UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                   FORM 10-QSB


[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 offices)                         (Zip Code)



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


-----------------------------------------------         ------------------------
    (FORMER NAME, FORMER ADDRESS AND FORMER                   (ZIP CODE)
   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 AUGUST
29, 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-8

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

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

ITEM 3.      CONTROLS AND PROCEDURES. . . . . . . . . . . . . . . . . . .  16


PART II - OTHER INFORMATION


ITEM 1.      LEGAL PROCEEDINGS. . . . . . . . . . . . . . . . . . . . . .  17

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

ITEM 3.      DEFAULTS UPON SENIOR SECURITIES. . . . . . . . . . . . . . .  18

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

ITEM 5.      OTHER INFORMATION. . . . . . . . . . . . . . . . . . . . . .  18

ITEM 6.      EXHIBITS AND REPORTS ON FORM 8-K . . . . . . . . . . . . . .  19
</TABLE>


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                                                                          Page 3
<PAGE>




                          LEGALPLAY ENTERTAINMENT INC.

                    INTERIM CONSOLIDATED FINANCIAL STATEMENTS

                                 March 31, 2005

                             (Stated in US Dollars)

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




--------------------------------------------------------------------------------
                                                                          Page 4
<PAGE>
<TABLE>
<CAPTION>
LEGALPLAY  ENTERTAINMENT  INC.
CONSOLIDATED  BALANCE  SHEETS
(U.S. DOLLARS)


===============================================================================================
                                                                   MARCH 31,      DECEMBER 31,
                                                                      2005            2004
                                                                  (UNAUDITED)
                                                                       $               $
===============================================================================================
<S>                                                              <C>             <C>
Assets

Current
  Cash                                                                   3,843              78
  Accounts receivable                                                      368             372
  Prepaid expenses                                                           -          17,812
===============================================================================================
Total Current Assets                                                     4,211          18,262

Property and Equipment                                                       -               -
Intangible Assets (Note 8)                                             205,001         205,001
-----------------------------------------------------------------------------------------------

Total Assets                                                           209,212         223,263
===============================================================================================

Liabilities

Current
  Accounts payable and accrued liabilities                             147,015         135,858
  Due to related party                                                  28,909          22,131
-----------------------------------------------------------------------------------------------

Total Liabilities                                                      175,924         164,900
-----------------------------------------------------------------------------------------------

Stockholders' Equity

Preferred Stock:
  Authorized: 5,000,000 shares with a par value of $0.01
  Issued and outstanding: None

Common Stock:
  Authorized: 100,000,000 shares with a par value of $0.01
  Issued and outstanding: 33,175,000 (Dec 31 2003 - 26,025,000)      1,929,080       1,929,080


Treasury Stock, at cost - 27,000 shares                                 (6,881)         (6,881)
Subscriptions Received                                                   6,000           6,000
Other Comprehensive Income                                               6,195          18,981
Retain Deficit                                                      (1,888,817)     (1,305,454)
Deficit                                                                (12,289)       (583,363)
===============================================================================================

Total Stockholders' Equity                                              33,288          58,363
-----------------------------------------------------------------------------------------------

Total Liabilities and Stockholders' Equity                             209,212         223,263
===============================================================================================
</TABLE>


                             SEE ACCOMPANYING NOTES
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                                                                        Page F-5
<PAGE>
<TABLE>
<CAPTION>
LEGALPLAY  ENTERTAINMENT  INC.
CONSOLIDATED  STATEMENTS  OF  OPERATIONS
(U.S.  DOLLARS)
(UNAUDITED)
===================================================================================
                                                    THREE MONTHS ENDED MARCH 31,
                                                       2005              2004
                                                   (UNAUDITED)
                                                        $                 $
===================================================================================
<S>                                              <C>               <C>
Revenues
    Tournament fees                                        5,000             4,352
-----------------------------------------------------------------------------------
Total Revenues                                             5,000             4,352

Cost of Good Sold                                              -            31,685
-----------------------------------------------------------------------------------
Gross Margin                                               5,000           (27,333)

