UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                 FORM 10-QSB / A


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

     For the quarterly period ended:  MARCH 31, 2005

[_]  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 201, 1166 Alberni Street                       V6E 3Z3
 Vancouver, British Columbia, Canada
-------------------------------------      -------------------------------------
   (Address of principal executive                      (Zip Code)
              offices)


      Issuer's telephone number                        (778) 863-2961
        (including area code)
                                      ------



-------------------------------------      -------------------------------------
  (Former name, former address and                      (Zip Code)
   former fiscal 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  [_]     No  [X]


          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.  34,075,000 COMMON SHARES AS AT
NOVEMBER 21, 2005.


Transitional Small Business Disclosure Format:

Yes  [_]     No  [X]

(Check one)


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                                                                          Page 2
<PAGE>
<TABLE>
<CAPTION>
                          LEGALPLAY ENTERTAINMENT INC.

                                   FORM 10-QSB



<S>                                                                        <C>
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-9

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

ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION . .    12

ITEM 3.     CONTROLS AND PROCEDURES . . . . . . . . . . . . . . . . . . .    14


PART II - OTHER INFORMATION


ITEM 1.     LEGAL PROCEEDINGS . . . . . . . . . . . . . . . . . . . . . .    15

ITEM 2.     UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS .    16

ITEM 3.     DEFAULTS UPON SENIOR SECURITIES . . . . . . . . . . . . . . .    16

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS . . . . .    16

ITEM 5.     OTHER INFORMATION . . . . . . . . . . . . . . . . . . . . . .    16

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K. . . . . . . . . . . . . . .    17
</TABLE>


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                                                                          Page 3
<PAGE>


                          LEGALPLAY ENTERTAINMENT INC.

                          (A Development Stage Company)

                    CONSOLIDATED INTERIM FINANCIAL STATEMENTS

                                 March 31, 2005

                             (Stated in US Dollars)

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


--------------------------------------------------------------------------------
                                                                          Page 4
<PAGE>
<TABLE>
<CAPTION>
                                   LEGALPLAY ENTERTAINMENT INC.
                                   (A Development Stage Company)
                                CONSOLIDATED INTERIM BALANCE SHEETS
                               March 31, 2005 and December 31, 2004
                                      (Stated in US Dollars)
                                            (Unaudited)
                                             ---------

                                                                       March 31,     December 31,
                                     ASSETS                              2005            2004
                                     ------                         --------------  --------------

                                                                     December 31,    December 31,
<S>                                                                 <C>             <C>
Current
  Cash                                                              $       3,780   $          78
  Amounts receivable - Note 4                                              44,445          44,816
  Prepaid expenses and deposits                                                 -           3,074
                                                                    --------------  --------------

                                                                           48,225          47,968
Intangible assets and licence agreements                                        2               3
                                                                    --------------  --------------

                                                                    $      48,227   $      47,971
                                                                    ==============  ==============

LIABILITIES
-----------

Current
  Accounts payable and accrued liabilities                          $     184,205   $     174,345
  Notes payable - Note 4                                                   29,042          29,042
                                                                    --------------  --------------

                                                                          213,247         203,387
                                                                    --------------  --------------

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
      33,175,000 (2004: 33,175,000) shares issued and outstanding         331,750         331,750
Additional paid-in capital                                              1,601,790       1,601,790
Treasury stock, at cost, 27,000 shares (2004: 27,000)                      (6,881)         (6,881)
Accumulated other comprehensive income                                     18,008          18,743
Deficit                                                                (1,305,454)     (1,305,454)
Deficit accumulated during the development stage                         (804,233)       (795,364)
                                                                    --------------  --------------

                                                                         (165,020)       (155,416)
                                                                    --------------  --------------

                                                                    $      48,227   $      47,971
                                                                    ==============  ==============
</TABLE>


--------------------------------------------------------------------------------
                             SEE ACCOMPANYING NOTES                     Page F-5
<PAGE>
<TABLE>
<CAPTION>
                                      LEGALPLAY ENTERTAINMENT INC.
                                      (A Development Stage Company)
                              CONSOLIDATED INTERIM STATEMENTS OF OPERATIONS
                         for the three months ended March 31, 2005 and 2004 and
            for the period from January 1, 2004 (Date of Inception of the Development Stage)
                                            to March 31, 2005
                                         (Stated in US Dollars)
                                               (Unaudited)
                                                ---------


