accounting records shall be delivered either by facsimile or by e-mail.

     2.5.4   Softec shall provide daily interim accounting reports, as defined
by Softec from time to time. The daily interim accounting records shall be
delivered either by facsimile or by e-mail.

     2.5.5   Softec shall have the right to utilize the accounting information
for statistical and reporting purposes provided specific information about the
Licensee is not disclosed.

     2.5.6   Softec shall archive and maintain the accounting information for a
period of 2 fiscal years.

     2.5.7   Softec, at its discretion, may destroy any portion of the
accounting information that Softec deems to be no longer relevant.

     2.5.8   The Licensee shall be given thirty days written notice prior to the
destruction of any accounting information. The Licensee may choose to archive
information about to be destroyed, at its own facilities.

2.6  CUSTOMER DATA

     2.6.1   Softec shall maintain a database containing the Customer
Information.

     2.6.2   The Customer Information shall remain the property of the Licensee.

     2.6.3   Softec shall provide daily interim Customer Information reports, as
defined by Softec from time to time.

     2.6.4   The Licensee shall pay a fee of $100.00 US plus all reasonable
hourly administration fees and disbursements, including printing, photocopying
and shipping costs, each time additional Customer Information is requested.
Administration fees shall be paid out at market prices.

     2.6.5   Softec shall have the right to utilize the Customer Information for
any purpose that does not conflict with the Licensee's marketing of the Licensed
Software. Under no circumstances shall Softec utilize the Customer Information
in the marketing of any gaming site being operated by a subsidiary of Starnet
Communications International Inc., Softec's parent company.

     2.6.6   Softec shall archive and maintain the Customer Information for a
period of two years.

     2.6.7   Softec, in its discretion, may destroy any portion of the Customer
Information that Softec deems to be no longer relevant.

     2.6.8   The Licensee shall be given thirty days written notice prior to the
destruction of any Customer Information. The Licensee may choose to archive
information about to be destroyed, at its own facilities.




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                             NET-FORCE SYSTEMS INC.


2.7  THE GAMES

     2.7.1   The lottery tickets and play options available in the lottery web
site shall be determined from time to time by Softec in its sole discretion.

     2.7.2   Softec shall determine the odds for the casino from time to time.
The Licensee shall be responsible for setting the odds for the sportsbook and
the HTML sportsbook, from time to time, in its sole discretion.

     2.7.3   The Licensee shall determine the betting limits for both the casino
sportsbook and the HTML sportsbook, from time to time, in its sole discretion.
The Licensee may choose zero as a betting limit.

     2.7.4   The Licensee, in its sole discretion, shall determine the betting
limits for the Games. The Licensee may choose zero as a betting limit.

     2.7.5   Softec shall determine the games available in the casino and both
versions of the sportsbook, from time to time, in its sole discretion.

     2.7.6   Softec shall determine the lottery tickets available in the casino
as well as the forms of play, from time to time, in its sole discretion.

     2.7.7   Softec shall only supply the Games that the Licensee has
appropriate licenses to operate.

3.   OBLIGATIONS OF THE LICENSEE
- --   ---------------------------

3.1  LICENSES

     3.1.1   The Licensee shall be responsible for obtaining and maintaining all
necessary licenses for the operation of an Internet Casino and an Internet
Sportsbook operation, or whichever the Licensee intends to operate, in a
location where Softec maintains Hardware.

     3.1.2   Softec shall recommend a lawyer in Antigua that can assist the
Licensee in obtaining, an Internet casino license as required by the Antigua
Free Trade Zone.

3.2  MERCHANT NUMBERS

     3.2.1   The Licensee shall be responsible for obtaining and maintaining
appropriate merchant numbers for the processing of Visa, Master Card American
Express credit cards and any other credit card the Licensee may obtain merchant
numbers for (the "Merchant Numbers").

     3.2.2   Notwithstanding that from time to time, Softec may make merchant
numbers available to the Licensee through another subsidiary of Starnet
Communications International Inc. ("SCII"), neither Softec nor SCII, nor any
other subsidiary of SCII shall be responsible for maintaining or continuing to
provide merchant numbers.

3.3  MARKETING

     3.3.1   The Licensee shall be responsible for all marketing of the services
offered through the Licensed Software.

     3.3.2   The Licensee shall spend on a monthly basis, a minimum of 15% of
the previous month's Net Revenue on marketing and promoting the Licensee's
gaming site.

     3.3.3   Softec is not responsible for tracking or maintaining any records
or data with respect to marketing. The Licensee shall be allowed access to the
Hardware for the purpose of tracking and maintaining marketing data.



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                             NET-FORCE SYSTEMS INC.


     3.3.4   The Licensee shall be responsible for all aspects of customer
service, including, but not limited to dealing with customer complaints and
paying out winnings, provided that the Licensee has and is using its own credit
card merchant accounts.

3.4  DISTRIBUTION OF SOFTWARE

     3.4.1   The Licensee shall be responsible for the production and
distribution of compact discs containing the Downloadable Software.

     3.4.2   The Licensee shall not alter the Licensed Software as supplied on
the Master CD in any way.

     3.4.3   The Licensee shall ensure that the packaging for the Licensed
Software, as well as any logo imprinted on the compact disk, shall display all
proprietary rights symbols such as Copyright and Trademark, as supplied by
Softec (the "Symbols"). The Symbols shall be of the exact same size and font as
supplied by Softec.

3.5  REGULATORY ISSUES

     3.5.1   The Licensee shall be solely responsible for determining which
jurisdictions they choose to market to and receive wagers from.

     3.5.2   The Licensee shall be responsible for determining the legality of
accepting wagers in whichever jurisdictions they choose to market to and receive
wagers from.

     3.5.3   The Licensee shall indemnify Softec for any reasonable legal costs,
and fines that arise as a result of the Licensee choosing to accept wagers from
any jurisdiction that determines or has determined that Internet wagering is
illegal.

3.6  THE WEB SITE

     3.6.1   The Licensee shall construct and maintain the entire web site(s)
where the Downloadable Software is to be made available to the Licensee's
customers (the "Web Sites").

     3.6.2   The Licensee shall pay for any and all Uniform Resource Locators
("URL's") that the Licensee deems necessary to properly market the Licensed
Software.

     3.6.3   The Licensee shall ensure that the Web Sites shall display a
statement that the software is licensed, as well as all proprietary rights
symbols such as Copyright and Trademark, as supplied by Softec (the "Symbols").
The Symbols shall be of the exact same size and font as supplied by Softec.

     3.6.4   The Licensee shall have the right to add as many URL's that are
dedicated solely to the promotion of the Licensee's gaming site as the Licensee
deems necessary.

     3.6.5   The Licensee shall have the right to make any changes to the Web
Sites the Licensee feels appropriate. All changes that are effected by Softec
will be charged to the Licensee at market rates.

     3.6.6   If requested, Softec shall construct and maintain any and all
additional web sites the Licensee deems necessary for the marketing of the
Licensed Software. All work done to build additional web sites shall be charged
to the Licensee at market rates.

     3.6.7   Softec shall not in any way be responsible for the design of the
Web Sites utilized by the Licensee.

     3.6.8   The Licensee shall include in their Terms and Conditions of Play
for the Licensed Software the Terms and Conditions that are recommended by
Softec. The Licensee may embellish or add to these Terms and Conditions. If the
Licensee does not implement the minimum required Terms and Conditions, in so far
as the Terms and Conditions would have protected the Licensee, Softec shall not
be responsible to the Licensee, notwithstanding anything in this Agreement.


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<PAGE>


                             NET-FORCE SYSTEMS INC.


4.   STANDARD CLAUSES
- --   ----------------

4.1  NOTICES

     Unless otherwise provided in this Agreement, any notice provided for under
this Agreement shall be in writing and shall be sufficiently given if delivered
personally, or if transmitted by facsimile with an original signed copy
delivered personally within twenty-four hours thereafter, or mailed by prepaid
registered post addressed to Softec at their respective addresses set forth
below or at such other than current address as is specified by notice.

             To Softec:            Newgate Street
                                   P.O. Box 1589
                                   St. John's, Antigua
                                   West Indies
                                   Attention:  General Counsel
                                   Fax:  (268) 480-1656

             To the Licensee:      Hill & Hill legal offices in St.
                                   John's, Antigua

4.2  ENTIRE AGREEMENT AND SCHEDULES

     The parties agree that this Agreement and its Schedule, if any, constitute
the complete and exclusive statement of the terms and conditions between the
Licensee and Softec covering the performance hereof and cannot be altered,
amended or modified except in writing executed by an authorized representative
of each party. The Licensee further agrees that any terms and conditions of any
purchaser order or other instrument issued by the Licensee in connection with
this Agreement which are in addition or inconsistent with the terms and
conditions of this Agreement shall not be binding on Softec and shall not apply
to this Agreement.

4.3  GOVERNING LAW AND ARBITRATION

     Any dispute in connection with this Agreement shall be settled by
arbitration in accordance with any Arbitration Act agreed upon between the
parties; provided, however, should any dispute arise under this Agreement, the
parties shall endeavor to settle such dispute amicably between themselves. In
the event that the parties fail to agree upon an amicable solution, such dispute
shall be finally determined by arbitration as aforesaid.

4.4  GOOD FAITH

     The parties acknowledge to one another that each respectively intends to
perform its obligations as specified in this Agreement in good faith.

4.5  PARTIES TO ACT REASONABLY

     The parties agree to act reasonably in exercising any discretion, judgment,
approval or extension of time that may be required to effect the purpose and
intent of this Agreement. Whenever the approval or consent of a party is
required under this Agreement, such consent shall not be unreasonably withheld
or delayed.

4.6  GOVERNING LAW

     This agreement and all Schedules shall be governed by and construed in
accordance with the laws of the Country of Antigua, and the Licensee hereby
attorns to the jurisdiction of the courts of Antigua notwithstanding any other
provision expressed or implied in either this agreement or the Schedules.


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<PAGE>


                             NET-FORCE SYSTEMS INC.


4.7  TIME TO BE OF THE ESSENCE

     Time is of the essence.

4.8  NUMBER AND GENDER

     In this Agreement the use of the singular number includes the plural and
vice versa the use of any gender includes all genders, and the word "person"
includes an individual, a trust, a partnership, a body corporate and politic, an
association and any other incorporated or unincorporated organization or entity.

4.9  CAPTIONS

     Captions or descriptive words at the commencement of the various sections
are inserted only for convenience and are in no way to be construed as a part of
this Agreement or as a limitation upon the scope of the particular section to
which they refer.

4.10  NON-ASSIGNABILITY

     This Agreement is personal to the Licensee, except as provided in S. 4.11,
and the Licensee may not assign or transfer any of its rights or obligations
under this Agreement without the prior written consent or Softec.

4.11  BENEFIT

     This Agreement shall ensure to the benefit of and be binding upon the
Licensee, its successors and assigns. The Licensee may delegate the performance
of any of its obligations hereunder to any corporation which controls, is
controlled by or is under common control with the Licensee.

4.12  WAIVER

     No condoning, excusing or waiver by any party hereto of any default, breach
of non-observance by any other party hereto, at any time or times with respect
to any covenants or conditions herein contained, shall operate as a waiver of
that party's rights hereunder with respect to any continuing or subsequent
default, breach or nonobservance, and no waiver shall be inferred from or
implied by any failure to exercise any rights by the party having those rights.

4.13  FURTHER ASSURANCE

     Each of the parties hereto hereby covenants and agrees to execute such
further and other documents and instruments and to do such further and other
things as may be necessary to implement and carry out the intent of this
Agreement.

4.14  CUMULATIVE RIGHTS

     All rights and remedies of Softec are cumulative and are in addition to and
shall not be deemed to exclude any other rights or remedies allowed by law
except as specifically limited hereby. All rights and remedies may be exercised
concurrently.

4.15  PRIOR AGREEMENTS

     Except as specifically provided for herein, this Agreement, including its
Schedules, contains all of the terms agreed upon by the parties with respect to
the subject matter herein and supersedes all prior agreements, arrangements and
understandings with respect thereto, whether oral or written.




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<PAGE>


                             NET-FORCE SYSTEMS INC.


4.16  SEVERABILITY

     If any part of this Agreement is unenforceable because of any rule of law
or public policy, such unenforceable provision shall be severed from this
Agreement, and this severance shall not affect the remainder of this Agreement.

4.17  NO PARTNERSHIP

     Notwithstanding anything in this Agreement, no part of this Agreement, nor
the Agreement as a whole shall be construed as creating a partnership or agency
relationship between the parties. If any part of this Agreement should become
construed as forming a partnership or agency relationship, that part shall be
amended such that no partnership or agency relationship is created, but that
part achieves what it was originally intended to achieve.

4.18  DOLLAR AMOUNTS

     All references to money or specific dollar amounts in this Agreement are in
United States Dollars.

4.19  INTERPRETATION

     In the interpretation of this Agreement or any provision hereof, no
inference shall be drawn in favor of or against any party by virtue of the fact
that one party or its agents may have drafted this Agreement or such provision.

