UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC. 20549




FORM
10-KSB


[X]
            ANNUAL REPORT UNDER SECTION 13 OR
      15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended
      September 30, 2008[  
      ]
            TRANSITION REPORT UNDER SECTION 13
      OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from
      _______________ to
________________





Commission
File No. 000-31639





INTERAMERICAN
GAMING, INC.


(Name of Small
Business Issuer in its charter)





RACINO
ROYALE, INC.


(Former Name,
Former Address and Former Fiscal Year,


if changed
since last Report)





Nevada
              (State or
      other jurisdiction of incorporation or organization)
            88-0436364
              (I.R.S.
      Employer Identification No.)144
      Front Street, Suite 700
              Toronto,
      Ontario, Canada, M5J 2L7
              (Address of
      Principal Executive Offices)
            416-477-5656
              (Issuer’s
      Telephone No., including area code)Securities
      registered pursuant to Section 12(b) of the Act:
            NoneSecurities
      registered pursuant to Section 12(g) of the Act:
            Common Stock,
      par value $0.00001





Check whether the
issuer is not required to file reports pursuant to Section 13 or 15(d) of the
Exchange Act o





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 o





Check if there is
no disclosure of delinquent filers in response to Item 405 of Regulation S-B
contained in this Form, and no disclosure will be contained, to the best of the
registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB o





Indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act).    Yes  ̈  No x





The issuer’s
revenues for the fiscal year ended September 30, 2008 were $Nil.





Based on the
closing price on December 19, 2008 of $0.25 per share of common stock, as
reported by the NASD’s OTC Bulletin Board, the aggregate market value of the
voting and non-voting stock held by non-affiliates of the registrant was
approximately $8,842,322.  For the purposes of this response,
directors, officers and holders of 5% or more of the issuer’s Common Stock are
considered the affiliates of the issuer at such date.





As of December 19,
2008, the number of shares outstanding of the registrant’s Common Stock was
66,781,886 shares.





DOCUMENTS
INCORPORATED BY REFERENCE





The following
document is incorporated by reference into Part III of the Annual Report on Form
10-KSB: NONE





Transitional Small
Business Disclosure Format (check one):  Yes  ̈  No x










InterAmerican
Gaming, Inc.
  
  
 Table
of Contents
  
  
 PART IItem
    1.
                      Description of
      Business
                      2Item
    2.
                      Description of
      Property
                      4Item
    3.
                      Legal
      Proceedings
                      4Item
    4.
                      Submission of Matters to a Vote of
      Security Holders
                      4PART
    IIItem
    5.
                      Market for CommonEquity and Related Stockholders
      Matters
                      5Item
    6.
                      Management’s Discussion and Analysis or Plan
      of Operation
                      6Item
    7.
                      Financial
      Statements
                      10Item
    8.
                      Changes in and Disagreements with
      Accountants on Accounting and Financial
      Disclosure
                      11PART
    IIIItem
    9.
                      Directors, Executive Officers,
      Promoters and Control Persons; Compliance with Section 16(a) of the
      Exchange Act
                      12Item
    10.
                      Executive
      Compensation
                      16Item
    11
                      Security Ownership of
      Certain Beneficial
      Owners and Management
                      17Item
    12.
                      Certain Relationships and Related
      Transactions, and Director Independence
                      17Item
    13
                      Exhibits, List and Reports on Form
      8-K
                      18Item
    14.
                      Principal Accountant Fees and
      Services
                      18Signatures
                      19


1


PART
I






ITEM
1 - DESCRIPTION OF BUSINESS





History





The company was
incorporated on September 2, 1999 in the State of Nevada as LMC Capital Corp.
and was organized for the purpose of creating a corporate vehicle to locate and
acquire an operating business.  On December 12, 2001, the Company
changed its name to K-Tronik International Corp. ("KTI").





KTI was engaged in
the manufacture and distribution of various types of electronic stabilizers and
illuminator ballasts for fluorescent lighting fixtures





On December 15,
2004, KTI entered into an agreement to sell its stabilizer and ballast
business.





On June 13, 2006,
KTI announced it would implement a new corporate strategy focusing on
horseracing track development opportunities.  An agreement was signed
on June 19, 2006 to buy exclusive rights for a racetrack and casino (racino)
development opportunity in Saskatchewan, Canada.  On July 5, 2006, KTI
changed its name to Racino Royale, Inc. (“Racino”) to reflect its intention to
engage in the business of owning or leasing race-courses and/or conduct
horse-races.





On July 14, 2008,
the Company changed its name to InterAmercian Gaming, Inc. to better reflect the
international nature of the future business enterprise.





Development
Stage Operations





The Company
re-entered development stage in December 2004 and was considered to be in the
development stage on September 30, 2008. During the year ended September 30,
2008, the Company acquired assets to generate revenue but did not earn any
material amount of revenue from operations. Revenue generating assets have been
acquired but at September 30, 2008 were not fully put in use.





Business
of the Company





During the current
fiscal year, the Company was reorganized to begin developing international
gaming operations. Management is focusing on organizing gaming ventures, in
partnership with various entities, in the Caribbean and Latin America.
Management intends to open or manage gaming ventures in horseracing tracks and
stand alone casinos. The Company acquired 80 video lottery terminal slot
machines during the year and began deploying the assets in non-owned gaming
locations. Management plans to monitor the success of these assets in order to
develop a business plan that could include further deployment of machines and
opening or acquiring its own gaming operations.





Management has
explored several geographic jurisdictions and is working toward selecting the
initial markets to pursue. Current opportunities include marine vessel based
opportunities and re-establishing land based casinos at existing entertainment
complexes. Current potential markets include Peru, Ecuador and
Jamaica.





Many of the
potential projects of the Company will be done in conjunction with a related
entity Gate To Wire Solutions, Inc. (“Gate To Wire”). Gate To Wire and the
Company have certain common officers and directors. Gate To Wire will provide
operating knowledge in the area of simulcasting of live horseracing video
signals to potential projects and also outbound video signals if the project
involves an existing horseracing operation. Management believes that the
co-development of casino operations and live simulcast signals to potential
projects, provides a more complete package for the negotiation and marketing of
the projects. The projects will be operated separately and may not necessarily
evolve at the same pace.





Recent
Developments





Acquisition
of InterAmerican Gaming, Corp.





On January 28, 2008, the Company
acquired all of the issuedand outstanding shares
of InterAmerican Gaming Corp.a private casino management companyfocused onLatin America. InterAmerican provides experience in the Latin
American gaming markets with specialization in implementing technology, systems
and marketing


2


programs. The company is pursuing
acquisitions of existing operations as well as developing casino projects with
hotel and resort partners.InterAmerican Gaming Corp. was renamed InterAmerican Operations, Inc. when the
Company changed its name from Racino Royale, Inc. to InterAmerican Gaming,
Inc.





InterAmerican Operations, Inc. will
primarily serve as the key management operating entity across several
jurisdictions.





PeruGaming
License




On April 22, 2008,
the Company received licensing approval from the Peruvian Ministry of Foreign
Trade and Tourism to operate a gaming enterprise in that country. This license
allows the Company to import and deploy slot machine assets in
Peru.





Appointment of New
Director





On April 30, 2008
the Company announced the addition of G.R. Barber to its Board of
Directors.  Mr. Barber is a highly respected
gaming executive with over 40 years of business, regulatory and government
experience.





Slot
Machines





On June 19, 2008,
the Company announced that its wholly owned subsidiary, InterAmerican Gaming
Corp. received an initial order of 80 slot machines in Lima, Peru.





Incorporation of IAG Peru
SAC





On June 19, 2008, the Company formed a
new subsidiary called IAG Peru S.A.C. (“IAG Peru”) to begin to organize the
development of certain Peruvian opportunities.IAG Peru is 99% owned by
InterAmericanGaming Operationsand 1% byInterAmerican Gaming, Inc.





Management intends to form other local
jurisdiction subsidiaries in the markets they intend to
pursue.





Name Change
to InterAmerican Gaming, Inc.





On July 14, 2008, shareholders
representing a majority of our voting capital stock outstanding consented to
amendments to our Articles of Incorporation and to ratify adoption of the
Company’s 2008 Stock Option Plan. The purpose of the amendments is to increase
our authorized capital stock from 100,000,000 shares, consisting of 100,000,000
shares of Common Stock, to 200,000,000 shares of authorized capital, consisting
of 200,000,000 shares of Common Stock, and to change our name to “InterAmerican
Gaming, Inc.”





On October 20, 2008, the name change
from Racino Royale, Inc. to InterAmerican Gaming, Inc. became
effective.  The new trading symbol assigned is IAGM.  The
name change reflects the Company’s new business direction.





Government
Regulations





The government of
Peru remains committed to pursuing an investor-friendly business
climate.  Peru’s Foreign Investment Law offers automatic investment
authorization and national treatment to foreign investors.





Foreign currency
may be used to acquire goods abroad or cover financial obligations so long as
the operator is in compliance with the relevant Peruvian tax
legislation.  There are no barriers to profit remittances and capital
repatriation.





Although the
government has recognized the problem of allegations of judicial corruption and
is taking steps to reform the judiciary, progress on this front is expected to
take some time.





In May 2008, Canada
and Peru signed a free trade agreement (FTA) which will, once implemented,
provide an even greater level of predictability for foreign investment into
Peru.





3


Employees





As of the date of
this report, we have 6 employees, including our current officers, and
independent contractors.