                                                                                          January 1,
                                                                                        2004 (Date of
                                                                                       Inception of the
                                                                                         Development
                                                       Three months ended                 Stage) to
                                                            March 31,                      March 31,
                                                     2005                2004                2005
                                              ------------------  ------------------  ------------------
<S>                                           <C>                 <C>                 <C>
General and Administrative Expenses
  Amortization                                $               -   $          22,411   $          84,128
  Corporation promotion                                       -               6,006              13,852
  Insurance                                                   -               6,033              15,901
  Management and consultant fees - Note 3                 3,000              20,464              81,237
  Office supplies and services                            2,202              10,935              31,567
  Professional fees                                       8,024              24,164             157,011
  Rent                                                      642               4,891              14,018
  Royalties, software and advertising                         -              31,685              69,251
  Wages - Note 3                                              -              52,422              84,258
                                              ------------------  ------------------  ------------------

Loss before other items                                 (13,868)           (179,011)           (551,223)

Other items
  Incidental revenue                                      5,000               4,352              10,874
  Loss on disposition of equipment                            -                   -            (120,106)
  Write-down of intangible assets                            (1)                  -            (204,999)
  Write-off of notes payable                                  -                   -              16,776
  Gain on settlement of lawsuit                               -                   -              44,445
                                              ------------------  ------------------  ------------------

Net loss for the period                       $          (8,869)  $        (174,659)  $        (804,233)
                                              ==================  ==================  ==================

Loss per share                                $               -   $           (0.01)
                                              ==================  ==================

Diluted loss per share                        $               -   $           (0.00)
                                              ==================  ==================

Weighted average number of share outstanding         33,175,000          26,056,594
                                              ==================  ==================
</TABLE>


--------------------------------------------------------------------------------
                             SEE ACCOMPANYING NOTES                     Page F-6
<PAGE>
<TABLE>
<CAPTION>
                                          LEGALPLAY ENTERTAINMENT INC.
                                         (A Development Stage Company)
                                 CONSOLIDATED INTERIM STATEMENTS OF CASH FLOWS
                             for the three months ended March 31, 2005 and 2004 and
                for the period from January 1, 2004 (Date of Inception of the Development Stage)
                                               to March 31, 2005
                                             (Stated in US Dollars)
                                                  (Unaudited)
                                                   ---------

                                                                                                 January 1,
                                                                                               2004 (Date of
                                                                                              Inception of the
                                                                                                 Development
                                                                Three months ended                Stage) to
                                                                     March 31,                    March 31,
                                                             2005                2004               2005
                                                     ------------------  ------------------  ------------------
<S>                                                  <C>                 <C>                 <C>
Operating Activities
  Net loss for the period                            $          (8,869)  $        (174,659)  $        (804,233)
  Add (deduct) items not affecting cash:
    Amortization                                                     -              22,411              84,128
    Issuance of common stock for services                            -               6,000               1,000
    Stock-based compensation                                         -                   -               4,460
    Loss on disposition of equipment                                 -                   -             120,106
    Write-down of intangible assets                                  1                   -             204,999
    Write-off of notes payable                                       -                   -             (16,776)
    Gain on settlement of lawsuit                                    -                   -             (44,445)
  Changes in non-cash working capital items:
    Amounts receivable                                             371                (660)              2,965
    Prepaid expenses and deposits                                3,074              (5,148)             25,741
    Accounts payable and accrued liabilities                     9,860             (17,602)            100,823
                                                     ------------------  ------------------  ------------------

Net cash provided by (used in) operating activities              4,437            (169,658)           (321,232)
                                                     ------------------  ------------------  ------------------

Investing Activities
  Cash proceeds from assets disposition                              -                   -               5,458
  Purchase of equipment                                              -              (5,809)             (5,808)
                                                     ------------------  ------------------  ------------------

Net cash used in investing activities                                -              (5,809)               (350)
                                                     ------------------  ------------------  ------------------