IN WITNESS WHEREOF the parties have executed this Agreement on the date first
written.


SOFTEC SYSTEMS CARIBBEAN INC.


Per: /s/ "Christopher Zacharias"              Per: /s/ "Mark Dohlen"


Name:  Christopher H. Zacharias               Name: Mark N. Dohlen

Title: In House Counsel                       Title: CEO


THE LICENSEE:  NET-FORCE ENTERTAINMENT INC.


Per: /s/ "Terry Bowering"

Name: Terry G. Bowering

Title: President, Director












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                             NET-FORCE SYSTEMS INC.



SCHEDULE A
- ----------

The Licensee agrees to pay Softec monthly fees according to the following:


     THE LICENSEE'S NET MONTHLY                        FEE PAYABLE
     REVENUE (U.S. DOLLARS)

     >  $0.00 but < or = to $500,000                       25%

     > $500,000 but < or = to $1,000,000                   20%

     > $1,000,000 but < or = to $5,000,000                 15%

     > $5,000,000 to $10,000,000                           12.5%

     > $10,000,000 plus                                    10%


     The above table should be read with the following understanding: If the
licensee has a Net Monthly Revenue of $550,000, the fee payable is calculated as
follows:

     25% on the first $500,000       =     $125,000
     20% on the next $50,000         =     $ 10,000
                                           ---------
     For a total fee payable         =     $135,000


























Registration Statement                                                  Page 130
<PAGE>


                             NET-FORCE SYSTEMS INC.



                            SCHEDULE OF MARKET RATES
                            ------------------------


     The Market rates as set out in this schedule and referred to in this
Agreement are subject to change without notice to the Licensee.


3D graphics:---------------------------------    $150.00 per hour

Video editing:-------------------------------    $100.00 per hour

Graphic design:------------------------------     $75.00 per hour

Programming:---------------------------------    $150.00 per hour

Quality Assurance and testing:---------------     $40.00 per hour




































Registration Statement                                                  Page 131
<PAGE>


                             NET-FORCE SYSTEMS INC.



                        SCHEDULE OF MERCHANT NUMBER TERMS
                        ---------------------------------


     o    Monthly processing limit: $100,000
     o    Merchant discount: 5.50%
     o    Rolling reserve: 5% for 180 days if chargeback are less than 5%
     o    25% if chargebacks exceed 5% - but will be subject to review
     o    Transaction fee: $1.60 per transaction applied to both debit and
          credit transactions
     o    Fraud Screen fee: $0.60 per transaction applied to all sales
          transaction regardless of the response, (accept or reject). This
          system is essential to keep the chargeback ratio down.
     o    Settlement: 30 days following the month end (e.g. All September
          transactions will be settled by October 30th 1998)
     o    Chargeback: $25 per chargeback transaction
     o    Payout processing fee is $5.00 per bank draft.

     Softec makes no guarantee as to the availability of the merchant numbers
contemplated in this Schedule. Please refer to section 3.2.2 of this Agreement
for clarification.



































Registration Statement                                                  Page 132
<PAGE>


                             NET-FORCE SYSTEMS INC.


                    AMMENDMENT TO SOFTWARE LICENSE AGREEMENT
           Between Softec Systems Caribbean inc. (now Starnet Systems
 International Inc., "Starnet") and Net Force entertainment Inc. ("Net Force")
                              dated July 31, 1999

WHEREAS Net Force entered into a software license agreement with Starnet dated
July 31, 1999 (the "Software License Agreement");

AND WHEREAS Starnet's Licensed software erroneously prevented Net Force from
accepting certain wagers;

AND WHEREAS Starnet now wishes to compensate Net Force for any inconvenience and
costs caused by Starnet;

AND WHEREAS Net Force wishes to provide Starnet with a release for the purposes
of making a full and final compromise and settlement of all claims against
Starnet;

NOW THEREFORE, in consideration of the mutual covenants set out herein, and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Starnet and Net Force agree as follows;

     1.   Capitalized terms used in this Amendment that are defined in the
          Software License Agreement shall have meaning as ascribed thereto in
          the Software License Agreement.

     2.   Starnet hereby waives any further amounts payable by Net Force under
          section 1.7.1 of the Software License Agreement.

     3.   For a period of twelve months, commencing September 1, 2000, Starnet
          will reduce the monthly fee payable by Net Force under section 1.7.2
          of the Software License Agreement so that the maximum monthly fee for
          Net Monthly Revenues below $1,000,000 will be fifteen (15%).

     4.   Starnet hereby waives the provisions of section 1.7.3 of the Software
          License Agreement.

     5.   Starnet hereby waives any further fees payable to Starnet by Net Force
          for its initial Virtual Casino License, issued by the Antiguan Free
          Trade Zone, which expires on April 6, 2001.

     6.   All other provisions, of the Software License Agreement shall remain
          in full force and effect.

     7.   Net Force, its officers, directors, employees, agents, successors,
          predecessors, affiliates and assigns, (herein collectively referred to
          as the ("Net Force Group") hereby release Starnet and its officers,
          directors, employees, agents, successors, predecessors, affiliates and
          assigns, (herein collectively referred to as the ("Starnet Group") of
          and from any and all actions causes of action, demands and damages
          relating to the Licensed Software, howsoever arising, which the Net
          Force Group presently has or at any time can, shall or may have
          against the Starnet Group.

     8.   Starnet and Net Force will hold the terms of this Amendment and of the
          release contained herein strictly confidential and will not disclose
          the same to any person or entity whatsoever, except to its legal or
          financial advisors or as required by law.

AGREED TO THIS 6TH DAY OF SEPTEMEBER 2000

/s/ Meldon Ellis
- --------------------------------------
Meldon Ellis
Starnet Systems International Inc.

/s/  Terry Bowering
- --------------------------------------
Terry Bowering
Net Force Entertainment Inc.


Registration Statement                                                  Page 133



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>9
<FILENAME>netgaminglicense.txt
<DESCRIPTION>NET FORCE 20-F/A, GAMING LICENSE
<TEXT>


                             NET-FORCE SYSTEMS INC.





License # 0310A


                    [FREE TRADE & PROCESSING ZONE LOGO HERE]
                               ANTIGUA AND BARBUDA
                          FREE TRADE & PROCESSING ZONE
                    CERTIFICATE AUTHORIZING THE ESTABLISHMENT
                        AND OPERATION OF BUSINESS IN THE
                          FREE TRADE & PROCESSING ZONE

Pursuant to Section 11 of the Free Trade & Processing Zone Act No. 12 of
1994, the Commission certifies that:

NET FORCE ENTERTAINMENT INC.
- ----------------------------
(Name of Business)

which was incorporated under the laws of Antigua & Barbuda on the 5th day of
August 1999, is licensed and authorized to establish and operate

An Offshore Virtual Casino Wagering and Sportsbook Wagering business
- --------------------------------------------------------------------
(Type of Business)

for the period April 7, 2001 to April 6, 2002.
within the Free Trade & Processing Zone in Antigua.


                                /s/ "Vere Murphy"
                                -------------------------
                                    Commissioner


                                /s/ "Charles Fernandez"
                                -------------------------
                                    Chairman


Dated this 7th day of April 2001 In Antigua and Barbuda License fee remains the
same for a period of five (5) years.













Registration Statement                                                  Page 134
<PAGE>


                             NET-FORCE SYSTEMS INC.



                             [GOVERNMENT LOGO HERE]
                        GOVERNMENT OF ANTIGUA AND BARBUDA



Director of Offshore Gaming
Expediter of International Investment

Office of the Prime Minister
Queen Elizabeth Highway,
ST. JOHN'S, ANTIGUA, W.I.

Tel: (268)-462-0773/462-4956
E-mail: mcallisterg@candw.ag



August 5, 1999

Mr. Terence Bowering
President, Manager Director
Net Force Entertainment Inc.
P.O. Box W-645,
St, John's. Antigua


Dear Mr. Bowering,


This letter serves as notification of the approval of the application for
Virtual Casino/Sports Wagering License for Net Force Entertainment Inc., a
company duly incorporated under the laws of Antigua and Barbuda. Your office
will be notified when the License Certificate is available.


I remain,


/s/ "Gyneth A. McAllister"
- ---------------------------
Mrs. Gyneth A. McAllister

















Registration Statement                                                  Page 135
<PAGE>


                             NET-FORCE SYSTEMS INC.




License #0138A

                    [FREE TRADE & PROCESSING ZONE LOGO HERE]
                               ANTIGUA AND BARBUDA
                          FREE TRADE & PROCESSING ZONE
                    CERTIFICATE AUTHORIZING THE ESTABLISHMENT
                        AND OPERATION OF BUSINESS IN THE
                          FREE TRADE & PROCESSING ZONE

    Pursuant to Section 11 of the Free Trade & Processing Zone Act No. 12 of
       1994, the Commission certifies that: NET FORCE ENTERTAINMENT INC.
       -----------------------------------------------------------------
                               (Name of Business)

which was incorporated under the laws of Antigua & Barbuda on the 5th day of
August 1999, is licensed and authorized to establish and operate

      An Offshore Virtual Casino Wagering and Sportsbook Wagering business
      --------------------------------------------------------------------
                               (Type of Business)
for the period August 5, 1999 to August 4, 2000.
within the Free Trade & Processing Zone in Antigua.


                                        /s/  "Vere Murphy"
                                           -------------------------
                                             Commissioner


                                        /s/  "Charles Fernandez"
                                           -------------------------
                                             Chairman

                                    Dated this 1st day of September 1999

                                    In Antigua and Barbuda

                                    License fee remains the same for a period
                                    of five (5) years.










Registration Statement                                                  Page 136



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.3
<SEQUENCE>10
<FILENAME>netsoftmarklicagree.txt
<DESCRIPTION>NET FORCE 20-F/A, SOFT & MARKET LICENCE AGREE
<TEXT>


                             NET-FORCE SYSTEMS INC.


Draft dated:   [insert month here], [day], [year]


                    SOFTWARE AND MARKETING LICENSE AGREEMENT


Agreement dated oo.

Between:

          Netforce Entertainment Inc.
          with registered offices at
          P.O. Box 1301, 60 Nevis St.
          St. John's, Antigua, W.I.
          ("Licensor")

          and

          o        o
          o  o  [insert address]
          o  o
          ("Licensee")


Whereas:

A.   Licensor licenses the casino software;

B.   Licensee  wishes to the market and promote  wagering on Games on the Casino
     by prospective customers utilizing software licensed from the Licensor;

C.   Licensor  has  agreed to license  the  casino  software  to  Licensee  in a
     non-exclusive   agreement,  in  accordance  with  the  provisions  of  this
     Agreement;

NOW THEREFORE,  in consideration of the premises and mutual covenants herein set
forth, the parties agree as follows:

1.   Definitions

(a)  "Casino" the Internet gaming software offered for licensing by Licensor;

(b)  "Royalty" has the meaning attributed thereto in section 6(a);

(c)  "Confidential  Information" means any information  concerning the property,
     business  or  affairs  of  Licensor  including,   without  limitation,  all
     information   relating  to  existing  and  potential  customers  (including
     Customer  Information),   suppliers,  markets,  marketing  and  advertising
     arrangements, contracts, products, financial information, technology, trade
     secrets, formulae,  applications,  methodologies and know-how,  relating to
     any part of the Licensor's  business,  whether  reduced to written form, or

Registration Statement                                                  Page 137
<PAGE>


                             NET-FORCE SYSTEMS INC.


     ascertained  by inspection or verbal  communication  or  demonstration,  or
     otherwise made available,  but excluding information which was known to the
     Licensee  prior to the time of disclosure  thereof,  information  which was
     generally  available  to the  public or was  otherwise  part of the  public
     domain at the time of disclosure;  or information  which becomes  generally
     available  to the  public or  otherwise  part of the  public  domain  after
     disclosure, other than through any act or omission of the Licensee.

(d)  "Customer  Information"  shall mean all data collected or stored respecting
     Licensor's  customers  including,  without  limiting the  generality of the
     foregoing, name, address, phone and fax number, e-mail address, credit card
     numbers and  expiration  dates or  information  on other types of payments,
     amounts wagered and frequency of wagering;

(e)  "Downloadable Software" shall mean the portion of the Software that must be
     resident on a  customer's  computer in order for the customer to access the
     Casino and play the Games;

(f)  "Games" shall mean the casino style games, sportsbook, lottery, pari-mutuel
     and other games that are played on the Casino using the Software.

(g)  "Master  CD"  shall  mean the  compact  disc  containing  the  Downloadable
     Software that may be used to mass-produce compact discs for delivery to the
     Operator's customers.

(h)  "Net Monthly Revenue" shall mean, with respect to Licensee's Customers, for
     any given calendar month:

     the total of:

     (i)       the total amount wagered on Games in the Casino, less winnings on
               Games;

     (ii)      membership  or other fees that may be charged to customers by the
               Operator   that  are  not  related  to  currency   conversion  or
               transaction processing;

     less the total of:

     (iii)     all taxes,  fees or other  amounts  imposed by any  government or
               regulatory body;

     (iv)      any bonus amount or  complementary  amount credited to Licensee's
               Customers.

     but shall not  include  any tax  credits or other  concessions  received by
     Operator.

