U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





Form 10-QSB



(Mark One)



[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004

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

[_] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

OF 1934 FOR THE TRANSITION PERIOD FROM _________________ TO _______________



Commission file number 0-29 219

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LEGALPLAY ENTERTAINMENT INC.

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(Exact name of small business issuer as specified in its charter)



FLORIDA                                   98-0199508

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

(State or other jurisdiction of                   (I.R.S. Employer

incorporation or organization)                  Identification No.)



SUITE 630 1188 WEST GEOGRIA STREET



VANCOUVER

V6E 4A2

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

(Address of principal executive offices)                (Zip Code)



(604) 689-5998

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(Issuer's telephone number)



________________________________________________________________________________

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



Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes _X_ No

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Applicable only to issuers involved in bankruptcy proceedings during the preceding five years



Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.   Yes ____ No _____



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.  26,075,000 COMMON SHARES AS AT AUGUST 10, 2004.



Transitional Small Business Disclosure Format

(Check one):

Yes ____ No  X

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PART 1 - FINANCIAL INFORMATION



ITEM 1:  FINANCIAL STATEMENTS









LEGALPLAY ENTERTAINMENT INC.

Consolidated Financial Statements

June 30, 2004

(U.S. Dollars)

(Unaudited)







INDEX

Page



Consolidated Financial Statements





Consolidated Balance Sheets

1



Consolidated Statements of Operations

2



Consolidated Statements of Stockholders' Equity

3



Consolidated Statements of Cash Flows

4



Notes to Consolidated Financial Statements

5 - 8







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|LegalPlay Entertainment Inc.                                                                                                                                  |                         |                      
|------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------- | ---------------------
|Consolidated Balance Sheets                                                                                                                                   |                         |                      
|June 30, 2004 and December 31, 2003                                                                                                                           |                         |                      
|(U.S. Dollars)                                                                                                                                                |                         |                      
|(Unaudited)                                                                                                                                                   |                         |                      
|                                                                                                                                                              |                         |                      
|                                                                                                                                                              | June 30,                | December 31,         
|                                                                                                                                                              | 2004                    | 2003                 
|Assets                                                                                                                                                        |                         |                      
|                                                                                                                                                              |                         |                      
|Current                                                                                                                                                       |                         |                      
|Cash                                                                                                                                                          | $                 5,174 | $             209,517
|Accounts receivable                                                                                                                                           | 2,392                   | 2,965                
|Prepaid expenses                                                                                                                                              | 15,465                  | 25,741               
|Total Current Assets                                                                                                                                          | 23,031                  | 238,223              
|                                                                                                                                                              |                         |                      
|Property and Equipment                                                                                                                                        | 152,510                 | 203,884              
|Intangible Assets                                                                                                                                             | 205,001                 | 205,001              
|                                                                                                                                                              |                         |                      
|Total Assets                                                                                                                                                  | 380,542                 | 647,108              
|                                                                                                                                                              |                         |                      
|Liabilities                                                                                                                                                   |                         |                      
|                                                                                                                                                              |                         |                      
|Current                                                                                                                                                       |                         |                      
|Accounts payable and accrued liabilities                                                                                                                      | 83,915                  | 83,382               
|Due to a related party (note 3)                                                                                                                               | 18,090                  | -                    
|                                                                                                                                                              |                         |                      
|Total Liabilities                                                                                                                                             | 102,005                 | 83,382               
|                                                                                                                                                              |                         |                      
|Stockholders' Equity                                                                                                                                          |                         |                      
|                                                                                                                                                              |                         |                      
|Preferred Stock, $0.01 par value, 5,000,000 shares authorized, no shares issued and outstanding Common Stock and Paid-In Capital in Excess of $0.01 Par Value
|100,000,000 Shares authorized                                                                                                                                 |                         |                      
|26,075,000 (December 31, 2003 - 26,025,000)                                                                                                                   |                         |                      
|issued and outstanding                                                                                                                                        | 1,858,080               | 1,857,080            
|Treasury Stock, at cost - 27,000 shares                                                                                                                       | (6,881)                 | (6,881)              
|Subscriptions Received                                                                                                                                        | 6,000                   | -                    
|Other Comprehensive Income                                                                                                                                    | 18,981                  | 18,981               
|Deficit                                                                                                                                                       | (1,597,643)             | (1,305,454)          
|                                                                                                                                                              |                         |                      
|Total Stockholders' Equity                                                                                                                                    | 278,537                 | 563,726              
|                                                                                                                                                              |                         |                      
|Total Liabilities and Stockholders' Equity                                                                                                                    | $             380,542   | $             647,108









