U.S. SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549


                                Form 10-QSB

(Mark One)

 [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
            OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004

 [ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934 FOR THE TRANSITION PERIOD FROM _________________ TO _______________

                       Commission file number 0-29 219
                                ----------
                          LEGALPLAY ENTERTAINMENT INC.
--------------------------------------------------------------------------------
       (Exact name of small business issuer as specified in its charter)

            FLORIDA                                     98-0199508
  ---------------------------------------   ---------------------------------
  (State or other jurisdiction of                    (I.R.S. Employer
  incorporation or organization)                    Identification No.)

                         SUITE 308, 525 SEYMOUR STREET

                VANCOUVER                                V6B 3H7
  ---------------------------------------   ---------------------------------
  (Address of principal executive offices)              (Zip Code)

                                (604) 408-0348
--------------------------------------------------------------------------------
                           (Issuer's telephone number)

                        Suite 630, 1188 W. Georgia Street
                        Vancouver,     British Columbia,
                                 Canada V6E 4A2
________________________________________________________________________________
    (Former name, former address and former fiscal year, if changed since last
                                     report)

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

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

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

                      Applicable only to corporate issuers

State the number of shares outstanding of each of the issuer's classes of common
    equity, as of the latest practicable date.  26,075,000 COMMON SHARES AS AT
                               NOVEMBER 15, 2004.

Transitional Small Business Disclosure Format
(Check one):
Yes     No  X
    ---


<PAGE>
     PART  1  -  FINANCIAL  INFORMATION

     ITEM  1:  FINANCIAL  STATEMENTS


     LEGALPLAY ENTERTAINMENT INC.
     CONSOLIDATED FINANCIAL STATEMENTS
     SEPTEMBER 30, 2004
     (U.S. DOLLARS)
     (UNAUDITED)


<TABLE>
<CAPTION>
<S>                                                           <C>
     INDEX                                                    PAGE
     -------------------------------------------------------  -----

     CONSOLIDATED FINANCIAL STATEMENTS

     Consolidated Balance Sheets                              1

     Consolidated Statements of Operations                    2

     Consolidated Statements of Stockholders' Equity          3

     Consolidated Statements of Cash Flows                    4

     Notes to Consolidated Financial Statements               5 - 9
</TABLE>


<PAGE>
<TABLE>
<CAPTION>
LEGALPLAY ENTERTAINMENT INC.
CONSOLIDATED BALANCE SHEETS
SEPTEMBER 30, 2004 AND DECEMBER 31, 2003
(U.S. DOLLARS)


===========================================================================================
                                                            SEPTEMBER 30,    DECEMBER 31,
                                                                2004             2003
                                                             (UNAUDITED)
===========================================================================================
<S>                                                        <C>              <C>
 ASSETS

 CURRENT
   Cash                                                    $            0   $      209,517
   Accounts receivable, net of $638,434 (2003 - $638,434)
     allowance for bad debts (note 6)                                 507            2,965
   Prepaid expenses                                                 3,374           25,741
===========================================================================================
 TOTAL CURRENT ASSETS                                               3,881          238,223

 Property and Equipment                                           131,964          203,884
 Intangible Assets                                                205,001          205,001
-------------------------------------------------------------------------------------------

 TOTAL ASSETS                                              $      340,846   $      647,108
===========================================================================================

 LIABILITIES

 CURRENT
   Bank indebtedness                                       $           42   $            0
   Accounts payable and accrued liabilities                       113,319           83,382
   Due to related parties (note 3)                                 95,030                0
-------------------------------------------------------------------------------------------

 TOTAL LIABILITIES                                                208,391           83,382
-------------------------------------------------------------------------------------------

 CONTINGENT LIABILITIES (NOTE 6)

 STOCKHOLDERS' EQUITY

 PREFERRED STOCK, $0.01 PAR VALUE, 5,000,000 SHARES AUTHORIZED, NO SHARES
   ISSUED AND OUTSTANDING
 COMMON STOCK AND PAID-IN CAPITAL IN EXCESS OF $0.01 PAR VALUE
 100,000,000  Common shares authorized
 26,075,000 (December 31, 2003 - 26,025,000) common shares
   issued and outstanding                                       1,858,080        1,857,080
 Treasury Stock, at cost - 27,000 shares                           (6,881)          (6,881)
 Subscriptions Received                                             6,000                0
 Other Comprehensive Income                                        18,981           18,981
 Deficit                                                       (1,743,725)      (1,305,454)
-------------------------------------------------------------------------------------------