(i)  "Licensee's  Customers"  those customers of the Licensee who make wagers on
     Games on an account opened by Licensee;

(j)  "Software"  shall  mean  the  computer  programs  and  system  that  enable
     customers  to access  the  Casino,  play the  Games and make  wagers on the
     Casino, and without limitation includes the Downloadable  Software and Java
     applets that are used to play the Games.

2.   Grant of Software and Marketing License

(a)  Licensor  grants a  non-exclusive  non-transferable  right and  license  to
     Licensee to market and promote wagering on Games on the Casino to customers
     throughout  the world  (subject  to section  5(e)) in  accordance  with the
     provisions  of this  Agreement.  Licensee  acknowledges  that Licensor will
     continue to directly market and promote the wagering on Games on the Casino
     software to  prospective  customers and that it will continue to enter into
     licensing and other  arrangements  with third parties to market and promote
     the wagering on Games on the Casino, during the term of this Agreement.

(b)  Licensor grants to Licensee the non-exclusive,  non-transferable  right and
     license to  distribute  to Licensee's  Customers,  in  accordance  with the
     provisions  of this  Agreement,  any  part of the  Software  that  Licensor
     designates  and  provides  to Licensee  for that  purposes,  including  the
     Downloadable  Software  and Java  applets  and  graphical  artwork  or text
     designated for use by Licensee.  Licensee shall not under any circumstances
     modify in any way, reverse engineer,  disassemble,  decompile, or otherwise
     attempt to render source code from the Software or  Downloadable  Software,
     or to reproduce or  distribute  the  Software or  Downloadable  Software in
     source code format.  Licensee  acknowledges  and agrees that part or all of
     the  Software  and  Downloadable  Software is the  proprietary  property of


Registration Statement                                                  Page 138
<PAGE>


                             NET-FORCE SYSTEMS INC.




     Licensor or others that have licensed its use to Licensor, that it embodies
     substantial  creative  rights,  confidential  and proprietary  information,
     copyrights,  trademarks  and trade  secrets,  all of which shall remain the
     exclusive  property  of  Licensor,   such  party  and/or  their  respective
     licensors.  Licensee  agrees to include such  proprietary  rights  notices,
     markings or legends on any advertisements or promotional  materials for the
     Software or Downloadable Software as Licensor shall reasonably specify from
     time to time.

3.   Fees Payable by Licensee

(a)  Licensee shall pay a one-time non-refundable license fee to Licensor in the
     amount of $oo US, upon the signing of this Agreement by Licensor.

(b)  Licensee shall pay a monthly standby fee ("Standby Fee") to Licensor in the
     amount of $oo US during  the term of this  Agreement,  payable on the first
     day of each  calendar  month,  commencing  with the second  calendar  month
     following  the  calendar  month during which the first wager is made on the
     Casino by one of  Licensee's  Customers.  The Standby Fee shall be prorated
     for any period,  which is less than a complete  calendar  month. If the Net
     Monthly  revenue for a calendar month exceeds $oo US,  Licensor will refund
     the Standby Fee paid by Licensee to Licensor in respect of such month.  The
     refund shall be paid at the same time as the  Commission  for such month is
     paid, pursuant to section 6.

4.   Presentation of Casino Software by Licensor

(a)  Licensor will, at its own expense,  offer the Games and the Casino software
     in the manner that it determines is  appropriate,  in its sole  discretion,
     having  regard  to  the  requirements  imposed  by any  software  licensing
     requirements,  the terms of any license issued by a governmental  authority
     or  any  governmental  requirements,  and  any  legal  requirements  in any
     relevant  jurisdiction  applicable to operation of the Games, the Casino or
     to  customers  wagering on Games on the Casino.  Licensor  will in its sole
     discretion determine, without notice to Licensee:

     (i)       the configuration and graphical interface of the Casino and which
               Games will be available on the Casino; and

     (ii)      the   transaction   processing,   banking  and  other   operating
               arrangements  for the operation of Casino and  transactions  with
               customers and Licensee;

     Licensor will provide  reasonable notice and information to Licensee of any
     resulting  change in operation  of the Casino;  it is  understood  that the
     timing thereof will depend on the circumstances. Licensee acknowledges that
     certain  aspects  of the  operation  of the Casino and of the Games will be
     determined by  governmental  authorities,  Licensor or pursuant to software
     license requirements, including the odds for the Games.

(b)  Licensor will at its own expense  provide to Licensee a copy of the current
     version  of the  Downloadable  Software  in the form of a single  copy of a
     version of the Master CD and may also  provide  access to Java  applets for
     use by Licensee's  Customers on Licensee's  website.  Licensor will arrange
     for the Games to be  operated  so that  customers  wagering on Games on the
     Casino on an account  opened by Licensee can be  identified  as  Licensee's
     Customers. Licensor will also provide to Licensee a copy of any revision or
     upgrade of the  Downloadable  Software or Java applet,  subject to Licensee
     reimbursing  Licensor for any fee or charge  directly  related to Licensee,
     imposed on Licensor for doing so. Licensee  acknowledges that other parties
     or Licensor may own the Software and that  Licensee  will acquire no rights
     in the  Software  pursuant  to  this  Agreement  or  otherwise,  except  as
     expressly provided in this Agreement.

(c)  Licensor will arrange for Licensee to have access to the database and other
     information concerning Licensee's Customers. All Customer Information shall
     be the  property  of  Licensor  and  Licensee  will be entitled to use such
     information only in accordance with this Agreement.

(d)  Licensee acknowledges that there could be interruptions in the operation of
     the Casino.  Notwithstanding anything in this Agreement, Licensor shall not
     be  responsible  or liable  for any loss of income  or loss of  ability  to

Registration Statement                                                  Page 139
<PAGE>


                             NET-FORCE SYSTEMS INC.





     produce income,  on the part of Licensee,  arising from any interruption of
     operation of or access to the Casino,  for any reason  whatsoever,  whether
     Licensor or a third party is at fault.

5.   Obligations of the Licensee

(a)  Licensee  will,  at its own  expense,  use its best  efforts  to market and
     promote prospective customers to open an account with the licensee's casino
     web-site  and make wagers on Games on the Casino,  in  accordance  with the
     provisions of this Agreement.

(b)  Licensee will, at its own expense, implement and maintain a website(s), and
     all uniform resource  locators  related thereto,  to promote and market the
     Games and Casino,  to provide a method for a prospective  customer to apply
     to open an account with the Licensee and to provide a method for a customer
     to download from Licensee's web-site the part of the Software that Operator
     designates and provides to Licensee for that purposes,  pursuant to section
     2(b). Licensee shall remove from each website operated by Licensee any part
     of the Software (including Java applets) as directed by Licensor.

(c)  Licensee will be solely responsible for its website(s) and for the material
     appearing on them. Licensee represents and warrants that it will not use on
     the  website(s) or otherwise use in its  operations  any material  which is
     libelous,  unlawful or otherwise  unsuitable.  Unsuitable material includes
     but is not limited to material  which target persons under 18 years of age,
     displays  child  pornography  or other  illegal  acts,  promotes  violence,
     promotes   discrimination  based  on  race,  sex,  religion,   nationality,
     disability,   sexual  orientation  or  age,  promotes  illegal  activities,
     constitutes   false   advertising   or  violates  or  infringes   upon  the
     intellectual property rights of others.

(d)  Licensee  shall  ensure  that such  website(s),  any  promotional  material
     distributed  by  Licensee  in  electronic  or  other  form  and any  banner
     advertising,  web links or other  arrangements  made by Licensee to promote
     the  Games and  Casino  will  comply  with all of  Licensor's  requirements
     including  displaying  any statement  required by Licensor  concerning  the
     Software,  the proprietary  rights of Licensor or other parties therein and
     any  use of the  names  of  Licensor  or  other  parties.  The  application
     information  for a  prospective  customer  shall  meet  all  of  Licensor's
     requirements.  Licensee  shall  display  on the web  sites  the  Terms  and
     Conditions  of  Play  that  are  required  by  Licensor.  All  advertising,
     marketing  and  promotion  used by License and the content of each web site
     shall,  at the option of  Licensor,  be revised or  modified as directed by
     Licensor.

(e)  Licensee  will, at its own expense,  reproduce and distribute to Licensee's
     Customers duplicate copies of each Master CD (and updates thereof) provided
     by Licensor to Licensee.  Licensee  shall ensure that the packaging for the
     copies of the Master CD, as well as any logo imprinted on the compact disk,
     shall  display  all  proprietary  rights  symbols  such  as  copyright  and
     trademark, as required by Licensor.

(f)  Licensor   acknowledges  that  governmental   authorities   impose  certain
     conditions  on the  operation  of the Games and  Casino  and the use of the
     Software. Licensor may adopt reasonable policies or requirements concerning
     the marketing and promotion of the Games and Casino,  the  acceptance of or
     dealing with customers, and other aspects of the operation of the Games and
     Casino.   Licensee  will  conduct  itself  and  its  operations  in  strict
     compliance  with all such policies or  requirements  of Licensor.  Licensee
     will conduct all aspects of its  operations in strict  compliance  with all
     applicable laws of all relevant jurisdictions.  Licensor may adopt policies
     that it will not allow  Licensee to accept wagers from any person  resident
     in  specific  countries  and to prevent  persons  from using the  Software,
     Games, or the Casino as a  money-laundering  vehicle.  Licensee will comply
     with such policies.

(g)  Licensee will conduct its business as an  independent  contractor  and will
     enter into all  arrangements  for the  purchase  of goods and  services  in
     connection with its business operations in its own name and not in the name
     of or on behalf of Licensor. Licensee will upon request by Licensor provide
     full particulars of each commitment or arrangement made by Licensee for the
     purchase  of  goods  or  services,   including   arrangements   for  banner
     advertising,   web  linking   arrangements  or  other  Internet   marketing
     arrangements.  Licensee will provide evidence satisfactory to Licensor that
     Licensee has satisfied all of its liabilities therefor. If Licensor, acting
     reasonably, determines that Licensee has been delinquent in satisfying such
     obligations  and that may  prejudice  the Licensor or the  operation or the

Registration Statement                                                  Page 140
<PAGE>


                             NET-FORCE SYSTEMS INC.




     Casino, then Licensor may, after providing notice to licensee and providing
     that  Licensee  does not submit  evidence of payment to Licensor  within 48
     hours,  make payments of any  liabilities of Licensee to third parties,  on
     behalf of Licensee,  and may deduct from any amount  payable by Licensor to
     Licensee  the amount of such  payments,  plus a  reasonable  administrative
     processing charge therefor.

(h)  Licensee may enter into "reseller"  arrangements pursuant to which Licensee
     may share with a third  party  ("Reseller")  a portion  of the  Commission,
     subject  to the  approval  of  Licensor,  which  shall not be  unreasonably
     withheld.  Licensee  will  prevent each  Reseller  from  entering  into any
     similar  arrangement with another party,  pursuant to which Reseller shares
     any revenue  arising from the Commission  with another party.  Licensee may
     enter into  arrangements with Resellers for the referral of other Resellers
     provided that Licensor approves such arrangements.

(i)  Licensee  will  indemnify  and  save  harmless   Licensor,   its  officers,
     directors, employees and contractors from all liabilities, losses, expenses
     or claims, including legal fees, arising from the operations of Licensee or
     from any breach by Licensee of any obligation to Licensor.

(j)  Licensor  will not be liable to  Licensee  for any  indirect,  special,  or
     consequential damages,  including lost profits,  whether based upon a claim
     or action of contract, warranty, negligence, or other tort or breach of any
     statutory duty, indemnity or contribution, or otherwise arising out of this
     Agreement,  the  playing  of or  wagering  on the  Games  or the use of the
     Casino,  or any act or  omission  relating  to the  Games or  Casino or the
     marketing and promotion thereof.

(k)  Licensee  shall pay to Licensor all expenses  incurred by Licensor that are
     attributable to Licensee's Customers including:

     (i)       royalty or other payments to third parties in connection with the
               use of Software;

     (ii)      fees for processing of payments for Licensee's Customers;

     (iii)     a reasonable  charge for customer  service provided to Licensee's
               Customers; and

     (iv)      a reasonable  charge for other  expenses  arising  from  services
               provided  to  Licensee's   Customers   including   telephone  and
               telecommunication expenses.

     Licensee  acknowledges  that Licensor may arrange for telephone numbers and
     accounts for customer  support access by Licensee's  Customers and Licensee
     shall pay that all expenses  incurred by Licensor in connection  therewith.
     Such  telephone  numbers and accounts and accounts shall be the property of
     Licensor and Licensor may make use thereof  following  termination  of this
     Agreement.  Any tax credits or similar  concessions in connection with such
     accounts shall not be part of Net Monthly Revenue.

(l)  The  Licensee  shall be  responsible  for  obtaining  and  maintaining  all
     necessary  licenses for the operation of an Internet Gaming business in the
     jurisdiction in which the Licensee chooses to operate.

