UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                   FORM 10-QSB


         QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
         EXCHANGE ACT OF 1934

         For the quarterly period ended:  March 31, 2006

         TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934

         For the transition period from________________ to ________________



                          LEGALPLAY ENTERTAINMENT INC.
        ---------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



         Florida                    000-29219              98-0199508
-------------------------------    -------------      ---------------------
(State or other jurisdiction of   (Commission File     (IRS Employer
 incorporation or organization)       Number)           Identification No.)



           Suite 206 - 388 Drake Street                       V6B 6A8
       Vancouver, British Columbia, Canada
---------------------------------------------------          ---------
     (Address of principal executive offices)                (Zip Code)



            Issuer's telephone number             (604) 648-2090
              (including area code)
                                                  --------------


---------------------------------------------------       --------------
  (Former name, former address and former fiscal            (Zip Code)
       year, if changed since last report)

--------------------------------------------------------------------------------
                                                                          Page 1
<page>

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act of 1934 during the past 12 months (or for such
shorter period that the  Registrant was required to file such reports),  and (2)
has been subject to such filing requirements for the past 90 days.

Yes [X]          No [ ]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

Yes [ ]          No [ ]


          APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
                         DURING THE PRECEDING FIVE YEARS

                                 Not applicable.


                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

36,575,000 COMMON SHARES AS AT MARCH 31, 2006.

Transitional Small Business Disclosure Format:

Yes [ ]          No [X]

(Check one)

--------------------------------------------------------------------------------
                                                                          Page 2
<page>


                          LEGALPLAY ENTERTAINMENT INC.

                                   FORM 10-QSB

PART I - FINANCIAL INFORMATION


Item 1.       FINANCIAL STATEMENTS

Consolidated Balance Sheets.................................................F-5

Consolidated Statement of Operations........................................F-6

Consolidated Statement of Cash Flows........................................F-7

Consolidated Statement of Stockholders' Equity..............................F-8

Notes to the Consolidated Financial Statements..............................F-11

Item 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION......14

Item 3.       CONTROLS AND PROCEDURES........................................15


PART II - OTHER INFORMATION


Item 1.       LEGAL PROCEEDINGS..............................................17

Item 2.       UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS....18

Item 3.       DEFAULTS UPON SENIOR SECURITIES................................18

Item 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS............18

Item 5.       OTHER INFORMATION..............................................18

Item 6.       EXHIBITS AND REPORTS ON FORM 8-K...............................19


--------------------------------------------------------------------------------
                                                                          Page 3
<page>


                          LEGALPLAY ENTERTAINMENT INC.

                          (A Development Stage Company)

                    CONSOLIDATED INTERIM FINANCIAL STATEMENTS

                                 March 31, 2006

                             (Stated in US Dollars)

                                   (Unaudited)
                                    ---------

<page>


                          LEGALPLAY ENTERTAINMENT INC.
                          (A Development Stage Company)
                       CONSOLIDATED INTERIM BALANCE SHEETS
                      March 31, 2006 and December 31, 2005
                             (Stated in US Dollars)
                                   (Unaudited)
                                    ---------

<table>
<caption>
                                                                                    March 31,        December 31,
                                                     ASSETS                           2006               2005
                                                     ------                           ----               ----

                                                                             <c>                <c>
Current
    Cash                                                                        $           1,391  $           6,765
    Amounts receivable                                                                      2,251              2,250
                                                                                -----------------  -----------------

                                                                                $           3,642  $           9,015
                                                                                =================  =================

     LIABILITIES

Current
    Accounts payable and accrued liabilities                                    $         101,316  $         102,943
    Current liabilities of discontinued operations                                              -             30,768
    Notes payable - Note 4                                                                 52,088             76,838
                                                                                -----------------  -----------------

                                                                                          153,404            210,549
                                                                                -----------------  -----------------

STOCKHOLDERS' DEFICIENCY

Capital stock
    Preferred stock, $0.01 par value, 5,000,000 shares authorized,
     no shares issued and outstanding
    Common stock and paid-in capital
      100,000,000 shares authorized with a par value of $0.01
      36,575,000 (December 31, 2005: 34,075,000) shares issued and                      1,967,540         1,942,540
 outstanding
Treasury stock, at cost, 27,000 shares (2005: 27,000)                                      (6,881)           (6,881)
Other comprehensive income                                                                 19,921            18,041
Deficit                                                                                (1,305,454)       (1,305,454)
Deficit accumulated during the development stage                                         (824,888)         (849,780)
                                                                                -----------------  ----------------