1

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|LegalPlay Entertainment Inc.                  |                           |                         |                     |                       
|--------------------------------------------- | ------------------------- | ----------------------- | ------------------- | ----------------------
|Consolidated Statements of Operations         |                           |                         |                     |                       
|(U.S. Dollars)                                |                           |                         |                     |                       
|(Unaudited)                                   |                           |                         |                     |                       
|                                              | Three Month Ended June 30 | Six Month Ended June 30
|                                              | 2004                      | 2003                    | 2004                | 2003                  
|                                              |                           |                         |                     |                       
|Revenues                                      |                           |                         |                     |                       
|Tournament Income                             | $            2,000        | $                    -  | $             6,352 | $                    -
|Total Revenues                                | 2,000                     | -                       | 6,352               | -                     
|                                              |                           |                         |                     |                       
|Cost of Good Sold                             | 12,399                    |                         | 44,084              |                       
|Gross Margin (loss)                           | (10,399)                  | -                       | (37,732)            | -                     
|                                              |                           |                         |                     |                       
|Expenses                                      |                           |                         |                     |                       
|Corporation promotion                         | 3,904                     | 26,354                  | 9,910               | 33,549                
|Amortization                                  | 20,625                    | 15,319                  | 43,036              | 21,815                
|Insurance                                     | 5,921                     | 7,396                   | 11,954              | 12,165                
|Management and Consultant fees                | 12,334                    | 93,068                  | 32,798              | 176,099               
|Office supplies and services                  | 5,180                     | 3,193                   | 16,116              | 21,035                
|Professional fees                             | 15,605                    | 59,476                  | 39,769              | 116,040               
|Rent                                          | 4,740                     | 3,520                   | 9,630               | 9,290                 
|Wages                                         | 30,134                    | 42,104                  | 82,556              | 84,247                
|Loss from assets disposition (note 4)         | 8,688                     | -                       | 8,688               | -                     
|Total Expenses                                | 107,131                   | 250,430                 | 254,457             | 474,240               
|                                              |                           |                         |                     |                       
|Income (Loss) before discontinued operations  | (117,530)                 | (250,430)               | (292,189)           | (474,240)             
|Income (Loss) from discontinued operations    | -                         | 377,080                 | -                   | 672,485               
|Net Income (Loss) Before Income Tax           | (117,530)                 | 126,650                 | (292,189)           | 198,245               
|                                              |                           |                         |                     |                       
|Income Tax                                    | -                         | -                       | -                   | 89,210                
|Reduction of Income Tax on Loss Carry forward |                           |                         |                    
|Application                                   | -                         | -                       | -                   | (89,210)              
|                                              |                           |                         |                     |                       
|Net Income (Loss) for the period              | (117,530)                 | 126,650                 | (292,189)           | 198,245               
|                                              |                           |                         |                     |                       
|Weighted Average Number of                    |                           |                         |                     |                       
|Common Shares Outstanding                     | 26,075,000                | 23,191,484              | 26,065,797          | 20,846,271            
|Dilutive effect of options                    | 1,115,000                 | 1,458,571               | 1,098,380           | 1,437,735             
|                                              |                           |                         |                     |                       
|Weighted Average Number of Shares             |                           |                         |                     |                       
|Outstanding Assuming Full Dilution            | 27,190,000                | 24,650,055              | 27,164,177          | 22,284,006            
|                                              |                           |                         |                     |                       
|Basic Earnings (Loss) Per Share               |                           |                         |                     |                       
|Continuing operations                         | (0.00)                    | (0.01)                  | (0.01)              | (0.02)                
|Discontinued operations                       | -                         | 0.02                    | -                   | 0.03                  
|                                              |                           |                         |                     |                       
|Basic Earnings (Loss) Per Share               | (0.00)                    | 0.01                    | (0.01)              | 0.01                  
|                                              |                           |                         |                     |                       
|Diluted Earnings (Loss) Per Share             |                           |                         |                     |                       
|Continuing operations                         | (0.00)                    | (0.01)                  | (0.01)              | (0.02)                
|Discontinued operations                       | -                         | 0.02                    | -                   | 0.03                  
|                                              |                           |                         |                     |                       
|Diluted Earnings (Loss) Per Share             | $            (0.00)       | $               0.01    | $            (0.01) | $               0.01  