Risk
Factors





The Company plans
to operate in Latin American Caribbean markets where government regulations are
evolving and changing. There are significant risks that will have to be
considered with each transaction the Company enters in this market. Management,
however, is of the opinion that there are methods in which the Company can
operate in these markets at substantially lower risk profiles. These might
include but are not limited to providing secured financing to gaming operators
rather than assuming operational risk associated with direct
ownership.





The Company is at
risk of failing to assemble the necessary funding to develop plan projects due
to the current global crisis. Projects may have to be reconfigured to reduce
initial financing while financial markets remain unstable.





The Company is at
risk in finding and retaining well trained and seasoned management in foreign
jurisdictions. The Company plans to develop the gaming opportunities in
partnership with experienced gaming entities which in and of itself presents a
risk of failure.










ITEM
2 - DESCRIPTION OF PROPERTY





Our executive
offices are located at 144 Front Street, Suite 700, Toronto, Ontario, Canada M5J
2L7 (tel. 416-477-5656, fax 647-722-7363) at the offices of Gamecorp Ltd.
(formerly Eiger Technology, Inc) the controlling shareholder of the
Company.  The Company does not pay rent for the use of these
facilities.










ITEM
3 - LEGAL PROCEEDINGS





We are unaware of
any material pending legal proceedings to which we are a party or of which any
of our property is subject.  Our management is not aware of any
threatened proceedings by any person, organization or governmental
authority.










ITEM
4 – SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS





No matters were
submitted to a vote of our stockholders during the fourth quarter of fiscal
2008.














4


PART
II








ITEM
5 - MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS





MARKET
INFORMATION





Our Common Stock
currently is listed for trading on the OTC BB under the symbol"IAGM."  The table below sets forth the reported high and low
bid prices for the periods indicated.  The bid prices shown reflect
quotations between dealers, without adjustment for markups, markdowns or
commissions, and may not represent actual transactions in our common
stock.




2007 FISCAL
YEAR:





High
                    Low1st
      Quarter
                    
                    0.75
                    0.302nd
      Quarter
                    
                    0.20
                    0.083rd
      Quarter
                    
                    0.10
                    0.054th
      Quarter
                    
                    0.08
                    0.07







2008 FISCAL
YEAR:





High
                    Low1st
      Quarter
                    
                    0.12
                    0.102nd
      Quarter
                    
                    0.13
                    0.083rd
      Quarter
                    
                    0.29
                    0.154th
      Quarter
                    
                    0.20
                    0.11







At December 19,
2008 the closing bid price of our
Common Stock was $0.25 per share.





There is currently
only a limited public market for our common stock on the OTC Bulletin Board, and
no assurance can be given that such a market will develop or that a stockholder
will ever be able to liquidate his investment without considerable delay, if at
all.  If such a market should develop, the price may be highly
volatile.  Unless and until our common shares are quoted on the NASDAQ
system or listed on a national securities exchange, it is likely that the common
shares will be defined as "penny stocks" under the Exchange Act and SEC rules
thereunder.  The Exchange Act and penny stock rules generally impose
additional sales practice and disclosure requirements upon broker-dealers who
sell penny stocks to persons other than certain "accredited investors"
(generally, institutions with assets in excess of $5,000,000 or individuals with
net worth in excess of $1,000,000 or annual income exceeding $200,000, or
$300,000 jointly with spouse) or in transactions not recommended by the
broker-dealer.





For transactions
covered by the penny stock rules, the broker-dealer must make a suitability
determination for each purchaser and receive the purchaser's written agreement
prior to the sale.  In addition, the broker-dealer must make certain
mandated disclosures in penny stock transactions, including the actual sale or
purchase price and actual bid and offer quotations, the compensation to be
received by the broker-dealer and certain associated persons, and deliver
certain disclosures required by the SEC.  So long as InterAmerican
Gaming, Inc. common shares are considered "penny stocks", many brokers will be
reluctant or will refuse to effect transactions in InterAmerican Gaming, Inc.’s
shares, and many lending institutions will not permit the use of penny stocks as
collateral for any loans.





(a)  As
of September 30, 2008, there were 103 stockholders of record of our common
stock, including 79 beneficial holders.





(b)   We
did not pay any dividends on our Common Stock during the two years ended
September 30, 2008.  Pursuant to the laws of the State of Nevada, a
corporation may not issue a distribution if, after giving its effect, the
corporation would not be able to pay its debts as they became due in the usual
course of business, or such corporation's total assets would be less than the
sum of their total liabilities plus the amount that would be needed, if the
corporation were to be dissolved at the time of the


5


distribution, to
satisfy the preferential rights upon dissolution of shareholders whose
preferential rights are superior to those receiving the
distribution.  As a result, management does not foresee that we will
have the ability to pay a dividend on our Common Stock in the fiscal year ended
September 30, 2009.  See "Part II, Item 7, Financial
Statements."





(c)  There
are no outstanding options to purchase, or securities convertible into our
common stock although the shareholders at a meeting held on July 14, 2008
approved an Incentive Stock Option Plan (under which no options have yet been
granted) which would allow us to grant up to 7,500,000 incentive stock options
to directors and employees at the board of directors’ discretion.





(d)  There
are warrants outstanding to acquire 2,500,000 shares of InterAmerican Gaming
Inc. stock (Note - 7).










ITEM
6 - MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS/ PLAN OF OPERATION





The following
discussion should be read in conjunction with our audited financial statements
and notes thereto included herein.  In connection with, and because we
desire to take advantage of, the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, we caution readers regarding certain
forward looking statements in the following discussion and elsewhere in this
report and in any other statement made by, or on our behalf, whether or not in
future filings with the Securities and Exchange
Commission.  Forward-looking statements are statements not based on
historical information and which relate to future operations, strategies,
financial results or other developments.  Forward looking statements
are necessarily based upon estimates and assumptions that are inherently subject
to significant business, economic and competitive uncertainties and
contingencies, many of which are beyond our control and many of which, with
respect to future business decisions, are subject to change.  These
uncertainties and contingencies can affect actual results and could cause actual
results to differ materially from those expressed in any forward looking
statements made by, or on our behalf.  We disclaim any obligation to
update forward looking statements.




Overview





The Company’s focus
is on gaming opportunities in Latin America.  On January 28, 2008 we
acquired all of the issued and outstanding InterAmerican Gaming Corp. a private
casino management company focused on Latin America.  The InterAmerican
acquisition provides the Company with the experience in Latin American gaming
markets to pursue acquisitions of existing operations as well as develop
projects with hotel and casino projects.








RESULTS OF
OPERATION





Comparison of
Results of Operations for the Fiscal Years Ended September 30, 2008 and
2007





We generated $Nil
in revenues during the year ended September 30, 2008 compared to $Nil during the
comparative period in the prior year.  Operations of IAG Peru S.A.C.
did not commence until the fourth quarter of 2008.





Total expenses
during the year ended September 30, 2008 were $1,032,991 compared to $171,270
during the year ended September 30, 2007. Management fees to related parties
were $223,788 in the current year and $51,743 in the prior year. Current year’s
management fees include payments made for the services of the Company’s
officers. Professional fees totaled $138,881 in fiscal 2008 compared to $39,965
during fiscal 2007. Professional fees primarily include audit and accounting
services costs.  Management fees to related parties and professional
fees have increased year over year by $172,045 and $98,916
respectively.  Increased costs relate to increased business activity
in relation to the Company’s entrance into the Latin American gaming
market.  General and administrative expenses increased from $79,562
during fiscal 2007 to $670,322. General and administrative expenses during the
twelve months ended September 30, 2008 increased $590,760 year over year and is
a result of increased operating levels from the InterAmerican acquisition and
the Company’s development of gaming business opportunities in the Latin American
market.  General and administrative costs for 2008 included: travel
and entertainment costs of $117,982, advertising and promotion of $27,781,
consulting fees of $448,978, director’s fees of $61,516 and miscellaneous costs
of $14,065.  Consulting fees include the issuance of 2,000,000 common
share purchase warrants issued during the twelve month period ended September
30, 2008 valued at $201,000.


6





We recorded $7,038
in amortization for the period ended September 30, 2008 and $Nil for the
comparable period ended September 30, 2007.  The increase to
amortization relates to the capital lease of gaming equipment in the fourth
quarter of 2008 and the purchase of various office equipment for the operations
in Peru.





We recorded a
foreign currency gain of $22,216 for 2008 and $1,399 for the comparative period
in 2007.





During the period
ended September 30, 2008 we recorded interest expense of $4,350 in relation to
the capital lease of gaming equipment in the fourth quarter of
2008.





As a result, we had
a net loss of ($1,022,163) during the twelve month period ended September 30,
2008, (approximately $0.024 per share) compared to a net loss of ($1,487,342) in
the same period ended September 30, 2007(approximately $0.05
per share)





We expect the
operating losses to continue until breakeven operations are achieved under the
new business opportunities. Additional financing will be required in order to
fund operating losses.





PLAN OF
OPERATION





We intend to
capitalize on the Latin American gaming experience acquired with the
InterAmerican acquisition and to pursue existing operations as well as develop
casino projects with hotel and resort partners.





InterAmerican
Gaming, Inc. will need to raise additional cash to continue to pay its operating
expenses in the next twelve months until the day to day operating costs are
offset.





We plan to raise
additional funds, in the next twelve months, through the issuance of its common
stock or through a combination of equity and debt security instruments. It is
anticipated that the debt security instruments will have conversion features
that would cause further dilution to existing shareholders.