Expenses
    Corporation promotion                                      -             6,006
    Depreciation and amortization                              -            22,411
    Insurance                                                  -             6,033
    Management and Consultant fees                         3,000            20,464
    Office supplies and services                           2,318            10,935
    Professional fees                                     12,303            24,164
    Rent                                                     642             4,891
    Wages                                                      -            52,422
    Foreign exchange                                        (975)
-----------------------------------------------------------------------------------
Total Expenses                                            17,289           147,326

Income (Loss) from the period before Income Tax          (12,289)         (174,659)
Income Tax
Reduction of Income Tax on Loss Carry forward
  Application                                                  -                 -

Net Income (Loss) for Year                               (12,289)         (174,659)
===================================================================================

Weighted Average Number of
Common Shares Outstanding                             33,175,000        26,056,594
Dillutive effect of options                                    -         1,115,769
-----------------------------------------------------------------------------------

Weighted Average Number of Shares
Outstanding Assuming Full Dilution                    33,175,000        27,172,363
===================================================================================

Earnings (Loss) Per Shares
Continuing operations                                      (0.00)            (0.01)
Discontinued operations                                        -                 -
===================================================================================

Fully Diluted Earnings Loss Per Shares                     (0.00)            (0.01)
===================================================================================
</TABLE>


                             SEE ACCOMPANYING NOTES
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                                                                        Page F-6
<PAGE>
<TABLE>
<CAPTION>
LEGALPLAY  ENTERTAINMENT  INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(U.S.  DOLLARS)

========================================================================================
                                                         THREE MONTHS ENDED MARCH 31,
                                                            2005              2004
                                                        (UNAUDITED)
                                                             $                 $
========================================================================================
<S>                                                   <C>               <C>
Operating Activities
  Net income (loss)                                           (12,289)         (174,659)
      Adjustments to reconcile net
      income (loss) to net cash provided
      (used in) operating activities

    Items not involved cash:
      Loss from assets disposition
      Non Cash payment for service                            (12,786)            6,000
      Depreciation and amortization                                 -            22,411

    Changes in non-cash working capital
      Accounts Receivable                                           4              (660)
      Prepaid Expenses & Deposits                              17,812            (5,148)
      Accounts Payable & Accrued liabilities                   11,157           (17,602)
      Due to related party                                       (227)
      Due to non-related party                                     94
      Related to discontinued operations                            -                 -
----------------------------------------------------------------------------------------
Net Cash Provided by (Used in) Operating Activities             3,765          (169,658)
========================================================================================

Investing Activities
    Purchase of intangible assets                                   -
    Cash Proceeds from assets disposition                           -
    Purchase of property and equipment                              -            (5,809)
----------------------------------------------------------------------------------------
Net Cash Provided by (Used in) Investing Activities                 -            (5,809)
========================================================================================

Financing Activities
    Cash Proceeds from issuance of common stock                     -             1,000
    Issue share to assigned director                                -
----------------------------------------------------------------------------------------
Net Cash Provided by Financing Activities                           -             1,000
========================================================================================

Effect of Exchange Rate Changes on Cash                             -                 -
========================================================================================

Inflow of Cash                                                  3,765          (174,467)
Cash, Beginning of Year                                            78           209,517
========================================================================================

Cash, End of Year                                               3,843            35,050
========================================================================================

Supplemental Disclosure of Non-Cash Transactions
  Reduction of subscriptions received by
    issuance of shares                                              -                 -
  Assets received for share issued
</TABLE>