6.   Payment of Royalty

(a)  Licensee  will pay a Royalty  ("Royalty")  to  Licensor  for the use of the
     casino software,  based on the Net Monthly Revenue of the Casino,  for each
     calendar  month,  attributable  to wagers made on the Casino by  Licensee's
     Customers, computed in accordance with Schedule A.

(b)  The  Royalty for a  particular  month will be payable no later than 31 days
     following the end of such month.  Licensor will provide a statement showing
     the computation of the Royalty.




Registration Statement                                                  Page 141
<PAGE>


                             NET-FORCE SYSTEMS INC.




7.   Term and Termination

(a)  The term of this Agreement commenced effective on [             ] and shall
     continue  in  effect  until [          ]. The term  shall be  automatically
     renewed  indefinitely  for one year periods  unless  Licensee gives written
     notice to Licensor of termination of this Agreement, at least 90 days prior
     to the end of any period.  Licensor may terminate  this Agreement by giving
     written  notice to Licensee at least [90 days]  months  prior to the end of
     any term. Provided,  however, Licensor shall not give notice of termination
     in the first term of this Agreement.

(b)  Notwithstanding  any other provision of this Agreement this Agreement shall
     at the option of Licensor  terminate upon the  termination of any agreement
     for the use by Licensor of the Software.

(c)  Licensor may terminate  this Agreement at any time upon five days notice if
     the  Licensee  is more than 15 days in arrears in paying the Standby Fee or
     is in arrears in paying any third  party  supplier  of goods or  services a
     material  amount.  Licensee shall be allowed to cure such breach during the
     notice period.  For purposes of this section, a material amount shall be an
     amount in excess of $5,000 US.

(d)  Licensor may  terminate  this  Agreement at any time upon 15 days notice if
     the Licensee  becomes  bankrupt or insolvent or ceases carrying on business
     for any reason.

(e)  Licensor may terminate  this Agreement at any time upon five days notice if
     Licensee  conducts  its  operations  in a manner  which in the  opinion  of
     Licensor,  acting  reasonably,  would  result  in  the  termination  of any
     agreement  concerning  the  Software,  the loss of any license  issued by a
     governmental  body  concerning  the  wagering on Games or  operation of the
     Casino,  or  otherwise  materially  prejudices  or impairs  the  conduct by
     Licensor of its operations or business.

(f)  Upon termination of this Agreement:

     (i)       Licensee  shall  immediately  return to  Licensor  any and all of
               materials  (including  Software,  Downloadable  Software and Java
               applets in all forms,  graphical  or text  elements  provided  by
               Licensor  and all media  containing  same,) in which  Licensor or
               other  party  has  any  rights,  that  are in the  possession  of
               Licensee, his agents, and employees;

     (ii)      Representative will remove all banners and text links;

     (iii)     All rights and licenses  granted to Licensee under this Agreement
               shall terminate.

(g)  Upon  termination of this  agreement  Licensor shall pay all amounts due to
     Licensee  within  90 days of  termination  of  this  agreement  (or as soon
     thereafter as practical  having  regard to paragraph 6) and Licensee  shall
     pay  Licensor  any amounts due to Licensor  prior to payment of any balance
     due by Licensor.

8.   Licensee's Relationship with Customers and Employees/Contractors

(a)  Licensee  will not  during the term of this  Agreement  and  following  the
     termination of this  Agreement  directly or indirectly  solicit,  interfere
     with or  endeavor to direct or entice away from  Licensor  any  customer of
     Licensor,  including the Licensee's  Customers.  This  provision  shall not
     apply to any dealing by Licensee  with  Licensee's  Customers in connection
     with accounts with Licensor opened by Licensee,  provided that Licensee has
     not in any manner used Confidential Information in connection therewith and
     otherwise complies with all of the provisions of this Agreement.

(b)  Licensee will not during the term of this Agreement and for a period of two
     (2) years  following the  termination  of this  Agreement  interfere  with,
     entice away, or otherwise  attempt to obtain the withdrawal of any employee
     or independent contractor of Licensor.



Registration Statement                                                  Page 142
<PAGE>


                             NET-FORCE SYSTEMS INC.




9.   Licensor's Relationship with Customers and Employees/Contractors

Licensor will not during the term of this Agreement:

(a)  use any of the database or other information  provided by Licensee pursuant
     to this Agreement concerning Licensee's  Customers,  referred to in section
     4(c),  to directly or  indirectly  solicit,  interfere  with or endeavor to
     direct or entice away from Licensee, Licensee's Customers;

(b)  interfere with,  entice away or otherwise  attempt to obtain the withdrawal
     of any employee or independent contractor of the Licensee.

10.  Regulatory Issues

(a)  The Licensee  warranties  to the Licensor  that it will, to the best of its
     abilities, conduct its Internet Gaming business in legal jurisdictions. The
     Licensee   acknowledges   that  Netforce   Entertainment   Inc.   bears  no
     responsibility  nor  provides  any  specific  direction,  consultation,  or
     interpretation  as to what specific  jurisdictions or target markets may be
     considered legal or otherwise for Internet Gaming operators.

(b)  The  licensee   shall  be  solely   responsible   for   determining   which
     jurisdictions they choose to market to and from where wagers are received.

(c)  The Licensee shall be solely  responsible  for  determining the legality of
     accepting wagers from whichever  jurisdictions they choose to market to and
     from where wagers are received.

(d)  The Licensee  shall  indemnify  Netforce  Entertainment  Inc. for any legal
     costs and fines that arise from any legal  action  taken by a  governmental
     agency or authority as a result of the Licensee  choosing to accept  wagers
     from any jurisdiction  that determines or has determined,  or may determine
     in the future, that Internet wagering is illegal.

11.  Confidentiality

(a)  Licensee  shall  not  disclose,   publish,   or  disseminate   Confidential
     Information or to anyone and Licensee agrees to take reasonable precautions
     to prevent any  unauthorized  use,  disclosure,  publication,  access to or
     dissemination thereof.  Licensee agrees not to use Confidential Information
     for its own or any third party's benefit without the prior written approval
     of an authorized representative of the Licensor in each instance.

(b)  Licensee  shall not disclose the terms or contents of this Agreement to any
     third  party.  Notwithstanding  the  foregoing,   Licensee  may  make  such
     disclosure  to its  professional  advisors,  who are bound to maintain  the
     confidentiality thereof, or as required by applicable law, provided that it
     provides   notice  to  Licensor  of  the  particulars   thereof.   Licensee
     acknowledges  that  disclosure  of the terms of Agreement to third  parties
     would cause considerable  damage to Licensor with respect to the present or
     future dealings it has or may have with any other parties with which it has
     or proposes to have a business  relationship  concerning  the  marketing or
     promotion of the Casino.  Accordingly,  if Licensee breaches the provisions
     of this section,  Licensor  shall be entitled to terminate  this  Agreement
     forthwith upon notice to Licensee.

12.  Notices

Unless otherwise provided in Agreement,  any notice provided for under Agreement
shall be in writing and shall be sufficiently given if delivered by courier,  if
transmitted  by  facsimile  with  an  original  signed  copy  delivered   within
twenty-four hours thereafter,  or mailed by prepaid registered post addressed to
Licensor or Licensee at their  respective  addresses  set forth below or at such
other than current address as is specified by notice.

          To Licensor:          Suite #10, Woods Centre, P.O. Box W-645
                                St John's, Antigua, WI
                                Fax:     268.481.1999
                                Copy by E-Mail (for information purposes only):
                                netforce@candw.ag


Registration Statement                                                  Page 143
<PAGE>


                             NET-FORCE SYSTEMS INC.




          To Licensee:          o o o
                                Fax:     o o o
                                Copy by E-Mail (for information purposes only):
                                o o o

Notice  shall be  deemed to be  effective  upon  delivery,  if  delivered,  upon
facsimile  transmission  if  transmitted  by  facsimile,  or five  business days
following mailing, if mailed.

13.  Entire Agreement and Schedule

The parties agree that  Agreement and its Schedule  constitute  the complete and
exclusive statement of the terms and conditions between the parties covering the
performance hereof and cannot be altered,  amended or modified except in writing
executed by an authorized representative of each party.

14.  Arbitration

All disputes  arising in connection with this Agreement shall be finally settled
under the Rules of Conciliation and Arbitration of the International  Chamber of
Commerce by a single arbitrator appointed in accordance with such rules, and the
place of arbitration shall be St. John's,  Antigua, West Indies, or as otherwise
agreed by the parties.  Provided,  however,  should any dispute arise under this
Agreement,  the parties shall endeavor to settle such dispute  amicably  between
them.  In the event that the parties  fail to agree upon an  amicable  solution,
such dispute shall be determined by arbitration as aforesaid.

15.  Parties to Act Reasonably

The parties  agree to act  reasonably in exercising  any  discretion,  judgment,
approval  or  extension  of time that may be  required to effect the purpose and
intent of  Agreement.  Whenever  the  approval or consent of a party is required
under Agreement, such consent shall not be unreasonably withheld or delayed.

16.  Time to be of the Essence

Time is of the essence.

17.  Number and Gender

In this  Agreement the use of the singular  number  includes the plural and vice
versa the use of any gender includes all genders, and the word "person" includes
an  individual,  a trust,  a  partnership,  a body  corporate  and  politic,  an
association and any other incorporated or unincorporated organization or entity.

18.  Captions

Captions or descriptive  words at the  commencement of the various  sections are
inserted  only for  convenience  and are in no way to be  construed as a part of
Agreement or as a limitation  upon the scope of the particular  section to which
they refer.

19.  Non-assignability

This  Agreement  is personal to the  Licensee and the Licensee may not assign or
transfer  any of its rights or  obligations  under  Agreement  without the prior
written consent of Licensor.




Registration Statement                                                  Page 144
<PAGE>


                             NET-FORCE SYSTEMS INC.




20.  Benefit

This Agreement shall enure to the benefit of and be binding upon the parties and
their respective successors and permitted assigns.

21.  Waiver

No condoning,  excusing or waiver by any party hereto of any default,  breach of
non-observance  by any other party hereto,  at any time or times with respect to
any covenants or conditions herein contained,  shall operate as a waiver of that
party's rights  hereunder with respect to any continuing or subsequent  default,
breach or nonobservance,  and no waiver shall be inferred from or implied by any
failure to exercise any rights by the party having those rights.

22.  Further Assurances

Each of the parties  hereto hereby  covenants and agrees to execute such further
and other  documents and  instruments and to do such further and other things as
may be necessary to implement and carry out the intent of Agreement.

23.  Cumulative Rights

All rights and  remedies of Licensor are  cumulative  and are in addition to and
shall not be deemed to  exclude  any other  rights or  remedies  allowed  by law
except as specifically  limited hereby. All rights and remedies may be exercised
concurrently.

24.  Prior Agreements

This Agreement,  including its Schedules,  contains all of the terms agreed upon
by the parties  with respect to the subject  matter  herein and  supersedes  all
prior agreements,  arrangements and understandings with respect thereto, whether
oral or written.

25.  Severability

If any part of Agreement is  unenforceable  because of any rule of law or public
policy, such unenforceable  provision shall be severed from Agreement,  and this
severance shall not affect the remainder of the Agreement.

26.  No Partnership

Notwithstanding  anything in this Agreement, no part of this Agreement,  nor the
Agreement  as a whole shall be  construed  as creating a  partnership  or agency
relationship  between the parties.  If any part of this Agreement  should become
construed as forming a partnership  or agency  relationship,  that part shall be
amended such that no partnership or agency  relationship  is created,  but, that
part achieves what it was originally intended to achieve.

27.  Dollar Amounts

All references to money or specific dollar amounts in this Agreement are in
United States Dollars.

28.  Interpretation

In the  interpretation  of this Agreement or any provision  hereof, no inference
shall be drawn in favor of or  against  any party by virtue of the fact that one
party or its agents may have drafted this Agreement or such provision.






Registration Statement                                                  Page 145
<PAGE>


                             NET-FORCE SYSTEMS INC.




In witness whereof the parties have executed Agreement.


                                                Netforce Entertainment Inc.

                                                Per:


                                                --------------------------------
                                                President



Witness                                         [                           ]





                                                [Licensee                   ]

                                                Per:


                                                --------------------------------
                                                [Title                      ]



Witness                                         [                           ]


































Registration Statement                                                  Page 146
<PAGE>


                             NET-FORCE SYSTEMS INC.