2





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|LegalPlay Entertainment Inc.                    |                                        |                                       
|----------------------------------------------- | -------------------------------------- | --------------------------------------
|Consolidated Statements of Stockholders' Equity
|Six Month Ended June 30, 2004                   |                                        |                                       
|(U.S. Dollars)                                  |                                        |                                       
|(Unaudited)                                     |                                        |                                       
|                                                | June 30                               
|                                                | 2004                                   | 2003                                  
|                                                |                                        |                                       
|Shares of Common Stock Issued                   |                                        |                                       
|Balance, beginning of period                    | 26,025,000                             | 17,175,000                            
|Issued for:                                     |                                        |                                       
|Acquisition of intangible assets                | -                                      | 6,000,000                             
|Consulting & Management Services                | -                                      | 2,250,000                             
|Cash on exercise of options                     | 50,000                                 | -                                     
|Balance, end of period                          | 26,075,000                             | 25,425,000                            
|                                                |                                        |                                       
|Common Stock and Paid-in Capital in             |                                        |                                       
|Excess of $0.01 Par Value                       |                                        |                                       
|Balance, beginning of period                    | $                  1,857,080           | $                  1,624,155          
|Issued for:                                     |                                        |                                       
|Acquisition of intangible assets                | -                                      | 159,000                               
|Consulting & Management Services                | -                                      | 50,125                                
|Stock option benefit                            | -                                      | 1,300                                 
|Cash on exercise of options                     | 1,000                                  | -                                     
|Balance, end of period                          | $                  1,858,080           | $                  1,834,580          
|                                                |                                        |                                       
|Treasury Stock                                  |                                        |                                       
|Balance, beginning and end of period            | $       
                      (6,881) | $     
                        (6,881)
|                                                |                                        |                                       
|Subscriptions Received                          |                                        |                                       
|Balance, beginning of period                    | $                                -     | $                       32,480        
|Subscriptions received                          | 6,000                                  | -                                     
|Balance, end of period                          | $                         6,000        | $                       32,480        
|                                                |                                        |                                       
|Other Comprehensive Income                      |                                        |                                       
|Balance, beginning of period                    | $                       18,981         | $                       17,229        
|Foreign currency translation gain               | -                                      | 18,254                                
|Balance, end of period                          | $                       18,981         | $                       35,483        
|                                                |                                        |                                       
|Deficit                                         |                                       
|Balance, beginning of period                    | $        
              (1,305,454)    | $        
                 (697,824)  
|Net income (loss) for period                    | (292,189)                              | 198,245                               
|Balance, end of period                          | $     
                 (1,597,643)    | $             
            (499,579)  
|                                                |                                        |                                       
|Total Stockholders' Equity                      | $     
                     278,537    | $   
                    1,396,083    