                                                                                         (149,762)         (201,534)
                                                                                -----------------  ----------------

                                                                                $           3,642  $          9,015
                                                                                =================  ================
</table>

SEE ACCOMPANYING NOTES


--------------------------------------------------------------------------------
                                                                       Page F-5
<page>


                          LEGALPLAY ENTERTAINMENT INC.
                          (A Development Stage Company)
                  CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS
             for the three months ended March 31, 2006 and 2005 and
for the period from January 1, 2004 (Date of Inception of the Development Stage)
                                to March 31, 2006
                             (Stated in US Dollars)
                                   (Unaudited)
                                    ---------

<table>
<caption>
                                                                                                         January 1,
                                                                                                       2004 (Date of
                                                                                                      Inception of the
                                                                                                        Development
                                                                         Three months ended              Stage) to
                                                                             March 31,                   March 31,
                                                                       2006              2005               2006
                                                                       ----              ----               ----

                                                             <c>                <c>               <c>
General and Administrative Expenses
    Amortization                                                $             -    $             -   $          27,077
    Bad debt                                                                  -                  -                  47
    Corporation promotion                                                     -                  -              13,852
    Insurance                                                                 -                  -              15,901
    Management and consultant fees - Note 5                               3,361             3,000              100,496
    Office supplies and services (recovered)                               (914)            3,401               30,169
    Professional fees                                                     2,000             8,024              178,379
    Rent                                                                    367               642               16,311
    Royalties, software and advertising                                       -                  -                   -
    Wages - Note 5                                                            -                  -              84,258
                                                                ---------------    ---------------   -----------------

Loss before other items                                                  (4,814)          (15,067)            (466,490)
                                                                ---------------    --------------    -----------------

Other items
    Loss on disposition of equipment                                          -                 -              (15,028)
    Write-down of intangible assets                                           -                 -              (50,001)
    Write-off of notes payable                                                -                 -               14,823
    Gain on settlement of lawsuit                                             -                 -               44,445
                                                                ---------------    --------------    -----------------

                                                                              -                 -               (5,761)
                                                                ---------------    --------------    -----------------

Loss from continuing operations for the period                           (4,814)          (15,067)            (472,251)
Discontinued operations - Schedule 1                                     29,706             5,000             (352,637)
                                                                ---------------    --------------    -----------------

                                                                         24,892           (10,067)            (824,888)
Comprehensive loss
    Foreign currency translation adjustment                               1,880               (735)             18,041
                                                                ---------------    ---------------   -----------------

Net comprehensive income (loss) for the period                  $        26,772    $       (10,802)  $        (806,847)
                                                                ===============    ===============   =================

Basic and diluted loss per share                                $             -    $            -
                                                                ===============    ==============

Weighted average number of share outstanding                         35,880,556        33,175,000
                                                                ===============    ==============
</table>

SEE ACCOMPANYING NOTES


--------------------------------------------------------------------------------
                                                                       Page F-6
<page>

                          LEGALPLAY ENTERTAINMENT INC.
                          (A Development Stage Company)
                  CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
             for the three months ended March 31, 2006 and 2005 and
for the period from January 1, 2004 (Date of Inception of the Development Stage)
                                to March 31, 2006
                             (Stated in US Dollars)
                                   (Unaudited)
                                    ---------

<table>
<caption>
                                                                                                      January 1,
                                                                                                     2004 (Date of
                                                                                                   Inception of the
                                                                                                      Development
                                                                      Three months ended               Stage) to
                                                                          March 31,                    March 31,
                                                                    2006               2005              2006
                                                                    ----               ----              ----