                             SEE ACCOMPANYING NOTES
--------------------------------------------------------------------------------
                                                                        Page F-7
<PAGE>
<TABLE>
<CAPTION>
LEGALPLAY ENTERTAINMENT INC.
(FORMERLY POKER.COM, INC.)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
THREE MONTH ENDED MARCH 31, 2005
(U.S. DOLLARS)
---------------------------------------------------------------------------------------------------------------------------------
                                                                                     Accumulated
                                                                                        Other
                                                                                    Comprehensive                      Total
                            Common Stock               Treasury    Subscriptions       Income       Accumulated    Stockholders'
                               Shares       Amount      Stock        Received          (Loss)         Deficit         Equity
---------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>           <C>         <C>         <C>              <C>              <C>           <C>
Balance at
December 31, 2000             16,935,000  $1,469,235  $       -   $       22,480   $        4,755    (1,009,581)  $      486,889
---------------------------------------------------------------------------------------------------------------------------------
Net income                             -           -          -                -                -       375,621          375,621
Foreign currency
translation adjustment                 -           -          -                -           13,629             -           13,629
---------------------------------------------------------------------------------------------------------------------------------
Total comprehensive
income                                 -           -          -                -           13,629       375,621          389,250
Shares issued for cash            15,000       2,250          -                -                -             -            2,250
Subscription received                  -           -          -           10,000                -             -           10,000
Stock option benefit                   -     118,920          -                -                -             -          118,920
Repurchase of
common stock for
treasury                               -           -     (6,881)               -                -             -           (6,881)
---------------------------------------------------------------------------------------------------------------------------------
Balance at
December 31, 2001             16,950,000   1,590,405     (6,881)          32,480           18,384      (633,960)       1,000,428
---------------------------------------------------------------------------------------------------------------------------------
Net loss                               -           -          -                -                -       (63,864)         (63,864)
Foreign currency
translation adjustment                 -           -          -                -           (1,155)            -           (1,155)
---------------------------------------------------------------------------------------------------------------------------------
Total comprehensive
income                                 -           -          -                -           (1,155)      (63,864)         (65,019)
Shares issued for cash
on exercise of options           225,000      33,750          -                -                -             -           33,750
---------------------------------------------------------------------------------------------------------------------------------
Balance, at
December 31, 2002             17,175,000   1,624,155     (6,881)          32,480           17,229      (697,824)         969,159
Net loss                               -           -          -                -                -      (607,630)        (607,630)
Foreign currency
translation adjustment                 -           -          -                -            1,752             -            1,752
Total comprehensive                    -           -          -                -            1,752      (607,630)        (605,878)
Stock option benefit                   -      11,800          -                -                -             -           11,800
Recovery of investment                 -           -          -          (32,480)               -             -          (32,480)
Shares issued for cash
on exercise of options           600,000      12,000          -                -                -             -           12,000
Shares issued for
consulting services            2,250,000      50,125          -                -                -             -           50,125
Shares issued for
intangible assets              3,000,000     105,000          -                -                -             -          105,000
(note 8(g))
Shares issued for
software                       3,000,000      54,000          -                -                -             -           54,000
(note 8(h))
---------------------------------------------------------------------------------------------------------------------------------


                             SEE ACCOMPANYING NOTES
--------------------------------------------------------------------------------
                                                                        Page F-8
<PAGE>
Balance, at
December 31, 2003             26,025,000   1,857,080     (6,881)               -           18,981    (1,305,454)         563,726
---------------------------------------------------------------------------------------------------------------------------------
Net loss                                                                                               (583,363)        (583,363)
Foreian currency
translation adjustment                                                                                                         -
---------------------------------------------------------------------------------------------------------------------------------
Total comprehensive                    -           -          -                -                -      (583,363)        (583,363)
Shares issued for cash
on exercise of options            50,000       1,000                                                                       1,000
Subscription received                  -           -          -            6,000                -             -            6,000
Shares issued for debt         7,000,000      70,000                                                                      70,000
Shares issued for
accepting the position of
Director and President           100,000       1,000                                                                       1,000
---------------------------------------------------------------------------------------------------------------------------------
Balance, at
December 31, 2004             33,175,000   1,929,080     (6,881)           6,000           18,981    (1,888,817)          58,363
---------------------------------------------------------------------------------------------------------------------------------
Net loss                                                                                                (12,289)         (12,289)
Foreian currency
translation adjustment                                                                                                   (12,786)
---------------------------------------------------------------------------------------------------------------------------------
Balance, at
March 31, 2005                33,175,000   1,929,080     (6,881)           6,000           18,981    (1,901,106)          33,288
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                             SEE ACCOMPANYING NOTES
--------------------------------------------------------------------------------
                                                                        Page F-9
<PAGE>
                          LEGALPLAY ENTERTAINMENT INC.
                 NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2005
                             (Stated in US Dollars)
                                   (Unaudited)
                                    ---------