                                   SCHEDULE A

Licensee will pay the Royalty to Licensor,  based on the Net Monthly  Revenue of
the Licensee's Casino,  for each calendar month,  attributable to wagers made on
the Casino by Licensee's Customers as follows:


  Net Monthly Revenue of Licensee's Customers       Royalty Payable To Licensor
                                                    as % of Net Monthly Revenue
                                                      of Licensee's Customers
- -----------------------------------------------     ----------------------------
0 to $500,000                                                 40%
$500,001 to $1,000,000                                        35%
$1,000,001 to $5,000,000                                      30%
$5,000,001 to $10,000,000                                     27.5%
In excess of $10,000,000                                      25%


The  following  transaction  costs and fees will be  payable by  Licensee.  Such
costs,  fees and the  following  reserve will be in addition to monthly  royalty
fees paid by Licensee:

<TABLE>
<CAPTION>
Expenses incurred by           Pursuant to section 5(j)
Operator that are
attributable to Licensee's
Customers
- --------------------------     -----------------------------------------------------------
<S>                            <C>
Merchant costs:                Discount rate 6.0%
Reserve (on a rolling
basis):                        10% if chargebacks are less than 5% of Commission
                               25% for 180 days if chargebacks exceed 5% of Commission
Transaction fee:               $1.60 per transaction applied to both debit and credit
                               transactions
Alternative Processors         Determined at the discretion of Netforce Entertainment Inc.
Chargeback:                    $25.00 per chargeback transaction
Payout processing fee:         $5.00 per payout
</TABLE>

The above costs and fees are subject to change, based on market rates.






















Registration Statement                                                  Page 147


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.4
<SEQUENCE>11
<FILENAME>netpartnersagree.txt
<DESCRIPTION>NET FORCE 20-F/A, PARTNERS AGREEMENT
<TEXT>


                             NET-FORCE SYSTEMS INC.



Antigua Online Gaming Wagering and Gaming Reseller Agreement


THIS AGREEMENT (the "Agreement") is entered into by and between Antigua Online
Gaming and the Reseller.


RECITALS
- --------

A.   Antigua Online Gaming is in the business of producing, marketing and
     promoting on-line casino, sports book and lotteries entertainment Services
     which are accessed through the use of a personal computer, modem and/or
     direct Internet access.

B.   Reseller undertakes to have Antigua Online Gaming produce a gaming web site
     service for the Reseller web site (the "Service"), and Reseller desires to
     market and promote the Service. This Service will be advertised, marketed
     and promoted under the name "Antigua Online Gaming".

C.   Reseller desires to obtain from Antigua Online Gaming, and Antigua Online
     Gaming agrees to grant Reseller the nonexclusive right and license to
     advertise, market and promote the Service, in accordance with the following
     terms and conditions.


TERMS AND CONDITIONS
- --------------------
1.
     Grant of Promotion and Distribution License.

     1.1

     Antigua Online Gaming grants to Reseller the non-exclusive,
     non-transferable right and license to advertise, market and promote the
     Service, in accordance with the terms and conditions hereof.

     1.2

     Antigua Online Gaming grants to Reseller the non-exclusive,
     non-transferable right and license to distribute to Reseller customers, in
     accordance with the terms and conditions herein, the specialized casino and
     gaming "Software" (the "Software") which enables access to the Service.
     Reseller shall not under any circumstances reverse engineer, disassemble,
     decompile, or otherwise attempt to render source code from the "Software",
     or to reproduce or distribute the "Software" in source code format.
     Reseller acknowledges and agrees that the "Software" is the proprietary
     property of Antigua Online Gaming, and that it embodies substantial
     creative rights, confidential and proprietary information, copyrights,
     trademarks and trade secrets, all of which shall remain the exclusive
     property of Antigua Online Gaming and/or its licensors. Reseller agrees to
     include such proprietary rights notices, markings or legends on any
     advertisements or promotional materials for the "Software" as Antigua
     Online Gaming shall reasonably specify from time to time. The notice shall
     be as small as possible while still remaining legible to the average
     viewer.

     1.3

     All other rights and licenses not expressly granted to Reseller herein are
     reserved by Antigua Online Gaming.

     1.4

     No payment will be made to reseller for customers who utilize Antigua
     Online Gaming's Play for Fun Services.


2.
     Obligations of Antigua Online Gaming.

     2.1

     Antigua Online Gaming will provide access to; (a) casino style games (b)
     sports book, (c) lottery ticket distribution, (c) Merchant accounts, (d)
     credit card authorization, (e) fraud control, for billing; (f) financial
     management of receivables including call reports and accounting services,
     all in accordance with standard practices and procedures. The choice of
     content for the Service, and the choice of persons retained to deliver the
     Service's, shall be determined by Antigua Online Gaming in its sole
     discretion.

     2.2

     Antigua Online Gaming shall retain the right to provide the Service in what
     ever form Antigua Online Gaming deems appropriate.



Registration Statement                                                  Page 148
<PAGE>


                             NET-FORCE SYSTEMS INC.




     2.3

     Antigua Online Gaming shall retain the right to change any part of the
     Service at anytime, without notice to Reseller, in whatever manner Antigua
     Online Gaming deems appropriate.

     2.4

     Antigua Online Gaming shall retain the right to cancel any part of the
     Service at any time, without notice to Reseller, in whatever manner Antigua
     Online Gaming deems appropriate.

     2.5

     Notwithstanding anything in this Agreement, Antigua Online Gaming shall not
     be held responsible or liable for any loss of income or loss of ability to
     produce income, on the part of the Reseller, arising from any inability of
     Antigua Online Gaming to deliver the Services contemplated in this
     Agreement for any reason whatsoever, whether Antigua Online Gaming is at
     fault or whether a third party is at fault.


3.
     Obligations of Reseller.

     3.1

     Reseller shall use best commercially reasonable efforts to actively and
     effectively advertise, market and promote the Service as widely and
     aggressively as possible so as to maximize the financial benefit to
     Reseller and to Antigua Online Gaming. Reseller shall only engage in
     advertising, marketing and promotional efforts which do not violate any law
     and which reflect positively upon the business reputation of Antigua Online
     Gaming. In particular, Reseller agrees to market the product in a manner
     that is consistent with the content and style of the Service. In connection
     therewith, Antigua Online Gaming shall have the right to review and approve
     (approval shall not be unreasonably withheld) the manner and methods of
     advertising, marketing and promotion used by Reseller in connection with
     the Service. Approval may be withheld if Antigua Online Gaming determines,
     in its sole discretion, that any such activities would tend to reduce the
     value of, or would impair Antigua Online Gaming's goodwill and business
     reputation, or would expose Antigua Online Gaming to legal liability.

     3.2

     Notwithstanding any approval by Antigua Online Gaming given in accordance
     with section 3.1 of this Agreement, Antigua Online Gaming shall under no
     circumstances be held liable for, and Reseller shall indemnify, defend and
     hold Antigua Online Gaming harmless against, any and all claims asserted
     against Antigua Online Gaming by reason of Reseller's marketing and
     promotional efforts undertaken hereunder.

     3.3

     Reseller shall bear all costs and expenses incurred in connection with the
     advertising, marketing and promotion of the Service, including but not
     limited to all costs relating to the marketing.


4.
     Compensation.

     4.1

     As used herein, "Reseller Percentage" shall mean the percentage paid to
     Reseller of the actual net revenue received from a user (the "Customer")
     for approved use of the Service. The actual Reseller Percentage shall be
     equal to 25 percent (25%) of the Net Monthly Revenue. "Net Monthly Revenue"
     shall mean the total amount wagered in the casino and the sportsbook, less
     the total amount paid out as winnings in the casino and the sportsbook,
     PLUS, total sales of lottery tickets, less the invoiced cost for purchasing
     lottery tickets for the lottery ticket sales and less the amount for all
     merchant banking fees. "Player Signup" shall mean a unique player signing
     up for an account and wagering an amount greater than US$100.

     4.2

     Antigua Online Gaming shall pay Reseller monthly, in accordance with this
     contract for the preceding calendar month. Payment for the preceding month
     shall be made prior to the 20th day of each month.

     4.3

     Current months losses will be carried forward to following months to offset
     any commissions payable.


5.
     Term and Termination.


Registration Statement                                                  Page 149
<PAGE>


                             NET-FORCE SYSTEMS INC.




     5.1

     This Agreement shall commence and be deemed effective on the date when
     accepted by an authorized representative of the Reseller (the "Effective
     Date"). This Agreement shall be deemed to be accepted by the Reseller when
     the Reseller chooses "YES" to the "Antigua Online Gaming WAGERING AND
     GAMING PARTNERS AGREEMENT" and hits the submit button on the Reseller
     Sign-Up page. This Agreement is in effect for a period of one (1) year (the
     "Term") with additional one (1) year extensions at Reseller's option. If
     Reseller elects to exercise this option, the option as exercised must be
     addressed to Antigua Online Gaming in writing, no later than forty five
     (45) days prior to the expiration of the Term. In addition, Antigua Online
     Gaming, after six months from the Effective Date, shall have the right to
     terminate this contract if Reseller fails to generate a minimum of three
     hundred (300) "Independent customers" in any given month for the first five
     months and five hundred (500) in any given month thereafter. Said,
     notification will be sent in writing, at least thirty (30) days prior to
     the expiration of the term. Notwithstanding anything in this Agreement
     neither party shall have the right to terminate this Agreement within the
     first six months of the Agreement.

     5.2

     Upon termination of this Agreement, Reseller shall immediately return to
     Antigua Online Gaming any and all Antigua Online Gaming materials which
     Antigua Online Gaming has a proprietary right in that are in Reseller's
     possession and/or in the possession of Reseller's agents, servants and
     employees.

     5.3

     Customers using Antigua Online Gaming's facilities and all information
     relating to these customers shall remain the property of Antigua Online
     Gaming at all times during the operation of this contract and after
     termination.


6.
     Accounting Statements.

     6.1

     All payments due to Reseller by Antigua Online Gaming shall be made on or
     before the twentieth (20) day of each month for the immediately preceding
     calendar month and shall be accompanied by a written statement which
     specifies the grossrevenues received by Antigua Online Gaming with respect
     to the Reseller customers, the number of Reseller Customers wagering and
     the calculation of the monies being paid to Reseller. Additionally,
     statements may be adjusted by Antigua Online Gaming from time-to-time to
     reflect overpayments, consumer chargebacks and/or, credits or underpayments
     by Antigua Online Gaming.

     6.2

     Antigua Online Gaming shall hold back 10% of each months payment due to
     Reseller (the "Hold Back Amount"). The Hold Back Amount shall be retained
     by WorldGaming for a period of 90 days. If the chargebacks pertaining to
     the sales made by Reseller for any given month are less than 10% of the
     Reseller Percentage, then Antigua Online Gaming shall pay the difference to
     Reseller with the next monthly installment after the 90 day hold back
     period. If the chargebacks pertaining to the sales made by Reseller for any
     given month are greater than 10% of the gross sales on which commissions
     are paid to Reseller, then Antigua Online Gaming shall adjust the payment
     due to Reseller in accordance with section 6.1 of this Agreement.


7.
     Audit Rights.

     Reseller may designate a Chartered Accountant to examine the books and
     records of Antigua Online Gaming with respect to this Agreement. Said
     examination shall be at Reseller's sole cost and expense and may be
     conducted no more than once annually during normal business hours and no
     sooner than five (5) business days after Reseller gives written notice of
     such audit to Antigua Online Gaming. Accounting statements rendered by
     Antigua Online Gaming shall be deemed conclusive if not challenged by
     Reseller within thirteen (13) months after being rendered.


8.
     Exclusivity, Non-Competition and Ownership of Service Name.

     8.1

     Reseller agrees, understands and acknowledges that Antigua Online Gaming
     may enter into Agreements of this type with third parties to promote the
     Service or a similar version thereof.

     8.2

     Reseller has not paid consideration for the use of Antigua Online Gaming's
     or Antigua Online Gaming licensors' trademarks, logos, copyrights,
     tradenames, the Servicename referred to in Recital B, or designations, and
     nothing contained in this agreement shall give Reseller any right, title or
     interest in or to any of them. Reseller acknowledges that Antigua Online

Registration Statement                                                  Page 150
<PAGE>


                             NET-FORCE SYSTEMS INC.



     Gaming and Antigua Online Gaming licensors own and retain all copyrights
     and other proprietary rights in all of the foregoing, as well as any
     Software supplied by Antigua Online Gaming. Reseller shall not at any time
     during or after this agreement, assert or claim any interest in or to, or
     do anything which may adversely affect the validity or enforceability of,
     any trademark, tradename, copyright, servicemark or logo belonging or
     licensed to Antigua Online Gaming (including any act or assistance to any
     act which may infringe or lead to the infringement of any copyright in the
     "Software"). Without limiting the generality of the foregoing, Reseller
     shall not attempt to register, or assist any third party in attempting to
     register any trademark, tradename or other proprietary right with any
     governmental agency, federal, provincial, local or otherwise, or with any
     other entity or authority, without the express, unequivocal and unambiguous
     prior written consent of Antigua Online Gaming. Reseller shall not attach
     any additional trademarks, logos or trade designations to the "Software"
     and shall ensure that none of the trademarks (or any variation thereof)
     appears in any portion of Reseller's name or any name under which Reseller
     does business. Reseller shall not affix a trademark, logo or tradename of
     Antigua Online Gaming or Antigua Online Gaming Licensors to any non-Antigua
     Online Gaming product. Reseller shall not alter, erase, deface or overprint
     any proprietary rights notice on anything provided by Antigua Online
     Gaming.