LIQUIDITY AND
CAPITAL RESOURCES





Our total assets
increased from $29,901 at September 30, 2007 to $1,665,073 at September 30,
2008.  The increase is primarily the result of intangibles acquired
with the InterAmerican acquisition and the capital lease of gaming
equipment.





The most
significant tangible asset we held at September 30, 2008 was gaming equipment
with a value of $415,262.





Our total
liabilities increased from $117,334 at September 30, 2007 to $649,669 at
September 30, 2008. Due to related parties balance increased from $78,297 at
September 30, 2007 to $185,868 at September 30, 2008. Due to related party
amounts do not have specific repayment terms and it is expected that these
amounts will be repaid as the financial position of the Company improves.
Accounts payable increased from $31,037 at the beginning of the year to $113,051
at the end. Accrued liabilities increased from $8,000 at September 30, 2007 to
$8,500 at September 30, 2008. Accrued liabilities include accrued professional
fees.  Unissued share liability increased from $Nil at September 30,
2007 to $43,900 at September 30, 2008 (Note 8).





Obligations under
capital lease increased to $298,350 at September 30, 2008 as a result of a
capital lease of 80 gaming machines for the Latin American market, of which
$48,883 is a current liability and $249,467 is a long-term liability (Note
10).





The stockholders’
equity increased from a deficiency of ($87,433) at September 30, 2007 to equity
of $1,015,404 at September 30, 2008.  The increase in equity is
attributable to:





1.
            the issuance
      of 1,900,000 common shares valued at $95,000 pursuant to private
      placements;


2.
            the issuance
      of 200,000 common shares valued at $10,000 for consulting services
      provided;


3.
            the exercise
      of 200,000 common stock purchase warrants for consideration of
      $30,000;


4.
            the issuance
      of 16,880,000 common shares valued at $844,000 in repayment of related
      party liabilities;


5.
            the
      acquisition of InterAmerican and recording of 1,228,965 of
      intangibles;


6.
            offset by the
      $1,022,163 loss for the year.


7





At September 30,
2008, we had a working capital deficit of $379,356.  We had cash
balances of $18,478 at September 30, 2008 and we are largely reliant upon our
ability to arrange equity or debt private placements to pay expenses as
incurred.  In addition to normal accounts payable of $113,051 we owe
related companies $185,868 without specific repayment terms.





During the fiscal
year ended September 30, 2008 we; 1) used $827,956 in cash in operating
activities arising primarily from operating losses, 2) generated $967,909 in
cash from financing activities which included cash proceeds of $872,909 from
related parties, and 3) used $123,950 in cash in investing activities arising
primarily from the capital lease of slot machines.





We remain in the
development stage and, since reentering the development stage, have experienced
significant liquidity problems and have limited capital resources now at
September 30, 2008.





Our sources of cash
have been loans or private placements of common stock. Although we have been
successful in limited third party equity financing, thus far the development of
our operations has been substantially funded by Gamecorp, the largest single
shareholder of the Company. This initial financing is intended to fund
operations only up to project commitment or launch stage. For further clarity
Gamecorp is generally able and willing to fund day to day operating costs,
travel expenses, the costs of due diligence and third party feasibility
studies.  Although Gamecorp may participate in the financing of
project capital costs, we expect that any material project financing will have
to be assembled by the Company itself. Such financing could include straight
forward senior debt, convertible debt or equity. Shareholders may experience
significant dilution.





Certain initial
opportunities we are contemplating are relatively large in the context of the
projects we have historically undertaken and may involve $8-10 million in
incremental project financing which may prove to be difficult to assemble during
the current global financial crisis. We intend to manage the development of our
projects such that we will not risk damage to our reputation and financial
position. The development of our projects will have to be somewhat flexible in
light of the current turmoil in financial markets. Our strategy to mitigate the
effect of the current financial crisis is to explore markets that have been less
affected by world market events.





Based on our
planned commitments, our current cash resources are insufficient to develop the
planned projects over the next 12 months. We are unable to carry out any plan of
business without funding. We will need additional financing to fully implement
our business plan in the future and there are no assurances that we will be able
to raise this capital when needed.  The inability to obtain sufficient
funds from external sources when needed could have a material adverse affect on
our results of operations, financial condition and the success of future
projects.




We cannot predict
to what extent our current lack of liquidity and capital resources will impair
our new business operations. However we believe we will incur further operating
losses. There is no assurance that we can continue as a going concern without
continued funding. In our current state of development we reliant upon the
continued funding by related entities. There can be no assurance that this
funding will continue as these related parties are also affected by the global
financial turmoil.





We estimate that
the Company will require additional financing to cover legal, accounting,
consulting, management fees and the miscellaneous costs of being a reporting
company in the next fiscal year.





Going concern
qualification: We have incurred significant losses from operations for the year
ended September 30, 2008, and such losses are expected to
continue.  In addition, we have a working capital deficit of $379,356
and an accumulated deficit of $7,932,323.  The foregoing raises
substantial doubt about our ability to continue as a going concern. Our plans
include seeking additional capital and/or debt financing.  There is no
guarantee that additional capital and/or debt financing will be available when
and to the extent required, or that if available, it will be on terms acceptable
to us.  The financial statements do not include any adjustments that
might result from the outcome of this uncertainty.








CRITICAL ACCOUNTING
POLICIES AND ESTIMATES





The discussion and
analysis of results of operations and financial condition are based upon the
financial statements, which have been prepared in accordance with accounting
principles generally accepted in the United States of America (GAAP). The
preparation of these financial statements requires management to make estimates
and judgments that affect the reported amounts of assets, liabilities, revenues
and expenses, and related disclosure of contingent assets andliabilities.
Management


8


evaluates the
estimates on an on-going basis, including those related to bad debts,
inventories, investments, customer accounts, intangible assets, income taxes,
and contingencies and litigation. Management bases its estimates on historical
experience and on various other assumptions that they believe to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. Note 2 of the “Notes to
Financial Statements” includes a summary of the significant accounting policies
and methods used in the preparation of the financial statements. The following
is a brief description of the more significant accounting policies and methods
the Company uses.








Intangibles,
Goodwill and Other Assets





We regularly review
all of its long-lived assets, including goodwill and other intangible assets,
for impairment whenever events or changes in circumstances indicate that the
carrying value may not be recoverable. Factors as consider important that could
trigger an impairment review include, but are not limited to, significant
underperformance relative to historical or projected future operating results,
significant changes in the manner of use of the acquired assets or the strategy
for the Company’s overall business, and significant negative industry or
economic trends. When we determine that an impairment review is necessary based
upon the existence of one or more of the above indicators of impairment, we
measure any impairment based on a projected discounted cash flow method using a
discount rate commensurate with the risk inherent in our current business model.
Significant judgment is required in the development


of projected cash
flows for these purposes including assumptions regarding the appropriate level
of aggregation of cash flows, their term and discount rate as well as the
underlying forecasts of expected future revenue and expense. To the extent that
events or circumstances cause assumptions to change, charges may be required
which could be material.





Effective October 1, 2005, the Company
adopted SFAS No 142, “Goodwill and Other Intangible Assets”. SFAS No. 142 no
longer permits the amortization of goodwill and indefinite-lived intangible
assets. Instead, these assets must be reviewed annually (or more frequently
under prescribed conditions) for impairment in accordance with this statement.
If the carrying amount of the reporting unit’s goodwill or indefinite-lived
intangible assets exceeds the implied fair value, an impairment loss is
recognized for an amount equal to that excess. Intangible assets that do not
have indefinite lives are amortized over their useful lives.








Fair Value of Financial
Instruments





The carrying value
of advances to corporations, due to related parties, accounts payable and
accrued liabilities approximates fair value because of the short maturity of
these instruments. Unless otherwise noted, it is management’s opinion that the
Company is not exposed to significant interest, currency or credit risk arising
from these financial instruments.








Inflation





Although our
operations are influenced by general economic conditions, we do not believe that
inflation had a material affect on our results of operations during our fiscal
year ended September 30, 2008.










9








ITEM
7 - FINANCIAL STATEMENTS






















10













REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM








To the Board of
Directors


and
Stockholders of


InterAmerican
Gaming, Inc. (formerly known as Racino Royale, Inc.)


(A Development
Stage Company)


Nevada




We have audited the accompanying consolidated
balance sheet of InterAmerican Gaming, Inc. and Subsidiaries (a development
stage company) as of September 30, 2008, and the related consolidated statements
of operations and comprehensive loss, stockholders' equity (deficit), and cash
flows for the two years ended September 30, 2008 and 2007 and for the period
from reentering the development stage through September 30,
2008.  These financial statements are the responsibility of the
Company's management.  Our responsibility is to express an opinion on
these consolidated financial statements based on our audits.





We conducted our audits in accordance with the
standards of the Public Company Accounting Oversight Board (United
States).  Those standards require that we plan and perform the audits
to obtain reasonable assurance about whether the consolidated financial
statements are free of material misstatement.  The company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting.  Our audits included consideration
of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but for the purpose of
expressing an opinion on the effectiveness of the company’s internal control
over financial reporting.  Accordingly, we express no such
opinion.  An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe
that our audits provide a reasonable basis for our opinion.





In our opinion, the consolidated financial
statements referred to above present fairly, in all material respects, the
financial position of InterAmerican Gaming, Inc. and Subsidiaries as of
September 30, 2008, and the results of its operations and its cash flows
for the two years in the period then ended and for the period from reentering
the development stage through September 30, 2008, in conformity with accounting
principles generally accepted in the United States of America.