Note 1    Consolidated Financial Statements
          ---------------------------------

          These unaudited consolidated financial statements have been prepared
          on the same basis as the annual financial statements and in the
          opinion of management, reflect all adjustments, which include only
          normal recurring adjustments, necessary to present fairly the
          Company's financial position, results of operations and cash flows for
          the periods shown.

          The results of operations for such periods are not necessarily
          indicative of the results expected for a full year or for any future
          period.

          The Company's auditor, Amisano Hanson Chartered Accountants, has not
          reviewed the financial statements and Form 10-QSB, for the period
          ending March 31st 2005.


Note 2    Basis of Presentation

          These unaudited consolidated 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, 2004 Form 10-KSB.

          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 March 31st 2005, the
          consolidated results of operations for the three months ended March
          31st 2005 and 2004 and the consolidated cash flows for the three
          months ended March 31st 2005 and 2004. The results of operations for
          the three months ended March 31st 2005 are not necessarily indicative
          of the results to be expected for the entire fiscal year.


Note 3    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
          issuances to finance operations and invest in other business
          opportunities.

          The Company has a working capital deficit of $33,288 at March 31st
          2005, minimal other capital resources presently available to meet
          obligations which can normally be expected to be incurred by similar
          companies and has a loss of $12,289 for the three months ended March
          31st 2005.

          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


--------------------------------------------------------------------------------
                                                                       Page F-10
<PAGE>
LEGALPLAY ENTERTAINMENT INC.
Notes to the Consolidated Financial Statements
March 31, 2005
(Stated in US Dollars)
(Unaudited)
----------

          level of financing on a timely basis and to achieve sufficient cash
          flows to cover obligations and expenses.


Note 4    Due to Related Parties

          The Company owes a past President of the Company, Mark Glusing,
          CDN$15,465.26 in management fees. This debt is unsecured, non-interest
          bearing and has no specific terms for payment.

          The Company is in debt to Ubiquity Management Inc., a company under
          the control of Mark Glusing, for operational expenses paid on behalf
          of the Company. The debt owing is CDN$26,663.47 and was secured by a
          promissory note with 5% interest. The promissory note has since
          expired and the debt is still owing with no specific terms of
          repayment.


Note 5    Contingent Liabilities

          (a)  On December 2nd 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 entered into in 2005 (see "Subsequent Events" for
               additional details.)

          (b)  The Company is a plaintiff in a lawsuit initiated by Uninet
               Technologies Inc. ("Uninet"), the master licensee, against ALA,
               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.

               On November 9, 2004, the Company entered into an Agreement with
               Uninet in regards to compensating Uninet for their agreement to
               prosecute the civil action (and advance legal fees) against Ala
               Corp and Communication Services Inc. The payment terms pursuant
               to the Agreement were as follows:

               1.   For prosecuting the action against Ala Corp., Uninet will be
                    entitled to a 50% ownership in the rights of the URL
                    "www.poker.com". Therefore, entitling Uninet to receive 50%
                    of all revenue received by the Company in using and/or
                    re-licensing the URL to a third party.

               2.   In the event that the Company is unable to continue to
                    contribute fees to the proposed legal action to recover the
                    rights to the URL "www.poker.com", but UniNet advances legal
                    fees, the Company hereby agrees to assign 90% of its right,
                    title and interest in and to the use of the URL to Uninet In
                    this regard, the Company irrevocably undertakes to allow
                    Uninet to act for and/or represent the Company in order to
                    continue prosecuting the joint action against CSI and any
                    other action that Uninet believes should be taken against
                    Ala Corp and/or CSI, for which costs Uninet will be
                    responsible.