                                                                                                        /cont'd
</TABLE>


--------------------------------------------------------------------------------
                             SEE ACCOMPANYING NOTES                     Page F-7
<PAGE>
<TABLE>
<CAPTION>
                                                                                                      Continued

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

                                                                                                 January 1,
                                                                                               2004 (Date of
                                                                                             Inception of the
                                                                                                Development
                                                              Three months ended                 Stage) to
                                                                   March 31,                     March 31,
                                                           2005                2004                2005
                                                    ------------------  ------------------  ------------------
<S>                                                 <C>                 <C>                 <C>
Financing Activities
  Notes payable                                                     -                   -             115,818
  Cash proceeds from issuance of common stock                       -               1,000               1,000
                                                    ------------------  ------------------  ------------------

Net cash provided by financing activities                           -               1,000             116,818
                                                    ------------------  ------------------  ------------------

Effect of exchange rate changes on cash                          (735)                  -                (973)
                                                    ------------------  ------------------  ------------------

Increase (decrease) in cash                                     3,702            (174,467)  $        (205,737)

Cash, beginning of the period                                      78             209,517             209,517
                                                    ------------------  ------------------  ------------------

Cash, end of the period                             $           3,780   $          35,050   $           3,780
                                                    ==================  ==================  ==================

Supplemental disclosure of cash flow information:
  Cash paid for:
    Interest                                        $               -   $               -   $               -
                                                    ==================  ==================  ==================

    Income taxes (recovery)                         $               -   $               -   $          (3,934)
                                                    ==================  ==================  ==================
</TABLE>


--------------------------------------------------------------------------------
                            SEE ACCOMPANYING NOTES                      Page F-8
<PAGE>
<TABLE>
<CAPTION>
                                             LEGALPLAY ENTERTAINMENT INC.
                                            (A Development Stage Company)
                         CONSOLIDATED INTERIM STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
                                         for the period ended March 31, 2005
                                                (Stated in US Dollars)
                                                     (Unaudited)
                                                      ---------

                                              Common Shares             Additional
                                      -----------------------------      Paid-in        Treasury       Subscriptions
                                          Number        Par Value        Capital          Stock          Received
                                      -------------  --------------  --------------  ---------------  ---------------

<S>                                   <C>            <C>             <C>             <C>              <C>
Balance at December 31, 2002             17,175,000  $      171,750  $    1,452,405  $       (6,881)  $       32,480
Net loss                                          -               -               -               -                -
Foreign currency translation
  adjustment                                      -               -               -               -                -
Stock-based compensation                          -               -          11,800               -                -
Cancellation of agreement                         -               -               -               -          (32,480)
Shares issued for cash on exercise
  of options                                600,000           6,000           6,000               -                -
Shares issued for consulting
  services                                2,250,000          22,500          27,625               -                -
Shares issued for intangible assets       3,000,000          30,000          75,000               -                -
Shares issued for software                3,000,000          30,000          24,000               -                -
                                      -------------  --------------  --------------  ---------------  ---------------

Balance at December 31, 2003             26,025,000         260,250       1,596,830          (6,881)               -
Net loss for the year                             -               -               -               -                -
Foreign currency translation
  adjustment                                      -               -               -               -                -
Stock-based compensation                          -               -           4,460               -                -
Shares issued for cash on exercise
  of options                                 50,000             500             500               -                -
Shares issued for debt                    7,000,000          70,000               -               -                -
Shares issued for accepting the
  position of director and president        100,000           1,000               -               -                -
                                      -------------  --------------  --------------  ---------------  ---------------

Balance at December 31, 2004             33,175,000         331,750       1,601,790          (6,881)               -
Net loss for the period                           -               -               -               -                -
Foreign currency translation
  adjustment                                      -               -               -               -                -
                                      -------------  --------------  --------------  ---------------  ---------------

Balance at March 31, 2005                33,175,000  $      331,750  $    1,601,790  $       (6,881)  $            -
                                      =============  ==============  ==============  ===============  ===============


                                                                            Deficit
                                         Accumulated                      Accumulated
                                            Other                         During the
                                        Comprehensive                     Development
                                           Income           Deficit          Stage            Total
                                      ---------------  ---------------  ---------------  ---------------