                                                          <c>                 <c>              <c>
Operating Activities
    Net loss for the period from continuing                  $          (4,814)  $       (15,067) $        (472,251)
operations
    Add (deduct) items not affecting cash:
      Amortization                                                           -                 -             27,077
      Unrealized foreign exchange                                        2,130                 -              2,130
      Issuance of common stock for services                                  -                 -              1,000
      Stock-based compensation                                               -                 -              4,460
      Loss on disposition of equipment                                       -                 -             15,028
      Write-down of intangible assets                                        -                 1             50,001
      Write-off of notes payable                                             -                 -            (14,823)
      Gain on settlement of lawsuit                                          -                 -            (44,445)
    Changes in non-cash working capital items:
      Amounts receivable                                                    (1)              371             43,283
      Prepaid expenses and deposits                                          -             3,074             22,779
      Accounts payable and accrued liabilities                          (2,689)            9,860             42,535
                                                             -----------------   ---------------  -----------------

Net cash provided by (used in) operating activities                     (5,374)           (1,390)          (323,226)
                                                             ------------------  ---------------  -----------------

Investing Activity
    Purchase of equipment                                                    -                  -            (1,460)
                                                             -----------------   ---------------- -----------------

Financing Activities
    Notes payable                                                            -                 -            163,614
    Cash proceeds from issuance of common stock                              -                 -              1,000
                                                             -----------------   ---------------  -----------------

Net cash provided by financing activities                                    -                 -            164,614
                                                             -----------------   ---------------  -----------------
</table>
                                                                     .../cont'd
SEE ACCOMPANYING NOTES


--------------------------------------------------------------------------------
                                                                       Page F-7
<page>
                                                                       Continued


                          LEGALPLAY ENTERTAINMENT INC.
                          (A Development Stage Company)
                  CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
             for the three months ended March 31, 2006 and 2005 and
for the period from January 1, 2004 (Date of Inception of the Development Stage)
                                to March 31, 2006
                             (Stated in US Dollars)
                                   (Unaudited)
                                    ---------


<table>
<caption>
                                                                                                       January 1,
                                                                                                      2004 (Date of
                                                                                                    Inception of the
                                                                                                       Development
                                                                       Three months ended               Stage) to
                                                                           March 31,                    March 31,
                                                                     2006               2005              2006
                                                                     ----               ----              ----
   
                                                        <c>                 <c>              <c>
   Effect of exchange rate changes on cash                                    -              (735)              (940)
                                                              -----------------   ---------------  -----------------

   Increase (decrease) in cash from continuing
    operations                                                           (5,374)           (2,125)          (161,012)

   Increase (decrease) in cash from discontinued
    operations                                                                -             5,827            (33,164)

   Cash, beginning of the period                                          6,765                78            195,567
                                                              -----------------   ---------------  -----------------

   Cash, end of the period                                    $           1,391   $         3,780  $           1,391
                                                              =================   ===============  =================

   Supplemental disclosure of cash flow information: Cash paid for:
        Income taxes (recovery)                               $               -   $             -  $          (3,934)
                                                              =================   ===============  =================
</table>


Non-cash Transaction - Note 7
SEE ACCOMPANYING NOTES


--------------------------------------------------------------------------------
                                                                       Page F-8
<page>

                          LEGALPLAY ENTERTAINMENT INC.
                          (A Development Stage Company)
       CONSOLIDATED INTERIM STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
      for the period January 1, 2004 (Date of Inception) to March 31, 2006
                             (Stated in US Dollars)
                                   (Unaudited)
                                    ---------


<table>
<caption>
                                                                                                            Deficit
                                                                                 Accumulated              Accumulated
                                                                                    Other                 During the
                                                Common Shares          Treasury  Comprehensive            Development
                                        ---------------------------
                                          Number          Amount        Stock       Income      Deficit       Stage        Total
                                          ------          ------        -----       -------      -----        -----        -----

                                     <c>          <c>             <c>          <c>        <c>            <c>       <c>
Balance at December 31, 2003            26,025,000   $  1,857,080    $   (6,881)  $  18,981  $ (1,305,454)   $    -   $  563,726
Net loss for the year                            -              -             -           -             -    (795,364)  (795,364)
Foreign currency translation adjustment          -              -             -        (238)            -           -       (238)
Stock-based compensation                         -          4,460             -           -             -           -      4,460
Shares issued for cash on exercise
 of options                                 50,000          1,000             -           -             -           -      1,000
Shares issued for debt                   7,000,000         70,000             -           -             -           -     70,000
Shares issued for accepting the
 position of director and president        100,000          1,000             -           -             -           -      1,000
                                        ----------  --------------   -----------  ---------- -------------   -------- ----------