3



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|LegalPlay Entertainment Inc.                        |                      |            
|--------------------------------------------------- | -------------------- | -----------
|Consolidated Statements of Cash Flows               |                      |            
|Six Month Ended June 30, 2004                       |                      |            
|(U.S. Dollars)                                      |                      |            
|(Unaudited)                                         |                     
|                                                    | June 30             
|                                                    | 2004                 | 2003       
|Operating Activities                                |                      |            
|Net income (loss)                                   | $       (292,189)    | $   198,245
|Adjustments to reconcile net                        |                      |            
|income (loss) to net cash provided by               |                      |            
|(used in) operating activities                      |                      |            
|                                                    |                      |            
|Items not involving cash:                           |                      |            
|Loss from asset disposition                         | 8,688                | -          
|Non cash payment for service                        | 6,000                | 62,586     
|Amortization                                        | 43,036               | 32,283     
|Stock based compensation                            | -                    | 1,300      
|                                                    |                      |            
|Changes in non-cash working capital:                |                      |            
|Accounts Receivable                                 | 573                  | 7,307      
|Prepaid Expenses and Deposits                       | 10,276               | (11,928)   
|Accounts Payable and Accrued liabilities            | 533                  | (172)      
|Related to discontinued operations                  | -                    | (11,396)   
|Net Cash Provided by (Used in) Operating Activities | (223,083)            | 278,225    
|                                                    |                      |            
|Investing Activities                                |                      |            
|Purchase of intangible assets                       | -                    | (50,660)   
|Cash Proceeds from assets disposition               | 5,460                | -          
|Purchase of property and equipment                  | (5,810)              | (51,849)   
|Net Cash Provided by (Used in) Investing Activities | (350)                | (102,509)  
|                                                    |                      |            
|Financing Activities                                |                      |            
|Cash Proceeds from issuance of common stock         | 1,000                | -          
|Advance from related party (note 3)                 | 18,090               | -          
|Net Cash Provided by Financing Activities           | 19,090               | -          
|                                                    |                      |            
|Effect of Exchange Rate Changes on Cash             | -                    | 3,822      
|                                                    |                      |            
|Inflow (outflow) of Cash                            | (204,343)            | 179,538    
|Cash, Beginning of Period                           | 209,517              | 458,650    
|                                                    |                      |            
|Cash, End of Period                                 | $              5,174 | $   638,188
|                                                    |                      |            
|Supplemental Disclosure of Non-Cash Transactions    |                      |            
|Assets received for shares issued                   |                      | 159,000    





4



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LEGALPLAY ENTERTAINMENT INC.

Notes to Consolidated Financial Statements

Three Month Period Ended June 30, 2004

(U.S. Dollars)

(Unaudited)









1.

BASIS OF PRESENTATION



These unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America for interim financial information.  These financial statements are condensed and do not include all disclosures required for annual financial statements.  The organization and business of the Company, accounting policies followed by the Company and other information are contained in the notes to the Company's audited consolidated financial statements filed as part of the Company's December 31, 2003 Form 10KSB.

In the opinion of the Company's management, these financial statements reflect all adjustments necessary to present fairly the Company's consolidated financial position as at June 30, 2004 and the consolidated results of operations and the consolidated cash flows for the three months and six months ended June 30, 2004 and 2003.  The results of operations for the three months and six months ended June 30, 2004 are not necessarily indicative of the results to be expected for the entire fiscal year.





2.

GOING CONCERN

These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America on a going-concern basis.  This presumes funds will be available to finance on-going development, operations and capital expenditures and the realization of assets and the payment of liabilities in the normal course of operations for the foreseeable future.  Management intends to raise additional capital through share issuance to finance operations and invest in other business opportunities.

The Company has a working capital deficit of $78,974 at June 30, 2004, minimal other capital resources presently available to meet obligations which normally can be expected to be incurred by similar companies and has accumulated loss of $292,189 for the six months ended June 30, 2004.

The outcome of the above matters cannot be predicted.  These financial statements do not give effect to any adjustments to the amounts and classification of assets and liabilities which might be necessary should the Company be unable to continue as a going concern.

These factors raise substantial doubt about the Companys ability to continue as a going-concern which is dependent on the Companys ability to obtain and maintain an appropriate level of financing on a timely basis and to achieve sufficient cash flows to cover obligations and expenses.



5





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LEGALPLAY ENTERTAINMENT INC.

Notes to Consolidated Financial Statements

Three Month Period Ended June 30, 2004

(U.S. Dollars)

(Unaudited)







3.

DUE TO RELATED PARTY

The amounts owing to the President of the Company and a company under his control for organizational expenses paid on behalf of the Company with 5% interest, unsecured due in three months.



4.

LOSS FROM DISPOSITION OF ASSETS

On June 11th 2004, the Company entered into a purchase and sale agreement with PokerSoft Coroporation A.V.V. to sell computer equipment for $7,500 Canadian Dollars.  The Company recorded a loss for the equipment disposition of $8,688 in this second quarter.