The accompanying consolidated financial
statements have been prepared assuming InterAmerican Gaming, Inc.  and
Subsidiaries will continue as a going concern.  As discussed in Note 1
to the consolidated financial statements, the Company has incurred losses that
have resulted in an accumulated deficit.  This condition raises
substantial doubt about the Company’s ability to continue as a going
concern.  Management’s plans regarding this matter are described in
Note 1.  The consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.








/s/ Rotenberg &
Co., LLP








Rotenberg &
Co., LLP


Rochester, New
York


December
29, 2008








F1




INTERAMERICAN GAMING, INC.AND SUBSIDIARIES


(formerly
known as Racino Royale, Inc.)


(A
Development Stage Company)


Consolidated
Balance Sheet


September
30, 2008





ASSETS2008Current
      assetsCash and cash
      equivalents
                                        
                                        $
                                        18,478Accounts
      receivable
                                        
                                        
                                        333Prepaid
      expenses
                                        
                                        
                                        2,035Total current
      assets
                                        
                                        
                                        20,846Equipment,
      net of accumulated amortization (Note 9)
                                        
                                        
                                        415,262Intangibles
      (Note 5)
                                        
                                        
                                        1,228,965Total
      assets
                                        
                                        $
                                        1,665,073
 
 LIABILITIESCurrent
      liabilitiesDue to
      related parties (Note 4)
                                              
                                              $
                                              185,868Accounts
      payable
                                              
                                              
                                              113,051Accrued
      liabilities
                                              
                                              
                                              8,500Unissued
      share liability (Note 8)
                                              
                                              
                                              43,900Obligations
      under capital lease  (Note 10)
                                              
                                              
                                              48,883Total current
      liabilities
                                              
                                              
                                              400,202Obligations
      under capital lease  (Note 10)
                                              
                                              
                                              249,467Total
      liabilities
                                              
                                              $
                                              649,669
 
 STOCKHOLDERS’ EQUITYCommon stock,
      $.00001 par value; 200,000,000 shares
                                  authorized,
      65,903,886 shares issued and outstanding (Note 7)
                                
                                $
                                660Additional
      paid-in capital
                                
                                
                                8,947,067Accumulated
      deficit
                                
                                
                                (7,932,323
                                )Total
      stockholders’ equity
                                
                                
                                1,015,404Total
      liabilities and stockholders’ equity
                                
                                $
                                1,665,073


F2




INTERAMERICAN
GAMING, INC. AND SUBSIDIARIES


(formerly
known as Racino Royale, Inc.)


(A
Development Stage Company)


Consolidated
Statements of Operations and Comprehensive Loss


Years
Ended September 30, 2008 and 2007 and the Period from


Re-entering
the Development Stage Through to September 30, 2008





2008
              
              
              2007
              
              
              (Note 1)
      Period fromRe-entering the
                Development
      Stage
                Through
      to
                September 30,
      2008RevenuesProvincial
      grant income
              
              $
              -
              
              
              $
              -
              
              
              $
              96,347Pari-mutuel
      betting income
              
              
              -
              
              
              
              -
              
              
              
              19,018Miscellaneous
      income
              
              
              -
              
              
              
              -
              
              
              
              571Total
      Revenues
              
              
              -
              
              
              
              -
              
              
              
              115,936Cost
      of RevenuesPurses and
      awards
              
              
              -
              
              
              
              -
              
              
              
              60,177Bets paid
      out
              
              
              -
              
              
              
              -
              
              
              
              12,539Total
      Cost of Revenues
              
              
              -
              
              
              
              -
              
              
              
              72,716Gross
      Margin
              
              
              -
              
              
              
              -
              
              
              
              43,220ExpensesManagement
      fees – related party
              
              
              223,788
              
              
              
              51,743
              
              
              
              275,531Professional
      fees
              
              
              138,881
              
              
              
              39,965
              
              
              
              204,277General and
      administrative
              
              
              670,322
              
              
              
              79,562
              
              
              
              857,229Total
      Expenses
              
              
              1,032,991
              
              
              
              171,270
              
              
              
              1,337,037Net
      loss before other expenses
              
              
              (1,032,991
              )
              
              
              (171,270
              )
              
              
              (1,293,817
              )Other
      Expense:Amortization
              
              
              7,038
              
              
              
              -
              
              
              
              7,038Foreign
      Currency Gain
              
              
              (22,216
              )
              
              
              (1,399
              )
              
              
              (23,615
              )Loss
      from Impairment of Licensing Rights (note 3)
              
              
              -
              
              
              
              1,317,471
              
              
              
              1,317,471Interest
      expense
              
              
              4,350
              
              
              
              -
              
              
              
              4,350Total
      other expenses
              
              
              (10,828
              )
              
              
              1,316,072
              
              
              
              1,305,244Loss
      from Continuing Operations
              
              
              (1,022,163
              )
              
              
              (1,487,342
              )
              
              
              (2,599,061
              )Income
      from Discontinued Operations, Net of Income Taxes
              
              
              -
              
              
              
              -
              
              
              
              14,508(Loss)
      Income Before Income Taxes
              
              
              (1,022,163
              )
              
              
              (1,487,342
              )
              
              
              (2,584,553
              )Provision for
      income taxes (Note 11)
              
              
              -
              
              
              
              -
              
              
              
              -Net
      (Loss) Income
              
              
              -
              
              
              
              (1,487,342
              )
              
              
              -Foreign
      currency translation adjustment
              
              
              -
              
              
              
              (12,037
              )
              
              
              -Comprehensive
      (Loss) Income
              
              $
              (1,022,163
              )
              
              $
              (1,499,379
              )
              
              $
              (2,584,553
              )Earnings
      for Weighted Average Number of Shares Outstanding During the
      YearBasicLoss from
      continuing operations
              
              $
              (0.024
              )
              
              $
              (0.05
              )Net
      Loss
              
              $
              (0.024
              )
              
              $
              (0.05
              )DilutedLoss from
      continuing operations
              
              $
              (0.024
              )
              
              $
              (0.05
              )Net
      Loss
              
              $
              (0.024
              )
              
              $
              (0.05
              )Weighted
      Average Number of
                Common
      Shares Outstanding During the YearBasic
              
              
              43,260,553
              
              
              
              28,848,886Diluted
              
              
              44,089,224
              
              
              
              29,092,788


F3







INTERAMERICAN
GAMING, INC. AND SUBSIDIARIES


(formerly
known as Racino Royale, Inc.)


(A
Development Stage Company)


Consolidated
Statements of Stockholders' Equity (Deficit)


Period
from Re-Entering the Development Stage


Through
September 30, 2008








Number
      of Shares
                  
                  
                  Amount
                  
                  
                  Additional
      Paid-in Capital
                  
                  
                  Accumulated
      Deficit
                  
                  
                  Accumulated
      Comprehensive Loss
                  
                  
                  Total
      Equity (Deficit)Balance
      December 15, 2004
                  
                  
                  23,223,886
                  
                  
                  $
                  233
                  
                  
                  $
                  5,278,750
                  
                  
                  $
                  (5,032,234
                  )
                  
                  $
                  (315,536
                  )
                  
                  $
                  68,787
                  )Net loss for
      the period
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (15,050
                  )
                  
                  
                  -
                  
                  
                  
                  (15,050
                  )Restatement
      of foreign currency translation adjustments
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (315,536
                  )
                  
                  
                  315,536
                  
                  
                  
                  -Balance,
      September 30, 2005
                  
                  
                  23,223,886
                  
                  
                  $
                  233
                  
                  
                  $
                  5,278,750
                  
                  
                  $
                  (5,362,820
                  )
                  
                  $
                  -
                  
                  
                  $
                  (83,837
                  )Issuance of
      common stock for licensing rights
                  
                  
                  5,000,000
                  
                  
                  
                  50
                  
                  
                  
                  1,200,000
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,200,050Issuance of
      common stock purchase warrants for licensing rights
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  93,694
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  93,964Foreign
      currency translation adjustment
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  12,037
                  
                  
                  
                  12,037Net loss for
      year
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (59,998
                  )
                  
                  
                  -
                  
                  
                  
                  (59,998
                  )Balance,
      September 30, 2006
                  
                  
                  28,223,886
                  
                  
                  $
                  283
                  
                  
                  $
                  6,572,444
                  
                  
                  $
                  (5,422,818
                  )
                  
                  $
                  $12,037
                  
                  
                  $
                  1,161,946Issuance of
      common stock for related party debt
                  
                  
                  5,000,000
                  
                  
                  
                  50
                  
                  
                  
                  249,950
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  250,000Foreign
      currency translation adjustment
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (12,037
                  )
                  
                  
                  (12,037
                  )Net loss for
      year
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (1,487,342
                  )
                  
                  
                  -
                  
                  
                  
                  (1,487,342
                  )Balance,
      September 30, 2007
                  
                  
                  33,223,886
                  
                  
                  $
                  333
                  
                  
                  $
                  6,822,394
                  
                  
                  $
                  (6,910,160
                  )
                  
                  $
                  -
                  
                  
                  $
                  (87,433
                  )Issuance of
      common stock pursuant to private placement
                  
                  
                  1,900,000
                  
                  
                  
                  19
                  
                  
                  
                  94,981
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  95,000Issuance of
      common stock for consulting services provided
                  
                  
                  200,000
                  
                  
                  
                  2
                  
                  
                  
                  9,998
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  10,000Exercise of
      common stock purchase warrants
                  
                  
                  200,000
                  
                  
                  
                  2
                  
                  
                  
                  29,998
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  30,000Common stock
      issued pursuant to acquisition of subsidiary
                  
                  
                  13,500,000
                  
                  
                  
                  135
                  
                  
                  
                  944,865
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  945,000Issuance of
      common stock in repayment of amounts owed to a related party
      liability
                  
                  
                  16,880,000
                  
                  
                  
                  169
                  
                  
                  
                  843,831
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  844,000Issuance of
      common stock purchase warrants
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  201,000
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  201,000Net loss for
      the year
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (1,022,163
                  )
                  
                  
                  -
                  
                  
                  
                  (1,022,163
                  )Balance
      September 30, 2008
                  
                  
                  65,903,886
                  
                  
                  $
                  660
                  
                  
                  $
                  8,947,067
                  
                  
                  $
                  (7,932,323
                  )
                  
                  $
                  -
                  
                  
                  $
                  1,015,404


F4


INTERAMERICAN
GAMING, INC. AND SUBSIDIARIES


(formerly
known as Racino Royale, Inc.)