Balance at December 31, 2004            33,175,000      1,933,540        (6,881)     18,743    (1,305,454)   (795,364)  (155,416)
Net loss for the year                            -              -             -           -             -     (54,416)   (54,416)
Foreign currency translation adjustment          -              -             -        (702)            -           -       (702)
Shares issued for debt                     900,000          9,000             -           -             -           -      9,000
                                        ----------  --------------   -----------  ---------- -------------   -------- ----------

Balance at December 31, 2005            34,075,000  $   1,942,540        (6,881)     18,041    (1,305,454)   (849,780)  (201,534)
Net income for the period                        -              -             -           -             -      24,892     24,892
Foreign currency translation adjustment          -              -             -       1,880             -           -      1,880
Share issues for debt                    2,500,000         25,000             -           -             -           -     25,000
                                        ----------  --------------   -----------  ---------- -------------   -------- ----------

Balance at March 31, 2006              36,575,000   $   1,967,540    $   (6,881)  $  19,921  $ (1,305,454)   $(824,888)$(149,762)
                                       ===========  ==============   ===========  =========  =============   ========= ==========
</table>


SEE ACCOMPANYING NOTES

--------------------------------------------------------------------------------
                                                                       Page F-9
<page>

                                                                      Schedule 1
                          LEGALPLAY ENTERTAINMENT INC.
                          (A Development Stage Company)
              STATEMENT OF OPERATIONS FORM DISCONTINUED OPERATIONS
               for the three months ended March 31, 2006 and 2005
      and from January 31, 2004 (Date of Inception of Development Stage)
                             to March 31, 2006


<table>
<caption>
                                                                                                     January 1, 2004
                                                                                                        (Date of
                                                                                                    Inception of the
                                                                                                       Development
                                                                         Three months ended             Stage) to
                                                                             March 31,                  March 31,
                                                                        2006            2005              2006
                                                                        ----            ----              ----

                                                                <c>             <c>             <c>
Amortization                                                       $          -    $          -    $          57,051
Consulting                                                                    -               -                  165
Legal fees                                                                    -               -                5,606
Office and miscellaneous                                                    (22)              -                2,296
Royalty, software development and advertising                                 -               -               69,251
Trademark application                                                         -               -                  701
                                                                   ------------    ------------    -----------------

                                                                             22               -             (135,070)
                                                                   ------------    ------------    -----------------

Write-off of intangible assets                                                -               -             (155,000)
Forgiveness of debts                                                          -               -                1,953
Loss on sale of assets                                                        -               -             (105,078)
Incidental revenue                                                            -           5,000               10,874
                                                                   ------------    ------------    -----------------

                                                                              -           5,000             (247,251)
                                                                   ------------    ------------    -----------------

Gain on disposition of subsidiary - Note 8                               29,684               -               29,684
                                                                   ------------    ------------    -----------------

Net income (loss) for the period                                   $     29,706    $      5,000    $        (352,637)
                                                                   ============    ============    =================
</table>


SEE ACCOMPANYING NOTES

--------------------------------------------------------------------------------
                                                                       Page F-10
<page>

                          LEGALPLAY ENTERTAINMENT INC.
                          (A Development Stage Company)
                  NOTESTO THE CONSOLIDATED FINANCIAL STATEMENTS
                      March 31, 2006 and December 31, 2005
                             (Stated in US Dollars)
                                   (Unaudited)
                                    ---------

Note 1        Nature and Continuance of Operations

              LegalPlay  Entertainment  Inc. (the  "Company")  was  incorporated
              under  the laws of the State of  Florida  on May 3, 1989 as Sparta
              Ventures Corp. and remained inactive until June 27, 1998. The name
              was  changed  to  Thermal  Ablation  Technologies  Corporation  on
              October 8, 1998 and then to Poker.com, Inc. on August 10, 1999. On
              September  15,  2003,  the Company  changed its name to  LegalPlay
              Entertainment Inc. The Company's business to December 31, 2003 was
              primarily related to the operations of online gaming.  The Company
              discontinued  its business of software  gaming license  operations
              and during the year ended  December 31, 2004 and  subsequent,  the
              Company's  intention was to internally develop gaming software and
              market the  software  or to acquire a gaming  software  license to
              market and sub-license the software.  Commencing  January 1, 2004,
              the Company is in the development stage.