 TOTAL STOCKHOLDERS' EQUITY                                       132,455          563,726
-------------------------------------------------------------------------------------------

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                $      340,846   $      647,108
===========================================================================================
<FN>

See notes to consolidated financial statements
</TABLE>


                                        1
<PAGE>
<TABLE>
<CAPTION>
LEGALPLAY ENTERTAINMENT INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(U.S. DOLLARS)
(UNAUDITED)
===================================================================================================
                                                 THREE MONTHS ENDED          NINE MONTHS ENDED
                                                    SEPTEMBER 30                SEPTEMBER 30
                                                 2004          2003          2004          2003

===================================================================================================
<S>                                          <C>           <C>           <C>           <C>

REVENUES

   Tournament Income                         $         0   $         0   $     6,352   $         0
---------------------------------------------------------------------------------------------------
TOTAL REVENUES                                         0             0         6,352             0

COST OF GOOD SOLD                                  1,645             0        45,729             0
---------------------------------------------------------------------------------------------------
GROSS MARGIN (LOSS)                               (1,645)            0       (39,377)            0
---------------------------------------------------------------------------------------------------

EXPENSES
   Corporation promotion                             875        10,255        10,785        32,285
   Depreciation and amortization                  20,546        20,810        63,582        41,256
   Insurance                                       3,947         2,086        15,901        14,252
   Management and Consultant fees                 19,722        85,134        52,520       261,233
   Office supplies and services                    8,045        13,121        24,161        55,538
   Professional fees                              66,837        14,639       106,606       130,678
   Rent                                            3,412         4,673        13,042        13,963
   Wages                                          21,053        50,798       103,609       135,044
   Loss from disposition of assets (note 4)            0             0         8,688             0
---------------------------------------------------------------------------------------------------
TOTAL EXPENSES                                   144,437       201,516       398,894       684,249
---------------------------------------------------------------------------------------------------


LOSS BEFORE DISCONTINUED OPERATIONS             (146,082)     (201,516)     (438,271)     (684,249)
LOSS FROM DISCONTINUED OPERATIONS                      0      (470,110)            0       209,442
---------------------------------------------------------------------------------------------------

NET LOSS FOR PERIOD                          $  (146,082)  $  (671,626)  $  (438,271)  $  (474,807)
===================================================================================================

WEIGHTED AVERAGE NUMBER OF
   COMMON SHARES OUTSTANDING                  26,075,000    25,657,250    26,068,887    22,467,553
   DILUTIVE EFFECT OF OPTIONS                  1,115,000     1,299,815     1,115,164     1,389,681
---------------------------------------------------------------------------------------------------

WEIGHTED AVERAGE NUMBER OF SHARES
OUTSTANDING ASSUMING FULL DILUTION            27,190,000    26,957,065    27,184,051    23,857,234
===================================================================================================

Basic Earnings (Loss) Per Share
Continuing operations                        $     (0.01)  $     (0.01)  $     (0.02)  $     (0.03)
Discontinued operations                             0.00         (0.02)         0.00          0.01
===================================================================================================

Basic Loss Per Share                         $     (0.01)  $     (0.03)  $     (0.02)  $     (0.02)
===================================================================================================

Diluted Earnings (Loss) Per Share
Continuing operations                        $     (0.01)  $     (0.01)  $     (0.02)  $     (0.03)
Discontinued operations                             0.00         (0.02)         0.00          0.01
===================================================================================================
Diluted Loss Per Share                       $     (0.01)  $     (0.03)  $     (0.02)  $     (0.02)
===================================================================================================
<FN>

See notes to consolidated financial statements
</TABLE>


                                        2
<PAGE>
<TABLE>
<CAPTION>
LEGALPLAY ENTERTAINMENT INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
NINE MONTH PERIOD ENDED SEPTEMBER 30, 2004 AND YEAR ENDED DECEMBER 31, 2003
(U.S. DOLLARS)

=======================================================================
                                         SEPTEMBER 30,    DECEMBER 31,
                                             2004             2003
                                          (UNAUDITED)
=======================================================================

SHARES OF COMMON STOCK ISSUED
<S>                                     <C>              <C>
  Balance, beginning of period              26,025,000      17,175,000
  Issued for:
  Acquisition of intangible assets                   0       6,000,000
  Consulting & management services                   0       2,250,000
   Cash on exercise of options                  50,000         600,000
-----------------------------------------------------------------------
  Balance, end of period                    26,075,000      26,025,000
-----------------------------------------------------------------------