(A
Development Stage Company)


Consolidated
Statements of Cash Flows


Years
Ended September 30, 2008 and 2007 and the Period from


Re-entering
the Development Stage Through to September 30, 2008





For
      the year ended September 30, 2008
                
                
                For
      the year ended September 30, 2007
                
                
                (Note
      1)
                  Period
      from
                  Re-entering
      the Development Stage Through to September 30, 2008Operating
      activities(Loss)
                
                $
                (1,022,163
                )
                
                $
                (1,487,342
                )
                
                $
                (2,599,061
                )Adjustments
      to reconcile net (loss) to net
                  cash
      (used) by operating activities:Impairment of
      licensing rights
                
                
                -
                
                
                
                1,317,471
                
                
                
                1,317,471Amortization
                
                
                7,038
                
                
                
                -
                
                
                
                7,038Changes
      in operating assets and liabilities:Decrease
      (increase) in accounts receivable
                
                
                (333
                )
                
                
                5,847
                
                
                
                (333
                )Decrease
      (increase) in prepaid expenses
                
                
                (1,779
                )
                
                
                (256
                )
                
                
                (2,035
                )Increase
      (decrease) in accounts payable
                
                
                189,781
                
                
                
                10,124
                
                
                
                216,857Increase
      (decrease) in accrued liabilities
                
                
                (500
                )
                
                
                (7,431
                )
                
                
                7,500Net
      cash provided by (used in) operating activities
                
                
                (827,956
                )
                
                
                (161,587
                )
                
                
                (1,052,563
                )Investing
      activitiesAcquisition
      of capital assets
                
                
                (123,950
                )
                
                
                -
                
                
                
                (123,950
                )Acquisition
      of licensing rights
                
                
                -
                
                
                
                -
                
                
                
                (23,727
                )Net
      cash provided by (used in) investing activities
                
                
                (123,950
                )
                
                
                -
                
                
                
                (147,677
                )Financing
      activitiesPrivate
      placement
                
                
                95,000
                
                
                
                -
                
                
                
                396,127Increase
      in due to/from related parties
                
                
                872,909
                
                
                
                149,040
                
                
                
                872,909Net
      cash provided by (used in) financing activities
                
                
                967,909
                
                
                
                149,040
                
                
                
                1,269,036Increase
      (decrease) in cash and cash equivalents from continuing
      operations
                
                
                16,003
                
                
                
                (12,547
                )
                
                
                68,796Increase
      (decrease) in cash and cash equivalents from discontinued
      operations
                
                
                -
                
                
                
                -
                
                
                
                (50,318
                )Effect
      of Exchange Rate Changes
                
                
                -
                
                
                
                (12,037
                )
                
                
                -Increase
      (decrease) in cash and cash equivalents
                
                
                16,003
                
                
                
                (24,584
                )
                
                
                18,478Cash
      and cash equivalents, beginning of year
                
                
                2,475
                
                
                
                27,059
                
                
                
                -Cash
      and cash equivalents, end of year
                
                $
                18,478
                
                
                $
                2,475
                
                
                $
                18,478





Non cash
activities:





During the twelve
months ended September 30, 2008 the Company:





·
            issued
      13,500,000 common shares valued at $945,000 pursuant to the acquisition of
      InterAmerican Gaming Corp;


·
            issued
      16,880,000 common shares valued at $844,000 in repayment of amounts owed
      to a related party;


·
            issued
      200,000 common shares valued at $10,000 for consulting services
      provided;


·
            issued
      200,000 common shares pursuant to the exercise of common share purchase
      warrants valued at $30,000 for consulting services
    provided;


·
            issued
      2,000,000 common share purchase warrants valued at $201,000 for consulting
      services;·
            obtained
      lease purchase financing totaling $294,000 from a related party for gaming
      equipment.





During the twelve
months ended September 30, 2007 the Company:





·
            issued
      5,000,000 common shares, valued at $250,000, to a related party for debt
      owed arising from services
provided.





F5


INTERAMERICAN
GAMING, INC. AND SUBSIDIARIES


(formerly
known as Racino Royale, Inc.)


(A
Development Stage Company)


Notes To
Consolidated Financial Statements


September
30, 2008 and 2007











1.     
Nature of Business and Basis of Presentation and Development Stage
Activities




The
Company was incorporated on September 2, 1999 in the State of Nevada as LMC
Capital Corp. and was organized for the purpose of creating a corporate vehicle
to locate and acquire an operating business.  On December 12, 2001,
the Company changed its name to K-Tronik International Corp.
("KTI").




By
agreement dated November 29, 2001 and approved by the board of directors
effective December 12, 2001, KTI issued 14,285,714 shares of restricted common
stock to the shareholders of K-Tronik Int'l Corporation, a Nevada corporation,
in exchange for 100% interest in K-Tronik Asia Corporation ("KTA"), a Korean
corporation.  In connection with this transaction, K-Tronik Int'l
Corporation changed its name effective December 12, 2001 to K-Tronik N.A. Inc.
("KTNA").




The
acquisition resulted in the former shareholders of KTNA acquiring 93.4% of the
outstanding shares of KTI and has been accounted for as a reverse acquisition
with KTNA being treated as the accounting parent and KTI, the legal parent,
being treated as the accounting subsidiary.  Accordingly, the
consolidated results of operations of KTI included those of KTNA for all periods
shown and those of the KTI since the date of the reverse
acquisition.




KTNA
and KTA were engaged in the manufacture and distribution of various types of
electronic stabilizers and illuminator ballasts for fluorescent lighting
fixtures.  KTNA granted credit, on an unsecured basis, to distributors
and installers located throughout the United States.




On
December 15, 2004, KTI entered into an agreement to sell all of its interest in
KTNA and the fixed assets of its subsidiary, KTA.  KTI is no longer
engaged in the business of manufacturing, distributing or selling electronic
ballasts and is considered to have re-entered the development stage at December
15, 2004.




On
June 13, 2006, KTI announced it would implement a new corporate strategy
focusing on horseracing track development opportunities.  An agreement
was signed on June 19, 2006 to buy exclusive rights for a racetrack and casino
(racino) development opportunity in Saskatchewan, Canada.  As part of
the new strategy the Company incorporated 6584292 Canada Inc. under which it
would operate the new development opportunity.  On July 5, 2006, KTI
changed its name to Racino Royale, Inc. (“RR” or the “Company”) to reflect its
intention to engage in the business of owning or leasing race-courses and/or
conduct horse-races.





On January 28, 2008, the Company
acquired all of the issuedand outstanding shares
of InterAmerican Gaming Corp. (“InterAmerican”) a private casino management
company focused onLatin
America. InterAmerican provides experience in the Latin
American gaming markets with specialization in implementing technology, systems
and marketing programs. The company is pursuing acquisitions of existing
operations as well as developing casino projects with hotel and resort
partners.




On June 19, 2008, the Company formed a
new subsidiary called IAG Peru S.A.C. (“IAG Peru”) to begin to organize the
development of certain Peruvian opportunities.IAG Peru is 99% owned by
InterAmericanGaming Operationsand 1% byInterAmerican Gaming, Inc.


F6




Going
Concern




The
accompanying consolidated financial statements have been prepared on a going
concern basis, in accordance with accounting principles generally accepted in
the United States of America.




The
going concern basis of presentation assumes that the Company will continue in
operation for the foreseeable future and will be able to realize its assets and
discharge its liabilities and contingencies in the normal course of
operations.




There
is doubt about the Company's ability to continue as a going concern as it has
operating losses from continuing operations of $1,022,163 (2007 - $1,487,342)
and a working capital deficiency of $379,356 as at September 30,
2008.  The Company's ability to continue as a going concern is
dependent upon the Company's ability to raise additional capital and
successfully complete a business acquisition or business
opportunity.  The outcome of these matters cannot be predicted at this
time.




The
consolidated financial statements have been prepared on a going concern basis
and do not include any adjustments to the amounts and classifications of the
assets and liabilities that would be necessary if the going concern basis was
not appropriate.







2.
            Summary
      of Significant Accounting Policies




The
accounting policies of the Company are in accordance with accounting principles
generally accepted in the United States of America. Outlined below are those
policies considered particularly significant:





Use
of estimates





The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenue and expenses during the
period.  Actual results could differ from these estimates, and such
differences could be material.