<S>                                   <C>              <C>              <C>              <C>
Balance at December 31, 2002          $       17,229   $     (697,824)  $            -   $      969,159
Net loss                                           -         (607,630)               -         (607,630)
Foreign currency translation
  adjustment                                   1,752                -                -            1,752
Stock-based compensation                           -                -                -           11,800
Cancellation of agreement                          -                -                -          (32,480)
Shares issued for cash on exercise
  of options                                       -                -                -           12,000
Shares issued for consulting
  services                                         -                -                -           50,125
Shares issued for intangible assets                -                -                -          105,000
Shares issued for software                         -                -                -           54,000
                                      ---------------  ---------------  ---------------  ---------------

Balance at December 31, 2003                  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
Shares issued for cash on exercise
  of options                                       -                -                -            1,000
Shares issued for debt                             -                -                -           70,000
Shares issued for accepting the
  position of director and president               -                -                -            1,000
                                      ---------------  ---------------  ---------------  ---------------

Balance at December 31, 2004                  18,743       (1,305,454)        (795,364)        (155,416)
Net loss for the period                            -                -           (8,869)          (8,869)
Foreign currency translation
  adjustment                                    (735)               -                -             (735)
                                      ---------------  ---------------  ---------------  ---------------

Balance at March 31, 2005             $       18,008   $   (1,305,454)  $     (804,233)  $     (165,020)
                                      ===============  ===============  ===============  ===============
</TABLE>


--------------------------------------------------------------------------------
                             SEE ACCOMPANYING NOTES                     Page F-9
<PAGE>

                          LEGALPLAY ENTERTAINMENT INC.
                          (A Development Stage Company)
             NOTES TO THE CONSOLIDATED INTERIM FINANCIAL STATEMENTS
                                 March 31, 2005
                             (Stated in US Dollars)
                                   (Unaudited)
                                    ---------


Note 1    Interim Reporting
          -----------------

          The accompanying unaudited interim financial statements have been
          prepared by LegalPlay Entertainment Inc. (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, 2004.

          The results of operations for the three months ended March 31, 2005
          are not indicative of the results that may be expected for the full
          year.

Note 2    Continuance of Operations
          -------------------------

          The consolidated interim financial statements have been prepared using
          generally accepted accounting principles in the United States of
          America applicable for a going concern which assumes that the Company
          will realize its assets and discharge its liabilities in the ordinary
          course of business. At March 31, 2005, the Company has a working
          capital deficiency of $165,020, has not yet attained profitable
          operations and has accumulated losses of $2,109,687 since its
          commencement. Its ability to continue as a going concern is dependent
          upon the ability of the Company to generate profitable operations in
          the future and/or to obtain the necessary financing to meet its
          obligations and pay its liabilities arising from normal business
          operations when they come due. The outcome of these matters cannot be
          predicted with any certainty at this time and raise substantial doubt
          that the Company will be able to continue as a going concern.
          Realization values may be substantially different from carrying values
          as shown in these financial statements should the Company be unable to
          continue as a going concern. These financial statements do not include
          any adjustments to the amounts and classification of assets and
          liabilities that may be necessary should the Company be unable to
          continue as a going concern.


--------------------------------------------------------------------------------
                             SEE ACCOMPANYING NOTES                    Page F-10
<PAGE>
LegalPlay Entertainment Inc.
(A Development Stage Company)
Notes to the Consolidated Interim Financial Statements
March 31, 2005
(Stated in US Dollars
(Unaudited)
 ---------

Note 3    Related Party Transaction
          -------------------------

          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 months ended               Stage) to
                                                        March 31,                   March 31,
                                                 2005               2004              2005
                                          -----------------  -----------------  -----------------
<S>                                       <C>                <C>                <C>
          Management and consultant fees  $           3,000  $           4,500  $          61,678
          Wages                                           -                  -              1,000
                                          -----------------  -----------------  -----------------

                                          $           3,000  $           4,500  $          62,678
                                          =================  =================  =================
</TABLE>


          These charges were measured by the exchange amount which is the amount
          agreed upon by the transacting parties.

          At March 31, 2005, accounts payable and accrued liabilities include
          $7,000 (December 31, 2004: $16,836) payable to a director of the
          Company and a former officer of the Company.