COMMON STOCK AND PAID-IN CAPITAL IN
EXCESS OF $0.01 PAR VALUE
    Balance, beginning of period        $    1,857,080   $   1,624,155
  Issued for:
      Acquisition of intangible assets               0         159,000
      Consulting & management services               0          50,125
      Stock option benefit                           0          11,800
      Cash on exercise of options                1,000          12,000
-----------------------------------------------------------------------
  Balance, end of period                $    1,858,080   $   1,857,080
=======================================================================

TREASURY STOCK
  Balance, beginning and end of period  $       (6,881)  $      (6,881)
-----------------------------------------------------------------------

SUBSCRIPTIONS RECEIVED
  Balance, beginning of period          $            0   $      32,480
  Subscriptions received                         6,000               0
  Cancellation of agreement                          0         (32,480)
-----------------------------------------------------------------------
  Balance, end of period                $        6,000   $           0
=======================================================================

OTHER COMPREHENSIVE INCOME
  Balance, beginning of period          $       18,981   $      17,229
  Foreign currency translation gain                  0           1,752
-----------------------------------------------------------------------
  Balance, end of period                $       18,981   $      18,981
-----------------------------------------------------------------------

DEFICIT
  Balance, beginning of period          $   (1,305,454)  $    (697,824)
  Net loss for period                         (438,271)       (607,630)
-----------------------------------------------------------------------
  Balance, end of period                $   (1,743,725)  $  (1,305,454)
=======================================================================

TOTAL STOCKHOLDERS' EQUITY              $      132,455   $     563,276
-----------------------------------------------------------------------
<FN>

See notes to consolidated financial statements
</TABLE>


                                        3
<PAGE>
<TABLE>
<CAPTION>
LEGALPLAY ENTERTAINMENT INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
NINE MONTHS ENDED SEPTEMBER 30, 2004
(U.S. DOLLARS)

=============================================================================
                                                      2004          2003
                                                   (UNAUDITED)   (UNAUDITED)

=============================================================================
<S>                                                <C>           <C>
OPERATING ACTIVITIES
  Net loss                                         $  (438,271)  $  (474,807)
    Adjustments to reconcile net
      income (loss) to net cash provided by
     (used in) operating activities

   Items not involving cash:

   Written-off property                                      0        13,889
    Loss from disposition of assets                      8,688             0
    Non-cash payment for services                        6,000        50,125
    Depreciation and amortization                       63,582        41,256
    Stock based compensation                                 0         1,300
    Bad debt expense                                         0       529,299

  Changes in non-cash working capital                   54,762      (168,691)

-----------------------------------------------------------------------------
NET CASH USED IN OPERATING ACTIVITIES                 (305,239)       (7,629)
=============================================================================


INVESTING ACTIVITIES
  Purchase of intangible assets                              0       (50,660)
  Cash proceeds from asset disposition                   5,460             0
  Purchase of property and equipment                    (5,810)      (60,681)
-----------------------------------------------------------------------------
NET CASH USED IN INVESTING ACTIVITIES                     (350)     (111,341)
-----------------------------------------------------------------------------

FINANCING ACTIVITIES
  Bank indebtedness                                         42             0
  Cash proceeds from issuance of common stock            1,000         9,000
  Cash advance from related parties                     95,030             0
-----------------------------------------------------------------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES               96,072         9,000
=============================================================================


OUTFLOW OF CASH                                       (209,517)     (109,970)
CASH, BEGINNING OF PERIOD                              209,517       458,650
=============================================================================

CASH, END OF PERIOD                                $         0   $   348,680
=============================================================================

SUPPLEMENTAL DISCLOSURE OF NON-CASH TRANSACTIONS
 Assets received for shares issued                 $         0   $   159,000
    Non-cash payment for services                  $     6,000   $         0
-----------------------------------------------------------------------------
<FN>

See notes to consolidated financial statements
</TABLE>


                                        4
<PAGE>
LEGALPLAY ENTERTAINMENT INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTH PERIOD ENDED SEPTEMBER 30, 2004
(U.S. DOLLARS)
(UNAUDITED)
================================================================================


1.   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, 2003 Form 10KSB.

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


2.   GOING  CONCERN

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

     The Company has a working capital deficit of $204,510 at September 30,
     2004, 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 $438,271for the nine months ended September 30,
     2004.

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

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


                                        5
<PAGE>
LEGALPLAY ENTERTAINMENT INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTH PERIOD ENDED SEPTEMBER 30, 2004
(U.S. DOLLARS)
(UNAUDITED)
================================================================================

3.   DUE  TO  RELATED  PARTIES

     The amounts are owing to the President of the Company and a company under
     his control for organizational expenses paid on behalf of the Company with
     5% interest.