5.

STOCKHOLDERS EQUITY



(a)

Pursuant to a directors' resolution dated January 7, 2004, 605,000 options with an exercise price of $0.11 was awarded to the officers and employees of the Company.







(b)

The following table summarizes the Companys stock option activity for the period:



Number of SharesWeighted Average Exercise PriceBalance, December 31, 2003960,000$              0.02Expired during the period(400,000)$           (0.02)Granted during the period605,000$              0.11Stock option exercised(50,000)$           (0.02)Balance, June 30, 20041,115,000$              0.07




6





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LEGALPLAY ENTERTAINMENT INC.

Notes to Consolidated Financial Statements

Three Month Period Ended June 30, 2004

(U.S. Dollars)

(Unaudited)







5.

STOCKHOLDERS EQUITY(Continued)

(c)

The following summarizes the options outstanding and exercisable at June 30, 2004 all of which were fully vested at these dates:



Expiry DateExercise PriceNumber of OptionsUnlimited$0.02510,000January 7, 2006$0.11605,0001,115,000








(d)

The Company applies APB Opinion No. 25 and related interpretations in accounting for its stock options granted to employees, and accordingly, compensation expense of $Nil was recognized as wages expense. Had compensation expense been determined as provided in SFAS 123 using the Black-Scholes option pricing model,  the pro-forma effect on the Companys net income and per share amounts would have been as follows:





Net loss, as reported$         (292,189)Addback:Stock compensation under intrinsic value method0Deduct:Stock compensation under fair value method(53,966)Net (loss), pro-forma$          (346,155)Net (loss) per share, as reported$               (0.01)Addback:Stock compensation under intrinsic value method0Deduct:Stock compensation under fair value method(0.00)Net (loss) per share, pro-forma$               (0.01)




7







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LEGALPLAY ENTERTAINMENT INC.

Notes to Consolidated Financial Statements

Three Month Period Ended June 30, 2004

(U.S. Dollars)

(Unaudited)









5.

STOCKHOLDERS EQUITY(Continued)

The fair value of each option grant is calculated using the following weighted average assumption:

Expected life (years)2Interest rate4%Volatility182.57%Dividend Yield0.00%




6.

CONTINGENT LIABILITIES



(a)

At present, the sale of Internet gaming software/licenses is unregulated.  As the Internet grows in popularity and use, it is possible that certain laws and regulations will be adopted, which may materially affect the Company's ongoing operations.



(b)

The Company is a plaintiff in a lawsuit initiated by Uninet Technologies, the master licensee, against Ala Corp., the owner of the Poker.com URL/Domain name.  The master licensee sold a sublicense to the Company, granting it the exclusive use of the URL/Domain name for a period of 99 years.  The owner of the URL/Domain name is accused of wrongfully breaching the license agreement by assigning the URL/Domain name to a different company.

Our focus to return the rightful use of the domain Poker.com remains and we are continuing with the process to select a mutually acceptable arbitrator panel. Our ability to continue the legal proceedings will largely depend on our financial condition with respect to working capital.

The domain dispute may have a negative impact on the Company's ability to market itself based on the domain www.poker.com and may not be able to achieve the corresponding revenues from the license agreement with Antico Holdings S.A. (Antico) for the use of the domain.  Additionally, the Company may be subject to damages in relation to the domain dispute, which may impact the ability of the Company to collect the outstanding Antico receivable.

The Company may be responsible for damages in relation to the dispute in respect of the license agreement with Antico and may not be able to fully collect the outstanding receivable of $591,000.   The Company applied applicable allowance for this outstanding receivable in 2003.







8





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ITEM 2:  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS





OVERVIEW



During the second quarter of 2004, we continued to operate the Skill Poker system and launched a new product, a horse racing prediction software known as DailyHorse.com.



We continued to operate our business through our three subsidiary companies: Casino Marketing S.A., a Costa Rican registered company which performs technical management for our licensees; 564448 BC Ltd., a British Columbia registered company which performs administrative management services to LegalPlay Entertainment Inc , Casino Marketing; and  Skill Poker.com Inc., a Washington state registered company incorporated January 29, 2003, through which the patent pending Skill Poker system  was developed and through which the Skill Poker system is operated.