9.
     Confidentiality and Non-Disclosure.

     9.1

     Reseller and Antigua Online Gaming each agrees that during the course of
     this Agreement, each may have access to and become acquainted with
     ConfidentialInformation of the other. Reseller and Antigua Online Gaming
     each specifically agrees that it shall not misuse, misappropriate or
     disclose any such Confidential Information, directly or indirectly, to any
     third party or use any such Confidential Information in any way, either
     during the Term of this Agreement or at any time thereafter. Reseller and
     Antigua Online Gaming each acknowledges and agrees that the sale or
     unauthorized use or disclosure of any such Confidential Information
     obtained by the other during the Term of this Agreement shall constitute
     unfair competition and shall cause the party owning the Confidential
     Information to suffer great and irreparable harm. Reseller and Antigua
     Online Gaming each further acknowledge and agree that, except as otherwise
     provided in this Agreement, all such Confidential Information is and will
     remain the sole and exclusive property of the disclosing party. The terms
     of this Section shall survive the expiration or termination of this
     Agreement.

9.2

     For purposes of this section 9, "Confidential Information" means (a)
     discoveries, concepts and ideas, whether patentable or not; (b) business or
     technical information, including but not limited to product or Service
     plans, designs, costs, prices and names, finances, marketing plans,
     business opportunities, personnel, research, development, and know-how; (c)
     any information designated as "confidential", "proprietary", or "secret" or
     which, under the circumstances taken as a whole, would reasonably be deemed
     to be confidential, proprietary or secret.

     9.3

     The obligations of section 9.1 shall not apply to the extent that any
     Confidential Information (a) becomes generally available to the public
     through no fault of the party to whom it was disclosed; (b) is or has been
     disclosed to such party directly or indirectly by a person under no
     obligation of non-disclosure to the disclosing party; or (c) is required to
     be disclosed under any laws, rules, regulations or governmental orders
     provided, however, that the party to whom it was disclosed shall have the
     burden of proving any of the foregoing exceptions by conclusive relevant
     evidence.

     9.4

     Notwithstanding anything to the contrary contained herein, the parties
     agree that the financial terms and conditions of this Agreement are to
     remain strictly confidential, and that neither party will disclose such
     financial terms and conditions to any third party without the prior written
     consent of the other party. This section shall not apply to disclosures
     which are required by law (such as Antigua Online Gaming reporting
     requirements), by order of a court with competent jurisdiction, or to each
     party's respective attorneys, accountants, and business advisors under a
     similar duty of confidentiality.


10.
     Representations, Warranties and Indemnity.

     10.1

     Reseller warrants, represents and covenants to Antigua Online Gaming that:
     (a) Reseller has the full legal right, power and authority to enter into
     and perform this Agreement, and to grant to Antigua Online Gaming the
     rights set forth in this Agreement; and (b) Reseller will obtain all
     necessary rights, licenses, permissions, business permits, and will comply
     with all applicable laws, rulesand regulations in this connection in
     offering the Service to end -users.


Registration Statement                                                  Page 151
<PAGE>


                             NET-FORCE SYSTEMS INC.




     10.2

     Reseller agrees to indemnify and hold Antigua Online Gaming harmless, and
     further agrees to defend Antigua Online Gaming through the service of an
     attorney chosen and approved by Antigua Online Gaming, from and against any
     and all claims, liabilities, causes of action, damages, judgments, costs
     and expenses (including reasonable attorney's fees) arising out of or in
     any way connected with any breach or alleged breach by Reseller of any
     representation, warranty or agreement contained in this section 10, or
     elsewhere in this Agreement.

     10.3

     In no event shall Antigua Online Gaming be liable to the Reseller,
     Reseller's customers or any other third party claim for any indirect,
     special, or consequential damages, including lost profits, whether based
     upon a claim or action of contract, warranty, negligence, or other tort or
     breach of any statutory duty, indemnity or contribution, or otherwise
     arising out of this agreement, or the use and promotion of the Service,
     and/or any other act or omission relating to the Service in any connection
     to the sale or promotion of the Service, even if, in any such case, Antigua
     Online Gaming has been advised of the possibility of such damages.


11.
     No Representation or Guarantee Regarding Profits or Income.

     Reseller agrees, understands and acknowledges that the Antigua Online
     Gaming, it's parent company, it's sub entities, it's agents, it's officers,
     it's directors, it's shareholders, and/or accountants have made no
     representation of any nature whatsoever to Reseller and/or "Reseller's
     agents, servants and/or employees regarding profits, income, or money which
     Reseller may obtain or generate from the Service and/or from entering into
     this "Agreement" and/or from marketing and/or promoting any version of this
     Service, and/or form any other matter relating to this "Agreement" and/or
     to the subject matter of this "Agreement". Any expression by Antigua Online
     Gaming in this regard is an expression of opinion only and Reseller agrees
     understands and acknowledges that they have not been induced to, and/or
     persuaded thereby to, enter into this "Agreement" and that Reseller has
     entered in to the Agreement of their own free will and choice, without any
     force or duress, and only after thorough, complete, full, and thoughtful
     investigation and after obtaining independent advice and counsel from their
     accountant, their attorney, and their financial advisors.


12.
     Assignment.

     This Agreement and rights and duties hereunder may not be assigned or
     transferred, either in whole or in any part by Reseller without the express
     prior written consent of Antigua Online Gaming, which consent shall not be
     unreasonably withheld.


13.
     Binding Effect.

     This Agreement and the provisions hereof shall be binding upon and inure to
     the benefit of the subsidiaries, affiliates, officers, directors,
     employees, agents, families, heirs, beneficiaries, executors,
     administrators, personal representatives, successors-in-interest and
     assigns of the respective parties hereto, and any entity which acquires
     either of the respective parties hereto.


14.
     Severability.

     If it is determined by a court of competent jurisdiction that any provision
     contained in this Agreement is illegal or unenforceable, such determination
     shall solely affect such illegal or unenforceable provision and shall not
     affect the validity or enforceability of the remaining provisions of this
     Agreement.


15.
     Further Acts.

     Each party agrees to perform such further acts and to execute and deliver
     to the other party any and all further documents which are required to
     carry out the purpose and intent of this Agreement or any of the provisions
     contained herein.


16.
     Notices.

     Except as otherwise provided herein, all notices, payments, or any other
     communications provided for herein shall be in writing or emailed and shall
     be given by email or personal delivery, or by mail, certified or
     registered, postage prepaid, return receipt requested, sent to the other
     party to this Agreement to whom it is given at the address set forth below,
     or such other address as either party to this Agreement may direct by
     notice given in accordance with the provisions of this Section. All notices
     shall be deemed effective upon personal delivery, or seven (7) days


Registration Statement                                                  Page 152
<PAGE>


                             NET-FORCE SYSTEMS INC.




     following deposit in the mail, or three (3) days following delivery through
     electronic mail (email):

     Email: support@starnetsystems.net


17.
     Dispute Resolution.

     17.1.

     Agreement to Submit to Binding Arbitration. Except as otherwise provided
     below, the parties agree to submit disputes between them relating to this
     Agreement and its formation, breach, performance, interpretation and
     application to binding arbitration as follows.

     17.2.

     Notice. Each party will provide written notice to the other party of any
     dispute within six (6) months of the date when the dispute first arises or
     occurs. If a party fails to provide such notice, recovery on the dispute
     will be barred.

     17.3.

     Arbitration Rules. Arbitration will be conducted in Antigua, pursuant to
     the Arbitration legislation then in effect in the Antigua. Except as
     otherwise agreed, the arbitration shall be conducted by a single
     arbitrator. The arbitration award will be final and binding and may be
     enforced in any court of competent jurisdiction.

     17.4.

     Costs and Attorneys' Fees. Unless the arbitrator finds that exceptional
     circumstances require otherwise, the arbitrator will grant the prevailing
     party in arbitration its costs of arbitration and reasonable attorneys'
     fees as part of the arbitration award.

     17.5.

     Exceptions. Neither party will be required to arbitrate any dispute
     relating to actual or threatened: (a) unauthorized disclosure of
     Confidential Information; or (b) violation of Antigua Online Gaming's
     proprietary rights. Either party will be entitled to receive in any court
     of competent jurisdiction injunctive or other equitable relief, in addition
     to damages, including court costs and fees of attorneys and other
     professionals, to remedy any actual or threatened violation of its rights
     with respect to which arbitration is not required hereunder.


18.
     Relationship of the Parties.

     This Agreement does not create a partnership or joint venture between the
     parties hereto and neither party shall have the power or authority to
     obligate or bind the other in any manner whatsoever.


19.
     Entire Agreement.

     This Agreement supersedes all prior negotiations, understandings and
     agreements between the parties hereto concerning the subject matter hereof.
     This Agreement may not be changed nor modified, nor may any provision
     hereof be waived, except in a writing signed by the parties hereto.


20.
     Governing Law.

     This Agreement shall be governed by and construed in accordance with the
     laws of Antigua.


21.
     Survival of Rights.

     Notwithstanding anything to the contrary contained in this Agreement, any
     obligations which remain executory after expiration of this Agreement shall
     remain in full force and effect until discharged by performance and such
     rights as pertain thereto shall remain in full force and effect until their
     expiration.


22.
     Headings.

     The headings used in connection with the paragraphs and subparagraphs of
     this Agreement are inserted only for purposes of reference. Such headings
     shall be not deemed to govern, limit, modify or in any other manner affect
     the scope, meaning or intent of the provisions of this Agreement, nor shall
     such headings otherwise be given any legal effect.



Registration Statement                                                  Page 153

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.5
<SEQUENCE>12
<FILENAME>netleaseagree105.txt
<DESCRIPTION>NET FORCE 20-F/A, LEASE AGREEMENT
<TEXT>





                               ANTIGUA AND BARBUDA
                               -------------------
                                    A.D. 2001
                                    ---------

THIS AGREEMENT made the 1st day of August, 2001
BETWEEN  AMERICAN  INTERNATIONAL  BANK LTD., (In  Receivership) of Woods Centre,
Friars  Hill Road,  St.  John's  Antigua  and  Barbuda  (hereinafter  called the
"Landlord")  which  expression  where the  context  so admits  had  include  the
Reversioner  for the time being expectant upon the terms created of the ONE PART
and NET FORCE  ENTERTAINMENT  Inc.  having its  registered  office  situated  at
ROBERTS  &  CO.  of  Upper  Nevis  Street,  St.  John's,   Antigua  and  Barbuda
(hereinafter called the "Tenant") of the Other Part.
WHEREAS:
1.   The Landlord is the lessor of property  situate at Woods Centre  aforesaid,
     known as the Mezzanine floor,  containing 10,375 Sq. feet more or less, and
     the Tenant being  desirous of renting Suite #10 therein,  measuring a total
     of approximately  240 Sq. ft, a section of the said Mezzanine  floor,  from
     the Landlord.
2.   WITNESSETH AS FOLLOWS:
     The Landlord  hereby  contracts with the Tenant to rent to the Tenant,  the
     aforementioned   suite  containing  by   admeasurement   240  square  feet,
     (hereinafter  known as the  "demised  premises")  TO HOLD the same unto the
     Tenant  for the term of 1 year from the 1st day of  August  2001 to the 1st
     day of  August  2002,  paying  therefore  a monthly  rental of  EC$1,680.00
     inclusive of water,  and  electricity  on the First day of each  subsequent
     month.


<PAGE>




                                       .2.


AN ADDITIONAL  SUM of  EC$1,680.00  shall be paid to the Landlord on the date of
the execution of this Agreement in the form of a security  deposit,  which shall
be returnable to the Tenant less  deductions due to the Landlord,  in respect of
arrears of rent or any damage done to the premises and or fixtures and fittings,
or equipment  belonging to the  Landlord,  not being the result of fair wear and
tear.
3.   THE TENANT HEREBY COVENANTS WITH THE LANDLORD:
(i)       To pay the  reserved  rents and deposits on the days and in the manner
          aforesaid.
(ii)      To pay all  Solicitors  costs as stipulated by the Antigua and Barbuda
          Bar Association, with regard to the preparation of this agreement.
(iii)     To pay all  charges in respect  of  telephones,  used by the Tenant in
          respect of the said premises.
(iv)      To permit the Landlord or his agents at all reasonable  times to enter
          and examine the state of repair of the demised and forthwith to repair
          and amend in a proper  and  workmanlike  manner  any  damage for which
          written notice shall be given to the Tenant or left on the premises.
(v)       To permit  the  Landlord  with  workmen  and  others to enter upon the
          premises for the purposes of the  repairing,  altering or renewing any
          part of the  premises,  during the period for which,  the  Landlord is
          responsible for these repairs or the sewers,  drain or watercourses of
          the said building or the adjoining premises.


<PAGE>




                                       .3.