Note 2        Interim Reporting

              The accompanying  unaudited interim financial statements have been
              prepared by the Company  pursuant to the rules and  regulations of
              the United  States  Securities  and Exchange  Commission.  Certain
              information and disclosures  normally included in annual financial
              statements  prepared  in  accordance  with  accounting  principles
              generally  accepted  in the  United  States of  America  have been
              condensed or omitted  pursuant to such rules and  regulations.  In
              the  opinion  of  management,   all  adjustments  and  disclosures
              necessary for a fair  presentation of these  financial  statements
              have been included.  Such adjustments  consist of normal recurring
              adjustments.  These interim financial statements should be read in
              conjunction with the audited  financial  statements of the Company
              for the fiscal year ended December 31, 2005.

              The results of  operations  for the three  months  ended March 31,
              2006 are not  indicative  of the results  that may be expected for
              the full year.

Note 3        Continuance of Operations

              These  financial  statements have been prepared in accordance with
              generally  accepted  accounting  principles  applicable to a going
              concern,  which  assumes that the Company will be able to meet its
              obligations  and  continue  its  operations  for its  next  twelve
              months.  Realization  values may be  substantially  different from
              carrying  values as shown and these  financial  statements  do not
              give effect to adjustments that would be necessary to the carrying
              values and  classification  of assets and  liabilities  should the
              Company be unable to  continue  as a going  concern.  At March 31,
              2006, the Company had not yet achieved profitable operations,  has
              accumulated  losses  of  $2,130,342  since  its  inception,  has a
              working  capital  deficiency  of  $149,762  and  expects  to incur
              further losses in the  development  of its business,  all of which
              casts substantial doubt about the Company's ability to continue as
              a going  concern.  The  Company's  ability to  continue as a going
              concern  is  dependent   upon  its  ability  to  generate   future
              profitable  operations and/or to obtain the necessary financing to
              meet its obligations and repay its liabilities arising from normal
              business  operations when they come due.  Management has no formal
              plan in place to  address  this  concern  but  considers  that the
              Company  will  be  able  to  obtain  additional  funds  by  equity
              financing  and/or  related  party  advances,  however  there is no
              assurance of additional funding being available.


--------------------------------------------------------------------------------
                                                                       Page F-11
<page>

LegalPlay Entertainment Inc.
(A Development Stage Company)
Notes to the Consolidated Interim Financial Statements
March 31, 2006 and December 31, 2005
 (Stated in US Dollars
(Unaudited)
 ---------

Note 4        Notes Payable

              The notes payable are comprised of the following:

               a)   Non-interest bearing amounts of $22,924 as of March 31, 2006
                    is unsecured and due on demand.

               b)   The promissory note of $29,164 as of March 31, 2006 is
                    unsecured, bears interest at the prime rate and is due April
                    15, 2006. The note was not paid on April 15, 2006 when it
                    came due. The Company is negotiating an extension of the
                    maturity date of this note.

Note 5        Related Party Transactions

              The Company  incurred the following  amounts with directors of the
              Company and a former officer of the Company.

<table>
<caption>
                                                                                               January 1, 2004
                                                                                                   (Date of
                                                                                               Inception of the
                                                                                                 Development
                                                                   Three month ended              Stage) to
                                                                       March 31,                  March 31,
                                                                 2006             2005               2006
                                                                 ----             ----               ----
              
                                          <c>              <c>               <c>
              Management and consulting fees               $       3,257    $       3,000     $          73,935
              Wages                                                    -                -                 1,000
                                                           -------------    -------------     -----------------

                                                           $       3,257    $       3,000     $          74,935
                                                           =============    =============     =================
</table>

              At March  31,  2006,  accounts  payable  and  accrued  liabilities
              include  $3,000  payable to directors and a former  officer of the
              Company compare to $7,000 at December 31, 2005.