In the past three months, we focused our resources on our patent pending technology in relation to the game of Skill Poker and the development of the DailyHorse product. We have been operating the two sites and will continue in our efforts to market the systems.



In the first quarter, we announced a potential transaction involving the acquisition of a Nevada based corporation known as GamblingVision Group Inc. GamblingVision owns a worldwide license to a UK based technology which permits the manipulation of digital video to become fully interactive online. On April 1, 2004, we announced we would not be proceeding with the transaction.



Given the nature of the legislative climate in the United States with respect to the regulation or prohibition of online gaming through such potential laws as the Kyl Bill and the Bacchus Bill, management has been of the opinion that skill based gaming has the potential to become a significant market to online gaming. During the course of the second quarter, it became apparent that regulation of online gaming is something which may be difficult to achieve and little progress has been made with respect to banning offshore operators from accepting citizens of the U.S. as customers. This has negatively impacted our business model to the extent that during the second quarter we began reevaluating our business and announced on May 31, 2004 that we would be considering other business opportunities such as precious metals exploration and will be seeking potential purchasers of the Skill Poker system which would include the intellectual property, software licenses and trademarks related to Skill Poker. There can be no assurance we will be successful at identifying a mining property or other opportunity suitable for our business nor can there be assurances that we will conclude a transaction relating to the sale of the Skill Poker subsidiary and related assets.



During the second quarter, we also announced that our common shares have been listed on the Berlin Stock Exchange.



The litigation in relation to the domain name dispute relating to Poker.com continued during the second quarter.



Our future revenues are dependent on concluding a transaction suitable for us to continue as a going concern and which brings an immediate source of working capital through debt, equity or a combination thereof.



Our mandate for the foreseeable future is to find a suitable opportunity for us to continue as a viable business and to identify suitable candidates for the acquisition of our Skill Poker subsidiary.



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, and may also consider disposing of assets as a method through which to raise additional working capital.





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.  Our significant accounting policies are described in the footnotes to our financial statements at December 31, 2003.  The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 it 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.







SIX-MONTH PERIOD ENDED JUNE 30, 2004



Page
1





RESULTS OF CONTINUING OPERATIONS



The following table sets forth for the periods indicated selected information from LegalPlay Entertainment Inc.'s consolidated financial statements of operations:



Three MonthsThree MonthsSix MonthsSix MonthsEnded June 30Ended June  30Ended June  30Ended June 302004200320042003Tournament Income$              2,000$                   -$              6,352$                      -Expenses107,131250,430254,457474,240Income (Loss) before  discontinued operations(117,530)(250,430)(292,189)(474,240)Income (Loss) from discontinued operations-377,080-672,485Net Income  (loss) during the period$       (117,530)$       126,650$       (292,189)$          198,245








RESULTS OF CONTINUING OPERATIONS



NET SALES. Net sales for the six months ended June 30, 2004 were $6,352 compared to $0 for the six months ended June 30, 2003.  This results from tournament fees which became activities in fourth quarter of 2003.



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 our 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 six months ended June 30, 2004 were $254,457 compared to $474,240 at June 30, 2003.  The major expense items for the six months ended June 30, 2004 were for wages for $82,556, as compared to $84,247 for the six months ended June 30, 2003.

.

PROVISION FOR INCOME TAXES. No tax provision was made for the three and six months ended June 30, 2004.





FINANCIAL CONDITION AND LIQUIDITY



On June 30, 2004, our net working capital deficit was $78,974 compared to a net working capital of $154,841 at December 31, 2003. At June 30, 2004 the Company had cash and cash equivalents totaling $5,174 compared to $209,517 at December 31, 2003.  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, and may also consider disposing of assets as a method through which to raise additional working capital.



Net cash used for operating activities for the six months ended June 30, 2004 was $204,993.  The decrease in cash was mainly due to developing and marketing the Skill Poker system,legal fees relating to the URL dispute and general office operations.



Net cash used for investing activities for the six months ended June 30, 2004 was $350 for the acquisition of the computer and disposition of assets for the Skill Poker.