               The Company was unable to continue to contribute fees to the
               legal action to recover the URL, poker.com and, therefore, was
               unable to meet the terms and conditions of the November 9th 2004
               Agreement with Uninet.


--------------------------------------------------------------------------------
                                                                       Page F-11
<PAGE>
LEGALPLAY ENTERTAINMENT INC.
Notes to the Consolidated Financial Statements
March 31, 2005
(Stated in US Dollars)
(Unaudited)
----------

               As a result of Uninet's continuing funding of the legal fees, the
               Company entered into an Assignment Agreement with Uninet on
               December 29th 2004, whereby the Company assigned to Uninet 90% of
               the right, title and interest in and to the use of the URL,
               poker.com. In the event a settlement occurs between Ala Corp
               and/or Communication Services Inc., Uninet shall be entitled to
               receive 90% of the said settlement.

               In April 2005, the parties negotiated a Settlement Agreement.
               Please see "Subsequent Events" for additional details.

          (c)  The Company will be liable for damages to Antico Holdings S.A.
               for failure to provide use of the URL, as per their agreement,
               and may not be able to collect the outstanding receivable of
               $591,048. (see "Subsequent Events" for additional information.)


Note 6    Subsequent Events

          (i)  The Company and SkillPoker were in default under the terms and
               conditions of the Blue Diamond Agreement who gave written notice
               to cancel the Agreement and take back the assignment of the
               inventions.

               On April 14th 2005, SkillPoker and Blue Diamond entered into an
               Assignment Agreement. For consideration of the sum of $1.00,
               SkillPoker assigned to Blue Diamond the inventions and patents
               known as:

                    ---------------------------------------------
                    Country           Serial Number  Filing Date
                    ---------------------------------------------
                    United States     60/393,736     July 8, 2002
                    ---------------------------------------------
                    United States     10/614,752     July 8, 2003
                    ---------------------------------------------

          (ii) In 2004, Genius Goods Inc. and the Company agreed to transfer the
               URL, poker.cc, back to Genius Goods. The transfer took place on
               April 22nd 2005 and all dealings between the two companies have
               been subsequently terminated without further contingent
               liability.

         (iii) On April 25th 2005, the Company reached a Settlement Agreement
               with Ala Corp. regarding the dispute over the URL/domain name and
               trademark dispute. The Settlement Agreement outlined the
               following terms:

                    -    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.

                    -    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) On April 25th 2005, the Company entered into a Settlement
               Agreement ("Agreement') with Communication Services Inc. ("CSI")
               and Ala Corp. The Agreement stated that the Company no longer had
               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.

               As a result of the Agreement, the Company received $42,000 and
               250,000 common shares of LegalPlay.

          (v)  As a result of the URL/domain name settlement, Antico Holdings
               S.A. ("Antico") was denied the use of the poker.com URL and
               suffered substantial damages.


--------------------------------------------------------------------------------
                                                                       Page F-12
<PAGE>
LEGALPLAY ENTERTAINMENT INC.
Notes to the Consolidated Financial Statements
March 31, 2005
(Stated in US Dollars)
(Unaudited)
----------

               Antico refused to pay the Company the amount of $591,048 until
               the URL had been reinstated and had demanded restitution of the
               URL or damages.

               The parties agreed that the damages that Antico suffered
               substantially exceeded the amount that was owing to LegalPlay.
               However, Antico agreed that they would not commence legal action
               for damages on the condition that LegalPlay write off the debt of
               $591,048.

          (vi) After the settlement with Ala Corp., the Company had the
               financial resources to pay the accounting and legal fees incurred
               in completing regulatory filings for the SEC. On June 17th 2005,
               the Company filed an amendment to the Form 15-12(g) previously
               filed with the SEC on March 18th 2005. The amendment stated that
               the Company wished to withdraw their request to terminate their
               obligations as a reporting issuer. The company may not be
               successful in withdrawing their request, which is subject to
               filing the December 31 2004 Form 10-KSB and March 31 2005 and
               June 30 2005 Form 10-QSBs with the U.S. Securities and Exchange
               Commission in a timely manner.