(vi)      Not to make any  alterations  in or additions to the premises  without
          the previous consent of the Landlord.
(vii)     Not to assign or underlet  the  premises or any part  thereof  without
          the previous  written consent of the Landlord,  and which consent must
          not be unreasonably with-held.
(viii)    To keep  the  leased  area of the  premises  in a  clean and  sanitary
          condition at all times.
(ix)      Not to store or bring upon the  premises  any  articles of a specially
          combustible, inflammable, or dangerous nature and not to do, to permit
          or suffer,  anything to be done by reason whereof the present,  or any
          future  policy of Insurance  against fire on the building of which the
          demised  premises  form  part  may be  increased  and to  repay to the
          Landlord all sums paid by way of increased  premium  occasioned by the
          permitted  use by the Tenant,  or any gas or  electrical  machinery or
          other appliances in the Tenant's business or otherwise.
(x)       To use the premises for the  operation of an Internet  Gaming  Virtual
          Casino and Sports Book only.
4.   THE LANDLORD HEREBY COVENANTS with the Tenant as follows:
     (1)  To keep the external parts of the premises in good repair.
     (2)  That the Tenant  paying the rent hereby  reserved,  and  observing and
          performing the several covenants, and stipulations herein, on his part
          contained,  shall  peaceably  hold, and enjoy,  the demised  premises,
          during the said term without any interruption by the landlord,  or any
          persons rightfully claiming under or in trust for him.


<PAGE>




                                       .4.


     (3)  To keep the premises insured against loss or damage (unless  resulting
          from some act or default of the Tenant in consequence  whereof payment
          of the insurance  shall be refused and subject to the  provisions  for
          determination  hereinafter contained) and to rebuild and reinstate the
          damage  property.  And if the  premises or any part  thereof  shall in
          consequence of such damage be unfit for occupation for carrying on the
          business  of the  Tenant  then  the  rent  hereby  reserved  or a fair
          proportion  thereof  according  to the nature and extent of the damage
          sustained shall be suspended until the demised premises shall again be
          rendered fully fit for the occupation and any dispute  concerning this
          clause shall be determined by a rental  arbitration in accordance with
          the  Arbitration  Act Cap 47 of the Law of  Antigua &  Barbuda  or any
          statutory enactment in that behalf for the time being in force.
5.   PROVIDED ALWAYS AND IT IS HEREBY AGREED as follows:
     (1)  If the rent hereby  reserved or any part  thereof  shall be unpaid for
          thirty days after becoming payable (whether formally demanded or not),
          or if any covenant on the Tenants part herein contained,  shall not be
          performed or observed or if the Tenant for the time being shall become
          bankrupt or enter into any composition  with his creditors,  or suffer
          any distress or execution to be levied on his goods,  or if the Tenant

<PAGE>




                                       .5.


          shall enter into liquidation,  whether compulsory, or voluntary, (save
          for the purpose of the reconstruction and amalgamation) then in any of
          the said  cases,  it  shall be  lawful  for the  Landlord  at any time
          thereafter  to re-enter  upon the  premises or any part thereof in the
          name of the whole,  and  thereupon  this  agreement  shall  absolutely
          determine,  but  without  prejudice  to the  right  of  action  of the
          Landlord  in  respect of any  breach of the  Tenant  covenants  herein
          contained.
     (2)  That the  Landlord  will on the written  request of the Tenant made at
          least six calendar  months  before the  expiration  of the term hereby
          created and if there shall not at the time of such request be existing
          breach or  non-observance  of any of the  covenants on the part of the
          Tenants  hereinbefore  contained at the expense of the Tenant grant to
          them a  tenancy  for  the  farther  term  of one  (1)  year  from  the
          expiration  of the said term at a rent to be agreed  and in default of
          agreement then at a rent to be determined by  arbitration  pursuant to
          the  Arbitration  Act Cap.  47 of the Laws of  Antigua & Barbuda  1992
          Revised  Edition and  containing  the like  covenants  and provisos as
          therein contained with exception of the present covenant for renewal.
     (3)  The  Tenant  may from  time to time  during  the said  term and at the
          expiration of the term hereby created,  disannex,  remove,  repossess,
          and  convert  to their  own use,  any  erections  or  fixtures  now or
          hereafter to be erected fixed or made at their  costs upon the demised


<PAGE>




                                       .6.


          premises,  for the purpose of their business as hereinbefore expressed
          doing as little injury as may be to the said premises by such removal,
          and making good such injury as may unavoidably be done.
     (4)  Any  notice  required  to be served  hereunder  shall be  sufficiently
          served if served at least 60 days  before its date of  termination  on
          the Tenant or left addressed to the Tenant at his place of business at
          the demised  premises or left at the Tenants  current  address and any
          notice for the Landlord  shall be served if sent to them by registered
          post or served at least 60 days before its date of  termination on any
          agent  authorized  by him to receive or who have in fact on his behalf
          collected the rent of the demised premises.
IN WITNESS WHEREOF the parties have set their hands the day and year first above
written.

THE COMMON SEAL of American         )
International Bank (In receivership )
was hereunto affixed by:            ) /s/ Edward St. Clair Smith
EDWARD ST. CLAIR SMITH              )..................................
Receiver Manager                    )
                                    )
/s/ signature                       )
 ....................................)

THE COMMON SEAL of NET              )
                                    )
FORCE INTERTAINMENT Inc.,           ) /s/ Terry Bowering
was hereunto affixed by:            )..................................
TERRY BOWERING                      )
                                    )
/s/ signature                       )
 ....................................)



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.6
<SEQUENCE>13
<FILENAME>netdtoeconversionagree106.txt
<DESCRIPTION>NET FORCE 20-F/A, CONVERSION AGREE, GENEVA
<TEXT>





          THIS AGREEMENT dated effective September 15, 2001.

BETWEEN:

Geneva Overseas Holdings Ltd.
a corporation incorporated under the laws of Antigua
(hereinafter called the "Lender")

                                                              OF THE FIRST PART,

                                     - and

Netforce Systems Inc., a corporation incorporated
under the laws of Antigua,
(hereinafter called the "Borrower")

                                                             OF THE SECOND PART.


                       DEBT TO EQUITY CONVERSION AGREEMENT
                       -----------------------------------

     WHEREAS  the  Lender is the owner of a debt  security  which at the date of
this Agreement had a principal  amount of $208,120  outstanding  and interest of
$6,363 for a total indebtedness of $214,483;

     AND  WHEREAS  the Lender has agreed to  transfer  the debt  security to the
Borrower for a total  consideration of 2,144,830 shares in the Company having an
agreed value of $0.10 per share;

     NOW  THEREFORE in  consideration  of the mutual  covenants  and  agreements
contained herein, the parties hereto agree as follows:

                                    ARTICLE I

                                 Interpretation

1.1  Definitions

     As used in this  Agreement,  the following words and phrases shall have the
     following meanings:

     (a)  "Closing Date" means September 15, 2001;


<PAGE>


                                                                               2

1.2  United States Dollars

     All dollar  amounts  referred to in this  Agreement are in United States of
     America currency unless otherwise provided.

1.3  Extended Meanings

     In this  Agreement,  words importing the singular number include the plural
     and vice  versa  and words  importing  the  masculine  gender  include  the
     feminine and neuter genders.

1.4  Headings

     Articles  and  section  headings  are  not to be  considered  part  of this
     Agreement and are included  solely for convenience of reference and are not
     intended to be full or accurate descriptions of the contents thereof.

                                   ARTICLE II

                            Transfer of Debt Security

2.1  Transfer of Debt security

     The transfer of the debt security  shall  effectively  occur on the Closing
     Date and  subject to the terms and  conditions  hereof,  the  Lender  shall
     transfer to the Borrower the debt  security,  upon delivery by the Borrower
     to the Lender of 2,144,830 shares in the common stock of the Company;

2.2  Debt Security

     Upon  delivery of the debt security to the Borrower and the transfer of the
     shares herein is complete the Borrower shall have no further obligations in
     respect of the debt security;

                                   ARTICLE III

                         Representations and Warranties

3.1  Representations and Warranties of the Lender

     The  Lender  hereby  represents  and  warrants  as follows in favour of the
     Borrower and hereby  acknowledges and confirms that the Borrower is relying
     upon such representations and warranties in connection with the transfer of
     the debt security from the Lender:

     (a)  the Lender owns,  beneficially  and of record,  the debt security with
          good and marketable title thereto,  free and clear of any claim, lien,


<PAGE>


                                                                               3

          security  interest or  encumbrance of any nature or kind and, as such,
          has the  exclusive  right and full power to sell,  transfer and assign
          the debt security to the Borrower;

     (b)  no person, firm or corporation has any agreement, option or any rights
          capable of becoming an  agreement or option for the  acquisition  from
          the Lender of the debt security;

     (c)  the Lender is not  insolvent,  has not committed an act of bankruptcy,
          proposed a compromise or arrangement to its creditors  generally,  had
          any petition for a receiving  order in  bankruptcy  filed  against it,
          taken any  proceeding  with  respect to a compromise  or  arrangement,
          taken any  proceeding  to have  itself  declared  bankrupt,  taken any
          proceeding  to have a  receiver  appointed  over  any part of its debt
          security, had any encumbrancer take possession of any of its property,
          or had any execution or distress  become  enforceable or become levied
          upon any of its property;

3.2  Representations and Warranties of the Borrower

     The  Borrower  hereby   represents  and  warrants  as  follows  and  hereby
     acknowledges   and   confirms   that  the  Lender  is  relying   upon  such
     representations  and warranties in connection with the transfer of the debt
     security from the Lender:

     (a)  the Borrower is an Antigua corporation registered to carry on business
          in Antigua;

     (b)  the Borrower has received  independent  legal advice before  executing
          this Agreement and has voluntarily executed this Agreement;

     (c)  the Borrower is not insolvent, has not committed an act of bankruptcy,
          proposed a compromise or arrangement to its creditors  generally,  had
          any petition for a receiving  order in  bankruptcy  filed  against it,
          taken any  proceeding  with  respect to a compromise  or  arrangement,
          taken any  proceeding  to have  itself  declared  bankrupt,  taken any
          proceeding  to have a  receiver  appointed  over  any part of its debt
          security, had any encumbrancer take possession of any of its property,
          or had any execution or distress  become  enforceable or become levied
          upon any of its property;

     (d)  the  Borrower  will  transfer  shares to the lender  that are free and
          clear of any claim,  lien,  security  interest or  encumbrance  of any
          nature or kind and are issued from the treasury of the Borrower.

                                   ARTICLE IV

                                   Covenants

4.1  Covenants of the Lender


<PAGE>



                                                                               4

          The Lender  hereby  covenants in favour of the  Borrower  that he will
          cause all necessary  steps and  proceedings  to be taken to permit the
          debt  security to be duly and  regularly  transferred  to the Borrower
          effective the Closing Date.

4.2  Covenants of the Borrower

          The  Borrower  hereby  covenants  in favour of the Lender that it will
          deliver  to  the  Lender   2,144,830   shares  from  its  treasury  in
          satisfaction  of the  debt  security  being  satisfied  effective  the
          Closing Date.

                                    ARTICLE V

                                 Closing Matters

5.1  Conditions of Closing for the Lender's Benefit

     The Lender shall not be obliged to complete the transfer  herein  unless on
     the Closing Date, the following  conditions have been  satisfied,  it being
     understood that the said conditions are included for the exclusive  benefit
     of the  Lender  and may be  waived  in  writing  in whole or in part by the
     Lender at any time:

     (a)  the  Borrower  shall have  performed  all  obligations  required to be
          performed under this Agreement;

     (b)  the  Borrower  has  delivered  to the lender  2,144,830  shares in the
          common stock of the Company.

5.2  Conditions of Closing for the Borrower's Benefit

     The Borrower shall not be obliged to complete the transfer herein unless on
     the Closing Date, the following  conditions have been  satisfied,  it being
     understood that the said conditions are included for the exclusive  benefit
     of the  Borrower  and may be waived in whole or in part by the  Borrower at
     any time:

     (a)  the  Lender  shall  have  delivered  or cause to be  delivered  to the
          Borrower,  duly endorsed for transfer,  the transfer documents for the
          debt security; and

     (b)  the  Lender  shall  have  performed  all  obligations  required  to be
          performed under this Agreement.


<PAGE>


                                                                               5

                                   ARTICLE VI

                           General Contract Provisions

6.1  Notices

     All notices,  requests, demands or other communications by the terms hereof
     required or  permitted to be given by one party to the other shall be given
     in writing by personal  delivery or by registered  mail,  postage  prepaid,
     addressed to such other party at the following addresses:

     (a)  to the Borrower at:

          P.O. Box W-645
          Suite #10, Woods Centre
          St. John's, Antigua, West Indies

     (b)  to the Lender at

          C/o ABI Trust Ltd.
          High Street & Com alley
          P.O. Box 1679
          St. John's, Antigua, West Indies

     or at such other  address as may be given by either of them to the other in
     writing  from  time to  time.  Such  notices,  requests,  demands  or other
     communications  shall be deemed to have been received when delivered or, if
     mailed, on the fifth business day following the day of the mailing thereof,
     provided that regular mail service shall not then be interrupted by strikes
     or other irregularities and where such interruption or other irregularities
     occur,  all notices,  requests,  demands or other  communications  shall be
     deemed to have  been  received  on the fifth  business  day  following  the
     resumption of normal mail service.

