UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                      Washington, DC 20549

                            FORM 8-K
                         CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934

DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) DECEMBER 21, 2000









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







Nevada                 000-29477                   88-039116
(State of             (Commission           (I.R.S. Employer
organization)         File Number)       Identification No.)

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

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


ITEM 4    CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
      1.      i. The Company's principal  accountant,
               Merdinger,  Fructher, Rosen, &  Corso,  P.C.,
               was dismissed on December 21, 2000

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

           iii. The decision to change accountants was approved by
               the board of directors.
            iv.  A.  There were no disagreements with the former
                    accountant on any matter of accounting principles
                    or practices, financial statement disclosure, or
                    auditing scope or procedure, which, if not resolved
                    to the former accountants satisfaction, would have
                    caused it to make reference to the subject matter of
                    the disagreement(s) in connection with its report.
       2.    A  new  accountant has been engaged as the principal
          accountant to audit the issuer's financial statements. The new
          accountant is Stonefield Josephson, Inc. and was engaged as of
          December 21, 2000. Neither the Company nor anyone acting on its
          behalf consulted the new accountant regarding the application of
          accounting principles to a specific completed or contemplated
          transaction, or the type of audit opinion that might be rendered
          on the small business issuer's financial statements, as part of
          the process of deciding as to the accounting, auditing or
          financial reporting issue.

       3.   The Company has provided the former accountant with a copy
          of the disclosures it is making in response to this Item. The
          Company has requested the former accountant to furnish a letter
          addressed to the Commission stating that it agrees with the
          statements made by the Company. The Company has not filed the
          letter as an exhibit to the registration statement containing
          this disclosure and as of this filing date has yet to receive the
          letter. Upon receipt of such letter, the Company will amend the
          8-K filing to include the letter as an exhibit.

                           SIGNATURES

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

                           Playandwin, Inc.

                           By: /s/ Stewart Garner
                               Stewart Garner, President

                           Date January 22, 2001