Consolidated
financial statements





The
consolidated financial statements include the accounts of the Company, its three
wholly-owned subsidiaries 6584292 Canada, Inc., InterAmerican Operations, Inc.
and InterAmerican Gaming Peru S.A.C.  6584292 Canada,
Inc.  is incorporated under the laws of the Province of Ontario,
Canada and is inactive.  InterAmerican Operations, Inc. is
incorporated under the laws of Nevada, and InterAmerican Gaming Peru S.A.C. is
incorporated under the laws of Peru.  All inter-company transactions
have been eliminated.





Cash
and Cash Equivalents





The
Company considers all highly liquid investments with an initial maturity date of
three months or less and money market accounts to be cash
equivalents.





Licensing
Rights





Licensing
rights are recorded at cost and are considered to have a perpetual life.
Licensing rights are tested for impairment on a periodic basis or when events or
circumstances dictate.





F7


Equipment





Equipment
is recorded at cost less accumulated amortization.  Amortization is
provided over estimated useful life of the assets using the following annual
rates:





Office
      equipment
                      
                      5
      years straight-lineGaming
      equipment
                      
                      5
      years
straight-line





Equipment
is reviewed for impairment in accordance with Statement of Financial Accounting
Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of
Long-lived Assets”, which was adopted effective January 1,
2002.  Under SFAS No. 144, these assets are tested for recoverability
whenever events or changes in circumstances indicate that their carrying amounts
may not be recoverable.  An impairment charge is recognized for the
amount, if any, when the carrying value of the asset exceeds the fair
value





Revenue
Recognition




The
Company recognizes as gaming revenues the net win from gaming activities which
is the difference between coins and currency deposited into the machines and
payments made to customers.




Foreign
Currency Translation




The
Company accounts for foreign currency translation pursuant to the Statement of
Financial Accounting Standards (“SFAS”) No. 52, “Foreign Currency
Translation”.  The Company’s foreign subsidiary’s functional currency
is the Canadian dollar.  All assets and liabilities of the Company’s
foreign subsidiary are translated into United States dollars using the rate of
exchange in effect at the end of the period.  Revenues and expenses
are translated at the average rate of exchange prevailing throughout the
period.  Translation adjustments are reflected as a separate component
of stockholders' deficit in accumulated other comprehensive loss for the
period.





Comprehensive
Income (Loss)




The
Company adopted SFAS No. 130, “Reporting Comprehensive Income”.  SFAS
No. 130 establishes standards for reporting and presentation of comprehensive
income (loss) and its components in a full set of financial
statements.  Comprehensive income (loss) is presented in the
consolidated financial statements of operations, and consists of unrealized
gains (losses) on available for sale marketable securities; foreign currency
translation adjustments and charges in market value of future contracts that
qualify as a hedge; and negative equity adjustments recognized in accordance
with SFAS No. 87, “Employers’ Accounting for Pensions”.  SFAS No. 130.
requires only additional disclosures in the consolidated financial statements
and does not affect the Company’s consolidated financial position or results of
operations.





Acquisitions
and Business Combinations




The
Company accounts for acquisitions and business combinations under the purchase
method of accounting. The Company includes the results of operations of the
acquired business from the acquisition date. Net assets of the companies
acquired are recorded at their fair value at the acquisition date. The excess of
the purchase price over the fair value of net assets acquired are included in
intangible assets and goodwill in the accompanying consolidated balance
sheets.





Intangibles,
goodwill and other assets





The
Company follows SFAS No 142, “Goodwill and Other Intangible
Assets”.  SFAS No. 142 does not permit the amortization of goodwill
and indefinite-lived intangible assets.  Instead, these assets must be
reviewed annually (or more frequently under prescribed conditions) for
impairment in accordance with this


F8


statement. If
the carrying amount of the reporting unit’s goodwill or indefinite-lived
intangible assets exceeds the implied fair value, an impairment loss is
recognized for an amount equal to that excess.  Intangible assets that
do not have indefinite lives are amortized over their useful lives.





The
Company annually reviews all of its long-lived assets, including goodwill and
other intangible assets, for impairment whenever events or changes in
circumstances indicate that the carrying value may not be recoverable based on
undiscounted cash flows. Factors the Company considers important that could
trigger an impairment review include, but are not limited to, significant
underperformance relative to historical or projected future operating results,
significant changes in the manner of use of the acquired assets or the strategy
for the Company’s overall business, and significant negative industry or
economic trends and the current fair market value if available. When management
determines that an impairment review is necessary based upon the existence of
one or more of the above indicators of impairment, the Company measures any
impairment based on a projected discounted cash flow method using a discount
rate commensurate with the risk inherent in our current business model.
Significant judgment is required in the development of projected cash flows for
these purposes including assumptions regarding the appropriate level of
aggregation of cash flows, their term and discount rate as well as the
underlying forecasts of expected future revenue and expense. To the extent that
events or circumstances cause assumptions to change, charges may be required
which could be material.





Capital
Leases





The
Company’s policy is to record leases, which transfer substantially all benefits
and risks incidental to ownership of property, as acquisitions of property and
equipment and to record the incurrence of corresponding obligations as
liabilities. Obligations under capital leases are reduced by rental payments net
of imputed interest.





Advertising
Costs





The
Company expenses advertising costs as incurred in accordance with SOP
93-7.





Fair
Value of Financial Instruments





The
carrying value of cash and cash equivalents, receivables, accounts payable and
accrued liabilities and customer deposits approximates fair value because of the
short maturity of these instruments.  The carrying value of long-term
debt also approximates fair value.  Unless otherwise noted, it is
management’s opinion that the Company is not exposed to significant interest,
currency or credit risk arising from these financial instruments.





Valuation
of Warrants





The
Company estimates that value of common shares purchase warrants issued using the
Black-Scholes pricing model.





Income
Taxes





The
Company follows Statement of Financial Accounting Standards No. 109, “Accounting
for Income Taxes” (“FAS 109”) which requires the use of the asset and liability
method of accounting of income taxes.  Under the assets and liability
method of FAS 109, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to temporary differences between the
financial


statements
carrying amounts of existing assets and liabilities and loss carry forwards and
their respective tax bases.  Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the year
in which those temporary differences are expected to be recovered or
settled.


F9





Basic
and Diluted Earnings (Loss) Per Share





The
Company reports basic earnings (loss) per share in accordance with Statement of
Financial Accounting Standards No. 128, “Earnings Per Share”.  Basic
earnings (loss) per share is computed using the weighted average number of
shares outstanding during the year.  Diluted earnings per share
include the potentially dilutive effect of outstanding common stock options and
warrants which are convertible to common shares.  Diluted loss per
share is not presented if the results would be “anti-dilutive”.





Recently
Issued Accounting Standards





In
May 2008, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standard (“SFAS”) No. 162, “The Hierarchy of Generally Accepted
Accounting Principles”.  SFAS 162 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements of nongovernmental entities that are
presented in conformity with generally accepted accounting principles (GAAP) in
the United States.  SFAS 162 is effective 60 days following SEC’s
approval of the Public Company Accounting Oversight Board amendments to AU
Section 411, The Meaning of Present Fairly Conformity with Generally Accepted
Accounting Principles.  The Company is currently evaluating the impact
of SFAS 162 on its consolidated financial statements but does not expect it to
have a material effect.





In
February 2007, the FASB issued FASB Statement NO. 159, “The Fair Value Option
for Financial Assets and Financial Liabilities – Including an Amendment of FASB
Statement No. 115” (“SFAS 159”). The fair value option established by SFAS 159
permits all entities to choose to measure eligible items at fair value at
specified election dates. A business entity will report unrealized gains or
losses on items for which the fair value option has been elected in earnings (or
another performance indication if the business entity does not report earnings)
at each subsequent reporting date. The fair value option: (a) may be applied
instrument by instrument, with a few exceptions, such as investments otherwise
accounted for by the equity method; (b) is irrevocable (unless a new election
date occurs); and (c) is applied only to entire instruments and not to portions
of instruments. FASB No. 159 is effective as of the beginning of the fiscal
years beginning after November 15, 2007. The Company is currently evaluating
what impact, if any, SFAS 159 will have on its financial position or results of
operations.





FASB
Interpretation No. 48, “Accounting for Uncertainty in Income
Taxes, an interpretation of FASB Statement No.109.” Interpretation
48 prescribes a recognition threshold and a measurement attribute for the
financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return.  Benefits from tax positions
should be recognized in the financial statements only when it is more likely
than not that the tax position will be sustained upon examination by the
appropriate taxing authority that would have full knowledge of all relevant
information.  The amount of tax benefits to be recognized for a tax
position that meets the more-likely-than-not recognition threshold is measured
as the largest amount of benefit that is greater than fifty percent likely of
being realized upon ultimate settlement.  Tax benefits relating to tax
positions that previously failed to meet the more-likely-than-not recognition
threshold should be recognized in the first subsequent financial reporting
period in which


that
threshold is met or certain other events have occurred.  Previously
recognized tax benefits relating to tax positions that no longer meet the
more-likely-than-not recognition threshold should be derecognized in the first
subsequent financial reporting period in which that threshold is no longer
met.  Interpretation 48 also provides guidance on the accounting for
and disclosure of tax reserves for unrecognized tax benefits, interest and
penalties and accounting in interim periods. Interpretation 48 is effective for
fiscal years beginning after December 15, 2006.  The change in net
assets as a result of


applying
this pronouncement will be a change in accounting principle with the cumulative
effect of the change required to be treated as an adjustment to the opening
balance of retained earnings on January 1, 2007, except in certain cases
involving uncertainties relating to income taxes in purchase business
combinations.  In such instances, the impact of the adoption of
Interpretation 48 will result in an adjustment to goodwill.  The
Company adopted Interpretation 48 on October 1, 2006, which did not have a
material impact on the Company’s financial statements.