6.2  Further and Other Acts

     The parties hereto covenant and agree to sign such other papers, cause such
     meetings to be held, resolutions passed and by-laws enacted, exercise their
     vote and influence,  do and perform and cause to be done and performed such
     further and other acts and things as may be necessary or desirable in order
     to give full effect to this Agreement and every part hereof.

6.3  Governing Law

     This Agreement shall be governed by the laws of Antigua.

6.4  Time of Essence


<PAGE>


                                                                               6

     The  effective  date of this  Agreement is September  15, 2001 and no party
     shall  make  claim  that  it was  made  on a  later  date  and  each  party
     acknowledges  that this Agreement will be executed  subsequent to September
     15, 2001 but that it shall remain effective on September 15, 2001 as if the
     Agreement  had  been  signed  on the  said  date  to  reflect  the  patties
     intentions.

6.5  Entire Agreement

     This Agreement shall  constitute the entire  agreement  between the parties
     hereto with respect to all of the matters  herein and  supersedes all prior
     and   contemporaneous   agreements,   understandings,    negotiations   and
     discussions,  whether oral or written, of the parties. This Agreement shall
     not be amended  except by a  memorandum  in writing  signed by the  parties
     hereto  and any  amendment  hereof  shall be null and void and shall not be
     binding upon any party which has not given its consent as aforesaid.

6.6  Successors and Assigns

     This  Agreement  shall  enure to the  benefit  of and be  binding  upon the
     parties  hereto  and their  respective  heirs,  executors,  administrators,
     successors and assigns.

6.7  Survival

     The  representations,  warranties  and  covenants  contained  herein  shall
     survive the Closing Date and shall not be merged upon the completion of the
     transfers contained herein.

6.8  Countersigning

     The parties hereto agree that this Agreement may be signed in  counterparts
     to reflect  the  physical  distance  and  difficulty  in having all parties
     execute the same  agreement and that each party shall be bound by the terms
     of this Agreement as if each party executed one agreement.

     IN WITNESS WHEREOF the parties hereto have duly executed this Agreement.


(Seal)                                 )     NETFORCE SYSTEMS INC,
                                       )
                                       )     Per: /s/ Terry Bowering
                                                 ---------------------------
                                             (Authorized Signing Officer)

                                             Per: /s/
                                                 ---------------------------
                                             (Authorized Signing Officer)



(Seal)                                 )     GENEVA OVERSEAS HOLDINGS LTD.
                                       )
                                       )     Per: /s/ Terry Bowering
                                                 ---------------------------
                                             (Authorized Signing Officer)

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.7
<SEQUENCE>14
<FILENAME>netdtoeconversionagree107.txt
<DESCRIPTION>NET FORCE 20-F/A, CONVERSION AGREE, IFG
<TEXT>





          THIS AGREEMENT dated effective September 15, 2001.

BETWEEN:

          IFG Investments Services Inc.,
          a corporation incorporated under the laws of Nevis
          (hereinafter called the "Lender")

                                                              OF THE FIRST PART,

                                     - and -


          Netforce Systems Inc., a corporation incorporated
          under the laws of Antigua,
          (hereinafter called the "Borrower")


                                                             OF THE SECOND PART.


                       DEBT TO EQUITY CONVERSION AGREEMENT
                       -----------------------------------

     WHEREAS  the  Lender is the owner of a debt  security  which at the date of
this Agreement had a principal  amount of $495,000  outstanding  and interest of
$107,787 for a total indebtedness of $602,787;

     AND  WHEREAS  the Lender has agreed to  transfer  the debt  security to the
Borrower for a total  consideration of 6,027,870 shares in the Company having an
agreed value of $0.10 per share;

     NOW  THEREFORE in  consideration  of the mutual  covenants  and  agreements
contained herein, the parties hereto agree as follows:


                                    ARTICLE I

                                 Interpretation

1.1  Definitions

     As used in this  Agreement,  the following words and phrases shall have the
     following meanings:

     (a)  "Closing Date" means September 15, 2001;


<PAGE>



                                                                               2

1.2  United States Dollars

     All dollar  amounts  referred to in this  Agreement are in United States of
     America currency unless otherwise provided.

1.3  Extended Meanings

     In this  Agreement,  words importing the singular number include the plural
     and vice  versa  and words  importing  the  masculine  gender  include  the
     feminine and neuter genders.

1.4  Headings

     Articles  and  section  headings  are  not to be  considered  part  of this
     Agreement and are included  solely for convenience of reference and are not
     intended to be full or accurate descriptions of the contents thereof.


                                   ARTICLE II

                            Transfer of Debt Security

2.1  Transfer of Debt security

     The transfer of the debt security  shall  effectively  occur on the Closing
     Date and  subject to the terms and  conditions  hereof,  the  Lender  shall
     transfer to the Borrower the debt  security,  upon delivery by the Borrower
     to the Lender of 6,027,870 shares in the common stock of the Company;

2.2  Debt Security

     Upon  delivery of the debt security to the Borrower and the transfer of the
     shares herein is complete the Borrower shall have no further obligations in
     respect of the debt security;


                                   ARTICLE III

                         Representations and Warranties

3.1  Representations and Warranties of the Lender

     The  Lender  hereby  represents  and  warrants  as follows in favour of the
     Borrower and hereby  acknowledges and confirms that the Borrower is relying
     upon such representations and warranties in connection with the transfer of
     the debt security from the Lender:

     (a)  the Lender owns,  beneficially  and of record,  the debt security with
          good and marketable title thereto,  free and clear of any claim, lien,


<PAGE>




                                                                               3

          security  interest or  encumbrance of any nature or kind and, as such,
          has the  exclusive  right and full power to sell,  transfer and assign
          the debt security to the Borrower;

     (b)  no person, firm or corporation has any agreement, option or any rights
          capable of becoming an  agreement or option for the  acquisition  from
          the Lender of the debt security;

     (c)  the Lender is not  insolvent,  has not committed an act of bankruptcy,
          proposed a compromise or arrangement to its creditors  generally,  had
          any petition for a receiving  order in  bankruptcy  filed  against it,
          taken any  proceeding  with  respect to a compromise  or  arrangement,
          taken any  proceeding  to have  itself  declared  bankrupt,  taken any
          proceeding  to have a  receiver  appointed  over  any part of its debt
          security, had any encumbrancer take possession of any of its property,
          or had any execution or distress  become  enforceable or become levied
          upon any of its property;

3.2  Representations and Warranties of the Borrower

     The  Borrower  hereby   represents  and  warrants  as  follows  and  hereby
     acknowledges   and   confirms   that  the  Lender  is  relying   upon  such
     representations  and warranties in connection with the transfer of the debt
     security from the Lender:

     (a)  the Borrower is an Antigua corporation registered to carry on business
          in Antigua;

     (b)  the Borrower has received  independent  legal advice before  executing
          this Agreement and has voluntarily executed this Agreement;

     (c)  the Borrower is not insolvent, has not committed an act of bankruptcy,
          proposed a compromise or arrangement to its creditors  generally,  had
          any petition for a receiving  order in  bankruptcy  filed  against it,
          taken any  proceeding  with  respect to a compromise  or  arrangement,
          taken any  proceeding  to have  itself  declared  bankrupt,  taken any
          proceeding  to have a  receiver  appointed  over  any part of its debt
          security, had any encumbrancer take possession of any of its property,
          or had any execution or distress  become  enforceable or become levied
          upon any of its property;

     (d)  the  Borrower  will  transfer  shares to the Lender  that are free and
          clear of any claim,  lien,  security  interest or  encumbrance  of any
          nature or kind and are issued from the treasury of the Borrower


                                   ARTICLE IV

                                    Covenants

4.1  Covenants of the Lender


<PAGE>




                                                                               4

     The Lender  hereby  covenants in favour of the Borrower  that he will cause
     all necessary steps and proceedings to be taken to permit the debt security
     to be duly and regularly  transferred to the Borrower effective the Closing
     Date.

4.2  Covenants of the Borrower

     The Borrower hereby  covenants in favour of the Lender that it will deliver
     to the Lender  6,027,870  shares from its treasury in  satisfaction  of the
     debt security being satisfied effective the Closing Date.


                                   ARTICLE V

                                 Closing Matters

5.1  Conditions of Closing for the Lender's Benefit

     The Lender shall not be obliged to complete the transfer  herein  unless on
     the Closing Date, the following  conditions have been  satisfied,  it being
     understood that the said conditions are included for the exclusive  benefit
     of the  Lender  and may be  waived  in  writing  in whole or in part by the
     Lender at any time:

     (a)  the  Borrower  shall have  performed  all  obligations  required to be
          performed under this Agreement;

     (b)  the  Borrower  has  delivered  to the Lender  6,027,870  shares in the
          common stock of the Company.

5.2  Conditions of Closing for the Borrower's Benefit

     The Borrower shall not be obliged to complete the transfer herein unless on
     the Closing Date, the following  conditions have been  satisfied,  it being
     understood that the said conditions are included for the exclusive  benefit
     of the  Borrower  and may be waived in whole or in part by the  Borrower at
     any time:

     (a)  the  Lender  shall  have  delivered  or cause to be  delivered  to the
          Borrower,  duly endorsed for transfer,  the transfer documents for the
          debt security; and

     (b)  the  Lender  shall  have  performed  all  obligations  required  to be
          performed under this Agreement.


<PAGE>



                                                                               5

                                   ARTICLE VI

                           General Contract Provisions

6.1  Notices

     All notices,  requests, demands or other communications by the terms hereof
     required or  permitted to be given by one party to the other shall be given
     in writing by personal  delivery or by registered  mail,  postage  prepaid,
     addressed to such other party at the following addresses:

     (a)  to the Borrower at:

          P.O. Box 2032
          St. John's, Antigua
          West Indies

     (b)  to the Lender at:

          Suite #4
          Temple Building
          Main & Prince William Street
          Charlestown, Nevis
          West Indies

     or at such other  address as may be given by either of them to the other in
     writing  from  time to  time.  Such  notices,  requests,  demands  or other
     communications  shall be deemed to have been received when delivered or, if
     mailed, on the fifth business day following the day of the mailing thereof,
     provided that regular mail service shall not then be interrupted by strikes
     or other irregularities and where such interruption or other irregularities
     occur,  all notices,  requests,  demands or other  communications  shall be
     deemed to have  been  received  on the fifth  business  day  following  the
     resumption of normal mail service.

6.2  Further and Other Acts

     The parties hereto covenant and agree to sign such other papers, cause such
     meetings to be held, resolutions passed and by-laws enacted, exercise their
     vote and influence,  do and perform and cause to be done and performed such
     further and other acts and things as may be necessary or desirable in order
     to give full effect to this Agreement and every part hereof.

6.3  Governing Law

     This Agreement shall be governed by the laws of Antigua.

6.4  Time of Essence


<PAGE>




                                                                               6

     The  effective  date of this  Agreement is September  15, 2001 and no party
     shall  make  claim  that  it was  made  on a  later  date  and  each  party
     acknowledges  that this Agreement will be executed  subsequent to September
     15, 2001 but that it shall remain effective on September 15, 2001 as if the
     Agreement  had  been  signed  on the  said  date  to  reflect  the  parties
     intentions.

6.5  Entire Agreement

     This Agreement shall  constitute the entire  agreement  between the parties
     hereto with respect to all of the matters  herein and  supersedes all prior
     and   contemporaneous   agreements,   understandings,    negotiations   and
     discussions,  whether oral or written, of the parties. This Agreement shall
     not be amended  except by a  memorandum  in writing  signed by the  parties
     hereto  and any  amendment  hereof  shall be null and void and shall not be
     binding upon any party which has not given its consent as aforesaid.

6.6  Successors and Assigns

     This  Agreement  shall  enure to the  benefit  of and be  binding  upon the
     parties  hereto  and their  respective  heirs,  executors,  administrators,
     successors and assigns.

6.7  Survival

     The  representations,  warranties  and  covenants  contained  herein  shall
     survive the Closing Date and shall not be merged upon the completion of the
     transfers contained herein.

6.8  Countersigning

     The parties hereto agree that this Agreement may be signed in  counterparts
     to reflect  the  physical  distance  and  difficulty  in having all parties
     execute the same  agreement and that each party shall be bound by the terms
     of this Agreement as if each party executed one agreement.

     IN WITNESS WHEREOF the parties hereto have duly executed this Agreement.


(Seal)                                 )        NETFORCE SYSTEMS INC.
                                       )
                                       )        Per: /s/ Terry Bowering
                                                    --------------------------
                                               (Authorized Signing Officer)


                                                Per:
                                                    --------------------------
                                               (Authorized Signing Officer)



(Seal)                                 )        IFG INVESTMENTS SERVICES INC.
                                       )
                                       )        Per: /s/ Kevin Mellor
                                                    --------------------------
                                                (Authorized Signing Officer)


<PAGE>




                                                                               7

                                                Per:
                                                    --------------------------
                                                (Authorized Signing Officer)


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