Note 4    Subsequent  Events
          ------------------

          i)   Subsequent to March 31, 2005, the Company issued 900,000 common
               shares at $0.01 per share for a total of $9,000 pursuant to an
               agreement to settle outstanding directors' fees.

          ii)  Subsequent to March 31, 2005, the note payable to the officer of
               the Company outstanding at March 31, 2005 totalling $6,911 was
               paid.

          iii) Subsequent  to  March  31, 2005, the amount receivable of $44,445
               was  paid by cash of $42,195 and the return of 250,000 previously
               issued  common  shares  of  the  Company.


--------------------------------------------------------------------------------
                             SEE ACCOMPANYING NOTES                    Page F-11
<PAGE>
                          LEGALPLAY ENTERTAINMENT INC.

                       QUARTERLY REPORT (SEC FORM 10-QSB)


ITEM 2. MANAGEMENTS' DISCUSSION AND ANLAYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

OVERVIEW

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.

Our current business strategy is to develop our own 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.  Our significant accounting policies
are described in the footnotes to our financial statements at December 31, 2004.
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 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".


THREE-MONTH PERIOD ENDED MARCH 31, 2005

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:


--------------------------------------------------------------------------------
                                                                         Page 12
<PAGE>
<TABLE>
<CAPTION>
                                              THREE MONTHS   THREE MONTHS
                                                  ENDED          ENDED
                                                MARCH 31       MARCH 31
--------------------------------------------------------------------------
                                                  2005           2004
--------------------------------------------------------------------------
<S>                                           <C>            <C>
--------------------------------------------------------------------------
Tournament Income                                    5,000          4,352
Expenses                                            13,868        179,011
Other items                                             (1)             -
Income (Loss) before discontinued operations        (8,869)      (174,659)
--------------------------------------------------------------------------
Net Income (Loss) during the period                 (8,869)      (174,659)
==========================================================================
</TABLE>

NET SALES. Net sales for the three months ended March 31 2005 were $5,000
compared to $4,352 for the three months ended March 31, 2004.

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, 2005 were
$13,868 compared to $179,011 for the three months ended March 31 2004.  The
major expense items for the three months ended March 31, 2005 were professional
fees of $8,024, as compared to $24,164 for the three months ended March 31,
2004.

PROVISION FOR INCOME TAXES. No tax provision was made for the three months ended
March 31, 2005.

FINANCIAL CONDITION AND LIQUIDITY

On March 31 2005, our net working capital was $165,022 compared to a net working
capital of $155,419 at December 31, 2004. At March 31, 2005, the Company had
cash and cash equivalents totaling $3,780 compared to December 31, 2004 the
Company had cash and cash equivalents totaling $78.  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 increased for the three months ended March 31, 2005 was $3,702.  The
increase in cash was mainly due to $4,437 increase in operating activities.

Net cash used for investing activities for the three months ended March 31, 2005
was $0.

Net cash provided by financing activities for the three months ended March 31,
2005 was $0.

The Company's ability to continue as a going concern and fund operations through
the remainder of 2005 is contingent upon its ability to raise funds through
equity or debt financing.


--------------------------------------------------------------------------------
                                                                         Page 13
<PAGE>
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 March 31, 2005.

(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.


--------------------------------------------------------------------------------
                                                                         Page 14
<PAGE>
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. The domain was originally licensed from Ala Corp. to Uninet
Technologies Inc. ("Uninet") in 1999.  Uninet sub-licensed the domain to us. In
turn, we sub-licensed the domain to Antico Holdings S.A. of Costa Rica for the
operating of 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.

We agreed with Uninet to jointly pursue all legal avenues available to reclaim
the exclusive right to use www.poker.com and to enforce the provisions of the
agreement between Ala Corp. and Uninet. We immediately commenced legal
proceedings in the Supreme Court of British Columbia, Canada against Ala Corp
and Communication Services Inc. (CSI).

As mentioned above, we also sub-licensed the domain name to Antico Holdings S.A.
("Antico") of Costa Rica to use the domain for operating casinos and/or card
rooms. Antico notified us that it had ceased all payments of royalties payable
to us pending resolution to the dispute over the right to use the domain.