4.   LOSS  FROM  DISPOSITION  OF  ASSETS

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


5.   STOCKHOLDERS'  EQUITY

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

 (b) The  following table summarizes the Company's stock option activity for the
     period:

<TABLE>
<CAPTION>
==================================================================
                             Number of Shares    Weighted Average
                                                  Exercise Price
------------------------------------------------------------------
<S>                          <C>                <C>
Balance, December 31, 2003            960,000   $            0.02
Expired during the period            (400,000)  $           (0.02)
Granted during the period             605,000   $            0.11
Stock options exercised               (50,000)  $           (0.02)
------------------------------------------------------------------

Balance, September 30, 2004         1,115,000   $            0.07
==================================================================
</TABLE>


                                        6
<PAGE>
LEGALPLAY ENTERTAINMENT INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTH PERIOD ENDED SEPTEMBER 30, 2004
(U.S. DOLLARS)
(UNAUDITED)
================================================================================

5.   STOCKHOLDERS'  EQUITY  (Continued)

 (c) The  following  summarizes  the  options  outstanding  and  exercisable  at
     September 30, 2004 all of which were fully vested:

<TABLE>
<CAPTION>
===================================================
Expiry Date      Exercise Price   Number of Options
---------------------------------------------------
<S>              <C>              <C>

Unlimited        $          0.02            510,000
January 7, 2006  $          0.11            605,000
---------------------------------------------------
                                          1,115,000
===================================================
</TABLE>


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

<TABLE>
<CAPTION>
=============================================================
-------------------------------------------------------------
<S>                                                <C>
Net loss, as reported                              $(438,271)
Add back:
  Stock compensation under intrinsic value method          0
Deduct:
  Stock compensation under fair value method         (53,966)
-------------------------------------------------------------
Net loss, pro-forma                                $(492,237)
-------------------------------------------------------------

Net loss per share, as reported                    $   (0.02)
Add back:
  Stock compensation under intrinsic value method          0
Deduct:
  Stock compensation under fair value method           (0.00)
-------------------------------------------------------------
Net loss per share, pro-forma                      $   (0.02)
-------------------------------------------------------------
</TABLE>


                                        7
<PAGE>
LEGALPLAY ENTERTAINMENT INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTH PERIOD ENDED SEPTEMBER 30, 2004
(U.S. DOLLARS)
(UNAUDITED)
================================================================================

5.   STOCKHOLDERS'  EQUITY  (Continued)

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

<TABLE>
<CAPTION>
==================================================
--------------------------------------------------
<S>                                        <C>
Expected life (years)                           2
Interest rate                                   4%
Volatility                                 182.57%
Dividend Yield                               0.00%

--------------------------------------------------
</TABLE>

6.   CONTINGENT  LIABILITIES

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

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

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

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

          The Company may be responsible for damages in relation to the dispute
          in respect of the license agreement with Antico and may not be able to
          fully collect the outstanding receivable of $638,434. The Company
          provided an applicable allowance for this outstanding receivable in
          2003.


                                        8
<PAGE>
LEGALPLAY ENTERTAINMENT INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NINE MONTH PERIOD ENDED SEPTEMBER 30, 2004
(U.S. DOLLARS)
(UNAUDITED)
================================================================================

7.   SUBSEQUENT  EVENTS

     On November 9, 2004, the Company entered into an Agreement with Uninet
     Technologies Inc. ("Uninet") in regards to compensating Uninet for their
     services in relation to the legal prosecution against Ala Corp and
     Communication Services Inc. The payment terms pursuant to the Agreement are
     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 use of the URL
          "www.poker.com", 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.


                                        9
<PAGE>
ITEM  2:  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  OF  OPERATIONS


OVERVIEW

During the third quarter of 2004, we continued to own the Skill Poker system and
a horse racing prediction software known as DailyHorse.com. Both of these
systems were not active during the third quarter due to lack of available
working capital for marketing purposes.

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

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

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

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

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

We are in immediate need of further working capital and are considering options
with respect to financing in the form of debt, equity or a combination thereof,
and may also consider disposing of assets as a method through which to raise
additional working capital.


CRITICAL ACCOUNTING POLICIES AND ESTIMATES

We have adopted various accounting policies that govern the application of
accounting principles generally accepted in the United States of America in the
preparation of our financial statements.  Our significant accounting policies
are described in the footnotes to our financial statements at December 31, 2003.
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires us to make estimates
and assumptions that affect the amounts reported in the financial statements and
accompanying notes.