Note 6        Stockholders' Equity

              As  of  November  3,  2005,  the  Company  was  in  debt  to  Iris
              International  Holdings  ("Iris")  for an amount of  $25,000.  The
              promissory note was unsecured,  bears interest at 5% per annum and
              was due in one year.

              By an  agreement  dated  January 26, 2006,  the Company  agreed to
              settle the debt owed to Iris by issuing 2,500,000 common shares of
              the Company at $0.01 per share.


--------------------------------------------------------------------------------
                                                                       Page F-12
<page>

LegalPlay Entertainment Inc.
(A Development Stage Company)
Notes to the Consolidated Interim Financial Statements
March 31, 2006 and December 31, 2005
 (Stated in US Dollars
(Unaudited)
 ---------


Note 7        Non-cash Transaction

              Investing and financing  activities  that do not have an impact on
              current cash flows are excluded from the statement of cash flows.

              During the three months ended March 31, 2006,  the Company  issued
              2,500,000  common shares at $0.01 per share for a total of $25,000
              to settle an outstanding  note payable.  This transaction has been
              excluded from the statement of cash flows.

Note 8        Discontinued Operations

              On March 1, 2006, the Company  determined that it no longer wished
              to continue with its Skill Poker business and, as a result, agreed
              to transfer the issued and  outstanding  shares of Skill Poker.com
              Inc.,  a  wholly-owned  subsidiary,  to a third  party for nominal
              proceeds of $1.
<table>
<caption>
            
                                                                              <c>
            Proceeds                                                                         $            1

            Accounts payable and accrued liabilities of Skill Poker.com Inc.                         29,683
                                                                                             --------------

            Gain on disposition of subsidiary                                                $       29,684
                                                                                             ==============
</table>


--------------------------------------------------------------------------------
                                                                       Page F-13
<page>


                          LEGALPLAY ENTERTAINMENT INC.

                       QUARTERLY REPORT (SEC FORM 10-QSB)

PART I - FINANCIAL INFORMATION (cont'd)


Item 2.  MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

Overview

The following  discussion contains certain  forward-looking  statements that are
subject to business and economic risks and uncertainties, and our actual results
could differ  materially from those  forward-looking  statements.  The following
discussion regarding our financial statements should be read in conjunction with
the financial statements and notes thereto.

We continued to operate through our three subsidiary companies: Casino Marketing
S.A., a Costa  Rican   registered   company; 564448 BC Ltd., a British  Columbia
registered company; and   Skill Poker.com Inc., a Washington   state  registered
company incorporated January 29, 2003. On March 1, 2006, the   Company agreed to
transfer their shareholding in Skill Poker.com Inc. to  Randy   Peterson (or his
nominee) for $1.00. The Company is planning to  dissolve   Casino Marketing S.A.
and 564448 BC Ltd. as they are no longer needed by the Company.

Our current  business  strategy is to acquire new Poker  software and market the
software to on-line gaming sites worldwide.

The  litigation  in relation to the domain name  dispute  relating to  Poker.com
continued  during  the first  quarter  of 2005 and a  Settlement  Agreement  was
reached between the parties in April 2005.

We are in immediate need of further working capital and are considering  options
with respect to financing in the form of debt, equity or a combination thereof.

Critical Accounting Policies and Estimates

We have adopted  various  accounting  policies  that govern the  application  of
accounting  principles generally accepted in the United States of America in the
preparation of our financial  statements which requires us to make estimates and
assumptions  that affect the amounts  reported in the financial  statements  and
accompanying notes.

Although  these  estimates  are based on our  knowledge  of  current  events and
actions we may undertake in the future,  they may ultimately  differ from actual
results.   Certain  accounting  policies  involve   significant   judgments  and
assumptions by us, which have a material  impact on our financial  condition and
results.  Management  believes its critical accounting policies reflect its most
significant  estimates and assumptions used in the presentation of our financial
statements.  Our  critical  accounting  policies  include  revenue  recognition,
accounting for stock based compensation and the evaluation of the recoverability
of  long-lived  and  intangible   assets.  We  do  not  have  off-balance  sheet
arrangements, financings, or other relationships with unconsolidated entities or
other persons, also known as "special purpose entities".