Net cash provided by financing activities for six months ended June 30, 2004 was $1,000.  The increase resulted from stock options exercised.



Item 3. Controls and Procedures.



i).

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 91 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 June 30, 2004.



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ii).

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.



PART II--OTHER INFORMATION



Item 1. Legal Proceedings



On December 6, 2002, the domain www.poker.com was re-directed without our consent or knowledge by Ala Corp., a company registered under the laws of Antigua and whose principal is Liz Bryce of Vancouver, British Columbia, Canada.  The domain was originally licensed from Ala Corp. to UniNet Technologies Inc. in 1999.   UniNet immediately sub-licensed the domain to us.  In turn, we sub-licensed the domain to Antico Holdings S.A. of Costa Rica for the operating casino and/or card rooms.  We retained all other rights to the domain name including developing the web site as a portal, marketing casinos and card rooms and other gaming software.



Liz Bryce, through Ala Corp., owns 1,297,900 shares of our common stock or 4.98% of our issued and outstanding common stock.  In addition, Ms. Bryces parents collectively own 1,105,500 shares or 4.24% of our common stock.  Ms. Bryce, together with her parents, owns directly and indirectly, a total of 2,403,400 shares or 9.23% of our common stock.



Although contemplated in the agreements between Ala Corp. and Uninet and between Uninet and us, Ala Corp. failed to provide Uninet or us with any notice that it was redirecting the domain.  As such, we were unaware of any allegations of contractual breach and management is of the opinion that all obligations as set forth by the terms and conditions of the agreements have been fulfilled and we are not aware of any reason for this dispute.



We have agreed with Uninet to jointly pursue all legal avenues available to retain the exclusive right to use the www.poker.com and to enforce the provisions of the agreement between Ala Corp. and Uninet.



After the domain was redirected, Ala Corp. transferred the registered owner of the domain to Communications Services Inc., a company registered in Western Samoa and the registrar was changed from California based Verisign Inc. to Australia based Fabulous.com.

Together with Uninet, we applied to The Internet Corporation for Assigned Names and Numbers (ICANN), a governing body which oversees domain registration and use issues, for the purpose of obtaining a decision on the basis of the wrongful redirection of www.poker.com.   ICANN, however, ruled on January 21, 2003 that since the domain is now registered in the name of Communication Services Inc., it could only decide on a dispute between Ala Corp., the previous registered owner of the domain and Communications Services Inc.  Together with Uninet, we did not have any standing to apply for relief with ICANN since neither of us were ever the registered owner of the domain name.

On February 28, 2003, together with Uninet, we sued Communication Services Inc. in the Supreme Court of British Columbia, Canada for a declaration that as a successor and assignee of Ala Corp., Communications is a trustee of the domain name for the benefit of Uninet and us; an accounting for profits earned by Communication through the wrongful use of the domain name; a declaration that Ala and Communication are bound by the License Agreement between Ala and Uninet; a declaration that Uninet and us are entitled to the exclusive use of the domain name.

In addition, together with Uninet, we are presently proceeding to arbitration (in accordance with the terms and conditions of the agreement) with Ala Corp. in Vancouver, British Columbia, Canada to assert Uninet and our rights under the agreements.   We are in the process with Ala Corp. at selecting a mutually acceptable arbitrator.

In the meantime, together with Uninet, we requested and the current registrar, Fabulous.com to impose a lock on the domain pending outcome of the Supreme Court action and the arbitration which means the domain cannot be transferred to either another owner or to another registrar.

As mentioned above, we sub-licensed the domain name to Antico Holdings SA of Costa Rica to use the domain for operating casinos and/or card rooms.  Antico has notified us that it has ceased all payments of royalties payable to us pending resolution to the dispute over the right to use the domain. It is anticipated that Antico will allege that we are responsible for damages incurred by Antico as a result of the dispute.  We intend to defend any claims and will appropriately claim similarly against Uninet Technologies Inc., Ala Corp. and Communications Services Inc.



Our focus to return the rightful use of the domain Poker.com remains and we are continuing with the process to select a mutually acceptable arbitrator panel. Our ability to continue the legal proceedings will largely depend on our financial condition with respect to working capital.