F10





3.
            Impairment
      of Licensing Rights




On
June 14, 2006, the Company acquired the exclusive rights for a racetrack
development opportunity in Saskatchewan, Canada




Licensing
rights were valued as follows:




Cash
                    
                    $
                    22,727Capital
      stock issuance (5,000,000 shares at $0.24 per share)
                    
                    
                    1,200,050Warrants
      (500,000 at $0.10 per share)
                    
                    
                    93,694Legal
      costs
                    
                    
                    1,000Total
                    
                    $
                    1,317,471




The
warrants are exercisable at $0.10 per share, expiring in three years from the
date of issuance.





The
licensing rights were tested for recoverability and as a result of a change in
events and circumstances it was determined that the carrying amount may not be
recoverable.  As a result, an impairment charge was recognized for the
full amount of the licensing.








4.
            Due
      to Related Parties





Periodically, the Company advances funds
and pays expenses on behalf of related parties and funds are advanced and
expenses are paid by related parties on behalf of the Company.  These
transactions result in non-interest bearing payables or receivables to related
parties.





Amounts due to related parties
were:





September
      30, 2008Entities
      with common directors and /or officers
                  
                  $
                  157,630Officers
      and directors
                  
                  
                  28,238Total
                  
                  $
                  185,868





Amounts due to related parties are
non-interest bearing, unsecured and do not have any specific repayment terms.








5.
            Intangibles







On January 28, 2008, the Company
acquired intangible assets, valued at $1,228,965, representing purchased
management agreements or contracts associated with gaming business opportunities
inLatin
America(Note 6). The
agreements which at the time of acquisition were in the form of letters of
intent to manage; the redevelopment of a slot
machine gaming venue at a horseracing enterprise in Latin America, to redesign
and improve horseracing simulcasting operations and other related gaming related
ventures. Intangible assets will begin to be amortized once contracts are signed
and begin to produce revenue.


F11







6.
            Acquisition
      of InterAmerican





On January 28, 2008, the Company
acquired InterAmerican in exchange for 13,500,000 shares. The consolidated
financial statements include the operating results of InterAmerican effective
February 1, 2008.





The
business combination is accounted for using the purchase method.  The
fair value of the assets acquired is as follows:




Intangibles
      assets
                        
                        $
                        1,228,965Less
      liabilities assumed:Accounts
      payable
                        
                        
                        (134,233
                        )Due
      to related parties
                        
                        
                        (149,732
                        )Net
      assets acquired at fair value
                        
                        $
                        945,000Total
      consideration:13,500,000
      common shares
                        
                        $
                        945,000


The
purchase price was assigned to intangible assets (Note 5).










7.      Capital
Stock




The
Company has authorized capital of 200,000,000 shares of common stock with a par
value of $0.00001 of which 65,903,886 shares are issued and outstanding as of
September 30, 2008 (33,223,886 as at September 30, 2007).




During
      the twelve months ended September 30, 2008 the Company
    issued:




·
            13,500,000
      common shares valued at $945,000 pursuant to the acquisition of
      InterAmerican Gaming Corp;


·
            16,880,000
      common shares valued at $844,000 in repayment of amounts owed to a related
      party;


·
            1,900,000
      common shares valued at $95,000 pursuant to private
    placement;


·
            400,000
      common shares valued at $40,000 pursuant to payment of
      liabilities.





Amendments to Articles of
Incorporation





On July 14, 2008, shareholders
representing a majority of our voting capital stock outstanding consented to
amendments to our Articles of Incorporation and to ratify adoption of the
Company’s 2008 Stock Option Plan. The purpose of the
amendments is to increase our authorized capital stock from 100,000,000 shares,
consisting of 100,000,000 shares of Common Stock, to 200,000,000 shares of
authorized capital, consisting of 200,000,000 shares of Common
Stock.





F12


The following is a
summary of warrant activity for fiscal 2008.





Number
                    of Shares to
      Purchase under WarrantsBalance,
      September 30, 2007
                  
                  
                  500,000Issued
                  
                  
                  2,400,000Exercised
                  
                  
                  (200,000
                  )Expired
                  
                  
                  -Balance,
      September 30, 2008
                  
                  
                  2,700,000








Warrants
outstanding at September 30, 2008 consist of the following:





Issue
      Date
                
                Expiration
      Date
                
                Exercise
                  Price
                
                Number
                  of
      SharesJanuary 1,
      2008
                
                May 31,
      2009
                
                0.05
                
                1,000,000June 19,
      2006
                
                June 19,
      2009
                
                0.10
                
                500,000September 26,
      2008
                
                September 26,
      2010
                
                0.15
                
                1,000,000February 28,
      2008
                
                February 28,
      2010
                
                0.15
                
                200,000








Should
all outstanding warrants be exercised, the total additional consideration
available to the Company is approximately $280,000. A maximum of 2,700,000
common shares would be issued.







The
      Company has an Incentive Stock Option Plan which was approved at a
      shareholders meeting held on July 14, 2008. The Company is authorized to
      issue up to 7,500,000 shares of its common stock under the plan. There are
      no stock options outstanding as of September 30, 2008 and the Company has
      not recorded any stock based compensation in the current or any prior
      periods.







8.      Unissued
Share Liability







The
Company agreed to issue 9,758,000 common shares valued at $487,900 in repayment
of related party liabilities owed to Gamecorp Ltd.  As of September
30, 2008, 878,000 shares had not yet been issued and the Company has recorded a
$43,900 un-issued share liability representing the fair value of the un-issued
shares.  Subsequent to September 30, 2008, 878,000 common shares were
issued to Gamecorp Ltd. representing the unissued share liability.








9.      Equipment





September
      30,
                            2008
                          
                          
                          December
      31, 2007AccumulatedCost
                          
                          
                          Amortization
                          
                          
                          Net
                          
                          
                          NetEquipment
      under capital lease
                          
                          
                          418,057
                          
                          
                          
                          6,967
                          
                          
                          
                          411,090
                          
                          
                          
                          -Office
      equipment
                          
                          
                          4,243
                          
                          
                          
                          71
                          
                          
                          
                          4,172
                          
                          
                          
                          -$
                          422,300
                          
                          
                          $
                          7,038
                          
                          
                          $
                          415,262
                          
                          
                          
                          -


F13




10.    Obligations
Under Capital Lease





On August 31, 2008 the Company obtained
lease purchase financing totaling $294,000 from a related party for gaming
equipment.  The Company willbeobligated to pay monthly payments of
$11,275based on a term of 36 months and an
effective lease rate of 18%.  The equipment has been provided as
security for the financing.




Minimum
lease payments on capital lease obligations are as follows:







2009
                  
                  101,4802010
                  
                  135,3062011
                  
                  135,3062012
                  
                  39,150411,242Less
      imputed interest
                  
                  (112,892)Lease
      obligation
                  
                  298,350Less:
      current portion
                  
                  (48,883)$
                  249,467









11.   
Income Taxes




Under SFAS No. 109 income taxes are
recognized for the following: a) amount of tax payable for the current year, and
b) deferred tax liabilities and assets for future tax consequences of events
that have been recognized differently in the financial statements than for tax
purposes.





The Company has tax losses available to
be applied against future year’s income.  Due to the losses incurred
from a predecessor business and expected future operating results, management
determined that it is more likely than not that the deferred tax asset resulting
from the tax losses available for carry forward will not be realized in timely
manner, through the reduction of future income tax payments. Accordingly a 100%
valuation allowance has been recorded for deferred income tax
assets.




12.
            Comparative
      Information




Certain
      comparative figures have been reclassified in order to conform with the
      current year's presentation.













F14














ITEM
8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND


FINANCIAL
DISCLOSURE





Effective October
17, 2007, the firm of SF Partnership, LLP, (“SFP”), our independent accountant
who audited our consolidated financial statements for our fiscal years ending
September 30, 2006 and 2005 was dismissed.  Our Board of Directors
authorized this action.  SFP had audited our financial statements for
the fiscal years ended September 30, 2006 and 2005, and reviewed our financial
statements for the relevant interim periods.





In connection with
the audit of our consolidated financial statements as of and for the fiscal
years ended September 30, 2006 and 2005 and for the subsequent interim period
through October 16, 2007, there were no disagreements with SFP on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope of procedures, which disagreements, if not resolved to the satisfaction of
SFP, would have caused them to make reference in connection with its reports to
the subject matter of the disagreements.





The audit report of
SFP on our consolidated financial statements as of and for the years ended
September 30, 2006 and 2005, did not contain an adverse opinion or disclaimer of
opinion, nor was it qualified or modified as to uncertainty, audit scope, or
accounting principles, except as follows:




“The accompanying
consolidated financial statements have been prepared assuming that the company
will continue as a going concern. As discussed in note 1 to the consolidated
financial statements, the company experienced operating losses and has a working
capital deficiency. These factors raise substantial doubt about the Company's
ability to continue as a going concern. The consolidated financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.”





In addition,
effective October 17, 2007, we retained the firm of Rotenberg & Co., LLP of
Rochester, NY ("Rotenberg”) to audit our consolidated financial statement for
our fiscal year ending September 30, 2007, and include such report as part of
our annual report on Form 10-KSB for our fiscal year ending September 30,
2007.  This change in independent accountants was approved by our
Board of Directors.  There were no consultations between us and
Rotenberg prior to their appointment.