--------------------------------------------------------------------------------
                                                                         Page 14
<page>


PART I - FINANCIAL INFORMATION (cont'd)

Item 2.  MANAGEMENTS' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS (cont'd)


THREE MONTH PERIOD ENDED MARCH 31, 2006

Results of Continuing Operations

NET  SALES.  Net sales  for the  three  months  ended  March 31,  2006 were $nil
compared to $5,000 for the three months ended March 31, 2005.

We expect to enhance our revenues  through the  consideration  of other business
opportunities.  There  can be no  assurances  we will be  able to  identify  any
business   opportunities  which  will  benefit  us.  These  are  forward-looking
statements, particularly as related to the business plans of the Company, within
the meaning of Section 27A of the Securities Act of 1933 and Sections 21E of the
Securities  Exchange  Act of 1934 and are subject to the safe harbor  created by
these sections.  Actual results may differ  materially from our expectations and
estimates.

EXPENSES.  Operating  expenses  for the three  months  ended March 31, 2006 were
$4,814  compared to $15,067 for the three months ended March 31, 2005. The major
expense item for the three months  ended March 31, 2006 was the  management  and
consulting  fees of $3,361,  as  compared to $3,000 for the three  months  ended
March 31, 2005. The professional  fees decreased by $6,024 to 2,000 in March 31,
2006 as compared to $8,024 in March 31, 2005.

PROVISION FOR INCOME TAXES. No tax provision was made for the three months ended
March 31, 2006.

Financial Condition and Liquidity

On March 31, 2006,  our net working  capital  deficit was  $149,762  compared to
$201,534 at December 31,  2005.  At March 31, 2006 the Company had cash and cash
equivalents  totaling  $1,391 compared to $6,765 at December 31, 2005. We are in
immediate  need of further  working  capital and are  considering  options  with
respect to financing in the form of debt, equity or a combination thereof.

Net cash used for operating activities for the three months ended March 31, 2006
was $5,374  compared to $1,390 at March 31, 2005.  The increase in cash used was
mainly due to faster turnover on payables.

Net cash used for investing activities for the three months ended March 31, 2006
was $0.

Net cash provided by financing  activities  for the three months ended March 31,
2006 was $0.

The Company's ability to continue as a going concern and fund operations through
the  remainder  of 2006 is  contingent  upon its ability to raise funds  through
equity or debt financing.



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<page>

PART I - FINANCIAL INFORMATION (cont'd)


Item 3.  CONTROLS AND PROCEDURES.

We maintain  disclosure controls and procedures that are designed to ensure that
information we are required to disclose in our  Securities  Exchange Act of 1934
reports is recorded, processed,  summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is accumulated
and  communicated to our management,  including its Chief Executive  Officer and
Chief Financial  Officer,  as appropriate,  to allow timely decisions  regarding
required disclosure.

Within 90 days prior to the date of this report,  our management  carried out an
evaluation,  under the supervision and with the participation of our management,
including  our Chief  Executive  Officer  and Chief  Financial  Officer,  of the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures pursuant to Exchange Act Rule 13a-14.  Based upon the foregoing,  our
Chief  Executive   Officer  and  Chief  Financial  Officer  concluded  that  our
disclosure  controls and procedures are effective in connection  with the filing
of this Quarterly Report on Form 10-QSB for the period ended March 31, 2006.

There were no significant  changes in our internal  controls or in other factors
that could  significantly  affect these controls subsequent to the date of their
evaluation,  including any significant  deficiencies  or material  weaknesses of
internal controls that would require corrective action.



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<page>

PART II--OTHER INFORMATION

Item 1. Legal Proceedings

None.


Item 2. Changes in Securities

None.

Item 3. Defaults upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

None.

Item 5. Other Information.

None.

Item 6. Exhibits and Reports on Form 8-K

Exhibit Number           Description
       31.1              302 Certification for the Chief Executive Officer
       31.2              302 Certification for the Chief Financial Officer
       32.1              906 Certification for the Chief Executive Officer
       32.2              906 Certification for the Chief Financial Officer


SIGNATURES

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

LEGALPLAY ENTERTAINMENT INC.
(Registrant)


/s/ Cecil Morris                                         Date: May 19, 2006
--------------------------------------
Cecil Morris
Director, President



/s/ John Page                                            Date: May 19, 2006
--------------------------------------
John Page
Director / Treasurer


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