On December 2, 2002, the Company entered into an "Assignment of Trademark
Agreement" with Ala Corp. Ala Corp. was subsequently in default under this
Agreement and on November 17th 2004, the Company instructed their solicitors to
commence legal proceedings against Ala Corp. A writ was issued for the trademark
dispute but was not pursued as it was consolidated into the Settlement
Agreement.

Prior to the Settlement Agreement, Liz Bryce, through Ala Corp., owned 1,297,900
shares of our common stock or 3.81% of our issued and outstanding common stock.
In addition, Ms. Bryce's parents collectively owned 1,105,500 shares or 3.24% of
our common stock. Ms. Bryce, together with her parents, owned directly and
indirectly, a total of 2,403,400 shares or 7.05% of our common stock.  As part
of the Settlement Agreement, Liz Bryce and her parents agreed to transfer their
shareholdings in LegalPlay Entertainment Inc. to the Company and Uninet
Technologies Inc.

On April 25th 2005, the Company entered into the Settlement Agreement
("Agreement') with CSI and Ala Corp., regarding the dispute over the URL/domain
name and trademark dispute.  The Agreement outlined the following terms:

     (ii) Communication Services Inc. will pay to the counsel for Uninet and
          LegalPlay, Kornfeld Mackoff Silber, in trust, US$435,000 for
          distribution to both Uninet and LegalPlay.

    (iii) Ala Corp., and associated parties, agree to transfer to LegalPlay, or
          as they may direct, all of their right, title or interest in their
          2,403,400 common shares of LegalPlay Entertainment.

     (iv) The Agreement states that the Company no longer has any interest in or
          claim to the domain name, www.poker.com or the U.S. Trademarks
          "Poker.com" and "Poker.com The Ultimate Gaming Connection Design". The
          domain name and trademarks are now the sole property of CSI.

The Company's portion of the Settlement Agreement was $42,000 and 250,000 common
shares of LegalPlay.


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                                                                         Page 15
<PAGE>
As a result of the URL/domain name settlement, Antico was denied the use of the
poker.com URL and suffered substantial damages. Due to Antico's loss of revenue
Antico had originally refused to pay the Company the outstanding receivable of
$591,048 until the URL had been reinstated and had demanded restitution of the
URL or damages.

The Company and Antico agreed that the damages that Antico suffered
substantially exceeded the amount that was owing to LegalPlay. LegalPlay agreed
to write off the debt of $591,048 if Antico agreed not to commence legal action
for damages.

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.

None.


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                                                                         Page 16
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

<TABLE>
<CAPTION>
Exhibit Number  Description
<S>             <C>

     2.1*       On January 18th 2005, we filed an 8K accepting the resignation of Keith Andrews
                as a Director.

     2.2*       On February 16th 2005, we filed an 8K announcing the termination of our auditors,
                Pannell Kerr Forster and the appointment of Amisano Hanson Chartered
                Accountants as their replacement.

     2.3*       On March 10th 2005, we filed an 8K to announce the resignation of Gregory
                Cathcart as President, the appointment of Cecil Morris as President and the
                appointment of John Page as Director of the Company.

     2.4*       On July 11th 2005, we filed an 8K regarding a US$10,000 Promissory Note.

     2.5*       On July 18th 2005, we filed an 8K announcing 900,000 shares for debt issued at
                0.01.

     2.6*       On August 10th 2005, we filed an 8K announcing a Settlement Agreement reached
                with Communication Services Inc. and Ala Corp.  The 8K further announced a
                Promissory Note in the amount of CDN$6,000.

     2.7*       On August 31st 2005, we filed an 8K regarding a CDN$33,000 Promissory Note to
                Pannell Kerr Forster, Chartered Accountants.

    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
</TABLE>
* Previously filed with the SEC.


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)


                                              Date: November 21, 2005
-------------------------------
Cecil Morris
Director, President / Secretary


In accordance with the Securities Exchange Act this report has been signed below
by the following person(s) on behalf of the registrant and in the capacities and
on the dates indicated.

                                              Date: November 21, 2005
-------------------------------
Cecil Morris
Director, President / Secretary


                                              Date: November 21, 2005
-------------------------------
John Page
Director / Treasurer


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