         (vii) On July 15th 2005, the Company issued 900,000 common shares,
               representing 2.71%, of LegalPlay to the directors of the Company,
               as settlement for outstanding director's fees totalling US$9,000.
               The debt was settled at an exchange price per common share of
               $0.01 and the shares were issued under the conditions of Rule 144
               and contain the appropriate restrictive legend.


--------------------------------------------------------------------------------
                                                                       Page F-13
<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 14
<PAGE>
<TABLE>
<CAPTION>
                                              THREE MONTHS   THREE MONTHS
                                                  ENDED          ENDED
                                                MARCH 31       MARCH 31
--------------------------------------------------------------------------
                                                  2005           2004
--------------------------------------------------------------------------
<S>                                           <C>            <C>
Tournament Income                                    5,000          4,352
Cost of Goods Sold                                       0         31,685
Expenses                                            17,289        147,326
Income (Loss) before discontinued operations       (12,289)      (174,659)
--------------------------------------------------------------------------
Net Income (Loss) during the period                (12,289)      (174,659)
==========================================================================
</TABLE>

NET SALES. Net sales for the three months ended March 31 2005 were $5,000
compared to $0 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
$17,289 compared to $147,326 for the three months ended March 31 2004.  The
major expense items for the three months ended March 31 2005 were professional
fees of $12,303, 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 $33,288 compared to a net working
capital of $58,363 at December 31, 2004. At March 31 2005, the Company had cash
and cash equivalents totaling $4,211 compared to December 31, 2004 the Company
had cash and cash equivalents totaling $18,262.  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 three months ended March 31 2005
was $3,765.  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 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.


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                                                                         Page 15
<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.


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                                                                         Page 16
<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 and whose principal is Liz Bryce of Vancouver, British Columbia, Canada.
The domain was originally licensed from Ala Corp. to Uninet Technologies Inc.
("Uninet") in1999.  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.

As of March 31st 2005, 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 own 1,105,500 shares or 3.24% of our
common stock. Ms. Bryce, together with her parents, owns directly and
indirectly, a total of 2,403,400 shares or 7.05% of our common stock.  As part
of the Settlement Agreement entered into between the Company and Ala Corp. on
April 25th 2005, Liz Bryce and her parents agreed to transfer their
shareholdings in LegalPlay Entertainment Inc. to the Company and Uninet
Technologies Inc.

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 agreed with Uninet (who would be entitled to 50% of the URL if they co-joined
an action) to jointly pursue all legal avenues available to retain the exclusive
right to use 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. ("CSI"), 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 CSI. 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 CSI in the Supreme Court of
British Columbia, Canada for a declaration that as a successor and assignee of
Ala Corp., CSI 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 an accounting for profits earned by CSI 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.


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                                                                         Page 17
<PAGE>
On November 3, 2003, we received notice from the Supreme Court of British
Columbia that we were successful in establishing a substantial connection
between the claims CSI was making and the jurisdiction in British Columbia.
LegalPlay Entertainment Inc. can therefore pursue its case against CSI in
British Columbia in connection with the litigation regarding the URL
www.poker.com. Parallel arbitration proceedings against Ala Corp. remain under
way.

In 2004, together with Uninet, we proceeded 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
selected the mutually acceptable arbitrator, Fasken Martineau DuMoulin LLP.

In the meantime, together with Uninet, we requested that the current registrar,
Fabulous.com impose a lock on the domain name, www.poker.com, pending the
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 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. 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
CSI.

On April 25th 2005, the Company reached a Settlement Agreement with Ala Corp.
regarding the dispute over the URL/domain name and trademark dispute. Please see
Note 6, "Subsequent Events", on page F-12 of the financial statement notes for
additional details.

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 18
<PAGE>
<TABLE>
<CAPTION>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

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.

     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)


/s/ Cecil Morris                               Date: August 29, 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.

/s/ Cecil Morris                               Date: August 29, 2005
-------------------------------
Cecil Morris
Director, President / Secretary


/s/ John Page                                  Date: August 29, 2005
-------------------------------
John Page
Director / Treasurer


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