Although these estimates are based on our knowledge of current events and
actions 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".


NINE-MONTH PERIOD ENDED SEPTEMBER 30, 2004

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:

<TABLE>
<CAPTION>
                                                Three Months    Three Months    Nine Months     Nine Months
                                                   Ended           Ended           Ended           Ended
                                                September 30    September 30    September 30    September 30

-------------------------------------------------------------------------------------------------------------
                                                    2004            2003            2004            2003
-------------------------------------------------------------------------------------------------------------
<S>                                            <C>             <C>             <C>             <C>
Tournament Income                              $           -   $           -   $       6,352   $           -
Cost of Goods Sold                                     1,645               -          45,729               -
Expenses                                             144,437         201,516         398,894         684,249
Income (Loss) before  discontinued operations       (146,082)       (201,516)       (438,271)       (684,249)
Income (Loss) from discontinued operations                 -        (470,110)              -         209,442
-------------------------------------------------------------------------------------------------------------

Net Income  (loss) during the period           $    (146,082)  $    (671.626)  $    (438,271)  $    (474,807)
=============================================================================================================
</TABLE>


--------------------------------------------------------------------------------
                                                                          Page 1
<PAGE>
RESULTS OF CONTINUING OPERATIONS

NET SALES. Net sales for the nine months ended September 30, 2004 were $6,352
compared to $0 for the nine months ended September 30, 2003.  This results from
tournament fees that resulted from the launch of Skill Poker  in fourth quarter
of 2003.

We expect to enhance our revenues through the consideration of other business
opportunities. There can be no assurances we will be able to identify any
business opportunities which will benefit us. These are forward-looking
statements, particularly as related to 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 nine months ended September 30, 2004 were
$398,894 compared to $684,249 for the nine months ended September 30, 2003.  The
major expense items for the nine months ended September 30, 2004 were
professional fees of $106,606, as compared to $130,678 for the nine months ended
September 30, 2003.
..
PROVISION FOR INCOME TAXES. No tax provision was made for the three and nine
months ended September 30, 2004.


FINANCIAL CONDITION AND LIQUIDITY

On September 30, 2004, our net working capital deficit was $204,510 compared to
a net working capital of $154,841 at December 31, 2003. At September 30, 2004
the Company had bank indebtedness for $42 and compared to December 31, 2003 the
Company had cash and cash equivalents totaling $209,517.  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 nine months ended September 30,
2004 was $305,239.  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 nine months ended September 30,
2004 was $350 for the acquisition of the computer and disposition of assets for
the Skill Poker.

Net cash provided by financing activities for nine months ended September 30,
2004 was $96,072.  The increase resulted from stock options exercised and cash
advance from related parties.

The Company's ability to continue as a going concern and fund operations through
the remainder of 2004 and into 2005 is contingent upon its ability to produce
cash flows from operations and to raise funds through equity or debt financing.

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 September 30, 2004.


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                                                                          Page 2
<PAGE>
ii). There  were  no  significant  changes  in our internal controls or in other
     factors that could significantly affect these controls subsequent to the
     date of their evaluation, including any significant deficiencies or
     material weaknesses of internal controls that would require corrective
     action.

 PART II--OTHER INFORMATION

Item 1. Legal Proceedings

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

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

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

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

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

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

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

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

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

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


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


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.


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                                                                          Page 3
<PAGE>
Item 2. Changes in Securities

None.

Item 3. Defaults upon Senior Securities

None.

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

None.

Item 5. Other Information.

Item 6. Exhibits and Reports on Form 8-K

<TABLE>
<CAPTION>
<S>      <C>
Exhibit  Description
-------------------------------------------------------------------------------------------------------------------------------
2.1*     On November 11, 2004 we filed an 8K relating to an agreement dealing with the required funds for the legal expenses
         relating to the defense of the domain name dispute.
31.1     Certification pursuant to section 302 of the Sarbanes-Oxley act of 2002 for Mark Glusing, President and Acting Chief
         Financial Officer of the Company
32.1     Certification pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley act of 2002
         for Mark Glusing, President and Acting Chief Financial Officer of the Company
-------------------------------------------------------------------------------------------------------------------------------
<FN>

* Previously filed with the SEC.
</TABLE>

-----------------------------------------------
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 19, 2004                     /s/ M. Glusing
      ----------------------              -----------------------------
                                             (Signature)* President

      Date
          ----------       -----------------------------
                               (Signature)*
--------------------------------------------------------------------------------

* Print the name and title of each signing officer under his signatures.
                                  Form 10-QSB


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