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To the knowledge of management, no federal, state or local governmental agency is presently contemplating any proceedings against us.  Other than as described above, no director, executive officer or affiliate thereof or owner of record or beneficially of more than five percent of our common stock is a party adverse to or has a material interest adverse to us in any proceeding.



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.



Item 6. Exhibits and Reports on Form 8-K



|Exhibit | Description                                                                                                                                                                                                     
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2.1*    | On January 23, 2004,  we filed an 8K announcing the company has entered into a letter of intent with GamblingVision Group Inc.                                                                                  
|2.2*    | On April 5, 2004, we filed an 8K announcing a positive result on DailyHorse.com horse racing prediction / analysis software. We also announced the termination of our discussions with GamblingVision Group Inc.
|2.3*    | On June 4, 2004, we filed an 8K announcing the company new strategy with a focus on precious metals exploration, seeks alternatives for gaming assets.                                                          
|32.1    | Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002 for Mark Glusing, President and Acting Chief Financial Officer of the Company            

* Previously filed with the SEC.



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

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)



Date August 16, 2004                     /s/ M. Glusing

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

(Signature)* President



Date __________       _____________________________

(Signature)*

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



* Print the name and title of each signing officer under his signatures.

Form 10-QSB



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SECTION 302 CERTIFICATION





I,  Mark Glusing certify  that:



1.   I have reviewed this quarterly report on Form 10-QSB of LegalPlay Entertainment Inc;



2.   Based on my knowledge, this quarterly report does not contain any untrue

statement of a material fact or omit to state a material fact necessary to

make the statements made, in light of the circumstances under which such

statements were made, not misleading with respect to the period covered by

this quarterly report;



3.   Based on my knowledge, the financial statements, and other financial

information included in this quarterly report, fairly present in all

material respects the financial condition, results of operations and cash

flows of the registrant as of, and for, the periods presented in this

report;



4.   The registrants and I are responsible for establishing and maintaining

disclosure controls and procedures (as defined in Exchange Act Rules

13a-14 and 15d-14) for the registrant and have:



a)   designed such disclosure controls and procedures to ensure that

material information relating to the registrant, including its

consolidated subsidiaries, is made known to us by others within those

entities, particularly during the period in which this quarterly

report is being prepared;

b)   evaluated the effectiveness of the registrant's disclosure controls

and procedures as of a date within 91 days prior to the filing date of

this quarterly report (the "Evaluation Date"); and

c)   presented in this quarterly report our conclusions about the

effectiveness of the disclosure controls and procedures based on our

evaluation as of the Evaluation Date;



5.   The registrants and I have disclosed, based on our most recent evaluation,

to the registrant's auditors and the audit committee of registrant's board of

directors (or persons performing the equivalent function):



a)   all significant deficiencies in the design or operation of internal

controls which could adversely affect the registrant's ability to

record, process, summarize and report financial data and have

identified for the registrant's auditors any material weaknesses in

internal controls; and

b)   any fraud, whether or not material, that involves management or other

employees who have a significant role in the registrant's internal

controls; and



6.   The registrants and I have indicated in this quarterly report whether there

was significant changes in internal controls or in other factors that could

significantly affect internal controls subsequent to the date of our most

recent evaluation, including any corrective actions with regard to significant

deficiencies and material weaknesses.



Date: August 16, 2004

/s/Mark Glusing



President & Acting CFO







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Exhibit
32.1

CERTIFICATION
PURSUANT TO

18
U.S.C. 1350,

AS
ADOPTED PURSUANT TO

SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002



In
 connection  with the quarterly report of LegalPlay Entertainment Inc.
on form 10-Q for the period  ended  June 30, 2004 as  filed
 with  the  Securities  and Exchange Commission on the date
hereof (the "Report"), I, Mark Glusing, President and Acting Chief
Financial Officer of the Company, certify, pursuant to 18 U.S.C. 1350, as
adopted  pursuant  to  section  906  of  the
 Sarbanes-Oxley  Act of 2002, that:



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

and

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



/s/Mark
Glusing

Mark
Glusing

President,
Acting CFO, August 16, 2004