ITEM 8A. CONTROLS
AND PROCEDURES





We maintain a
system of disclosure controls and procedures that is designed to provide
reasonable assurance that information, which is required to be disclosed, is
accumulated and communicated to management in a timely manner. We have concluded
that the disclosure controls and procedures are effective at the reasonable
assurance level as of the date of this report and that the system is operating
in an effective way to ensure appropriate and timely disclosure.





The term
“disclosure controls and procedures” means controls and other procedures of ours
that are designed to ensure that information required to be disclosed by us in
the reports that it files or submits under the Securities Exchange Act of 1934,
as amended (15 U.S.C. 78a et seq.) (the “Act”) is recorded, processed,
summarized and reported, within the time periods specified in the U.S.
Securities and Exchange Commission's rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by this Company in the reports
that it files or submits under the Act is accumulated and communicated to our
management, including its principal executive and principal financial officers,
or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.





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 corrective actions with regard to significant deficiencies and
material weaknesses.








11


PART
III





ITEM
9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.





Our current
directors are John G. Simmonds, Jason Moretto, Graham Simmonds, Randy Barber and
Adam Szweras. Their terms expire upon the election and qualification of their
successors.





On May 14, 2008,
Graham Simmonds, Randy Barber and Adam Szweras were appointed as directors, and
Carrie Weiler resigned as a director.





The following table
sets forth the names, ages and positions of our directors:





Name
                Age
                PositionJohn G.
      Simmonds
                58
                Chairman of
      the BoardJason R.
      Moretto
                39
                DirectorGraham
      Simmonds
                35
                DirectorRandy
      Barber
                61
                DirectorAdam
      Szweras
                37
                Director





Biographical Information
Regarding Directors





John G. Simmonds, President, Chief
Executive Officer and Chairman of the Board.Mr. Simmonds has 40
years experience in the communications sector. He has served as a Director and
Chief Executive Officer of the Company since June 2006. He serves as Chief
Executive Officer and Chairman of the Board of Wireless Age Communications, Inc.
Mr. Simmonds served as Chief Executive Officer of Lumonall Inc. from
September 2004 to April 2008. He also serves as a director. Mr. Simmonds to
the Board of Directors of Minacs Worldwide, a TSX listed company, in June 2005.
He served as a director until February 2006. Mr. Simmonds was appointed as
Director of Gamecorp Ltd. (formerly Eiger Technology, Inc.)(CNSX: GGG, OTCBB:
ETIFF) and Chief Executive Officer and President of Newlook Industries Corp.
(NLI:TXSV) in September 2005. He continues to serve as director of Gamecorp
Ltd., and was appointed CEO in April 2007. He resigned as an officer of Newlook
Industries Corp. in February 2007 and was reappointed in July 2007.
Mr. Simmonds served as the Chief Executive Officer, of Gate To Wire
Solutions, Inc. (formerly TrackPower, Inc.) (OTCBB:GWIR) from 1998 to May 2004.
Mr. Simmonds also served as Chairman and director of Gate To Wire
Solutions, Inc. from 1998 to November 2006, in February 2007 Mr. Simmonds
was reappointed CEO and Chairman of the Board.  Gate To Wire
Solutions, Inc. is a corporation whose current business plan and activities are
designed around the equine racing and wagering industries. Mr. Simmonds has
also been involved with several other companies. Mr. Simmonds served as
Chief Executive Officer, Chairman and Director of Phantom Fiber Corporation
(OTCBB: PHMF), formerly Pivotal Self-Service Technologies, Inc. and resigned in
June of 2004.





Jason R. Moretto, Director.
Mr. Moretto in addition to being director of the Company is also a director of
Gamecorp Ltd. (formerly Eiger Technology, Inc.)(CNSX: GGG, OTCBB: ETIFF) a
shareholder of the Company.  Mr. Moretto was previously employed by
BMO Nesbitt Burns (now BMO Capital Markets), a full service investment dealer
based in Toronto, Canada from September of 1997 to February of 2003. From 1995
to 1997, Mr. Moretto was National Accounting Manager for Universal Concerts
Canada (now House of Blues Entertainment), Canada’s largest promoter of live
music and entertainment and operator of the Molson Amphitheatre in
Toronto.  Prior to that, he practiced as an accountant in public
practice.  He also recently served as a Member of the Ontario
Securities Commission's Small Business Advisory Committee. Mr. Moretto holds a
Bachelor of Commerce degree from the University of Toronto, and is a Certified
General Accountant and Chartered Financial Analyst.





Graham Simmonds,
Director.Mr. Simmonds became a Director of our Company in May
2008.  Mr. Simmonds is currently and has been CEO of Baymount Inc.
since 2003.  Baymount is a publicly listed company trading on the TSX
Venture Exchange (TSXV) under the symbol BYM.  In 1997, Mr. Simmonds
served as VP and General Manager of Gate To Wire Solutions, Inc (formerly
TrackPower, Inc.) from 1998 to 2001 and continued to consult to Gate To Wire
Solutions, Inc. until 2003.  Mr. Simmonds attended McGill University
from 1992 to 1996. Mr. Simmonds is currently a Director of Baymount,
Inc.


12





G. Randy Barber, Director.
Mr. Barber became a Director of our Company in May 2008. Mr. Barber is
a respected gaming executive with over 40 years of business, regulatory and
governmental experience. Mr. Barber was appointed by the Premier of Ontario
as Chair of the Alcohol and Gaming Commission of Ontario (AGCO) in 1997, serving
in that role until March 2005. In that capacity, Mr. Barber regulated
liquor licensing and all forms of gaming in the province of Ontario, reporting
to the Minister of Consumer and Business Services. Since March 2005, upon
leaving his post at the AGCO, he has provided advisory and management services
to the Alcohol and Gaming Industries in North America and Europe through his own
consultancy firm. Since June 2008, Mr. Barber has also served as a director
of Gate to Wire Solutions, Inc., a public reporting company. He holds an
International Masters of Gaming Law degree. Upon his election as a director of
our Company, he will devote only such time as necessary to our
business.





Adam Szweras,
Director.Mr. Szweras is a securities law partner with Fogler,
Rubinoff LLP in Toronto as well as a director and co-founder of Foundation
Opportunities Inc., a Toronto based investment bank.  Mr. Szweras is a
past editor of Canadian International Lawyer and the Canadian Bar Association
Globetrotter.  He joined Fogler, Rubinoff as a partner in 2006 after
practicing securities and corporate law with another major Canadian
firm.  Prior to that he was the managing partner of a prominent Bay
Street securities law boutique.  Mr. Szweras is currently a director
of Silver Shield Resources Corp. a public entity trading on the
TSXV.  Mr. Szweras resides on boards of various public
companies.  Mr. Szweras holds a L.L.B., 1994 from the Osgoode Hall Law
School and is a member of the Law Society of Upper Canada.





Board
and Committee Meetings





Information
concerning the Audit Committee maintained by the Board of Directors is set forth
below.





The Board held 4
meetings during the 2008 fiscal year, including taking action by consent
pursuant to the laws of the State of Nevada on three occasions. Not all
directors attended 100% of the Board meetings while serving as such director,
and not all directors attended 100% of all committee meetings on which he served
as a committee member.





The audit committee
is the only standing committee of our Board and consists of Graham Simmonds,
Randy Barber and Jason Moretto.





Our audit committee
(the “Audit Committee”) held four meetings during fiscal 2008. The Audit
Committee, among other things, recommends our independent auditors, reviews our
financial statements, reports and recommendations regarding the adequacy of
internal accounting controls made by the independent auditors and considers such
other matters with respect to the accounting, auditing and financial reporting
procedures as it may deem appropriate or as may be brought to its
attention.





Our Audit Committee
is supposed to be composed of outside directors who are not officers or
employees of the Company or its subsidiaries. The Audit Committee at this time
is not composed of a majority of independent directors. We plan to reconstitute
the Board and Audit Committees under these guidelines upon closing the proposed
InterAmerican Gaming Corp. transaction.  In the opinion of the Board
an “independent” is defined under current standards of the American Stock
Exchange (including the heightened independence requirements of audit committee
members), these directors are independent of management and free of any
relationship that would interfere with their exercise of independent judgment as
member of this committee.





Board of Directors
Independence





Our Board of
Directors reviews the relationships that each director has with us and other
parties. Only those directors who do not have any of the categorical
relationships that preclude them from being independent within the meaning of
American Stock Exchange Company Guide, Part I Section 121, and who the Board of
Directors affirmatively determines have no relationships that would interfere
with the exercise of independent judgment in carrying out the responsibilities
of a director, are considered to be Independent Directors. Our Board of
Directors has reviewed a number of factors to evaluate the independence of each
of its members. These factors include its members’ current and historic
relationships with us and our subsidiaries; their relationships with management
and other directors; the relationships their current and former employers have
with us and our subsidiaries; and the relationships between us and other
companies on which our board members are directors or


13


executive officers.
After evaluating these factors, the Board of Directors has determined that only
one of the three “independent” as defined by American Stock Exchange Company
Guide, Part I Section 121, all applicable rules and regulations of the SEC, and
for purposes of Rule 162(m) of the Internal Revenue Code of 1986, as amended.
The Company intends to reconstitute the board for appropriate independent
members in the near future. Independent members of our Board of Directors will
meet in executive session without management present, and are scheduled to do so
at least two times per year. The Board of Directors will designate an
appropriate individual as the presiding director for these meetings.





Shareholder
Communications





Our Board of
Directors believes that it is important for our shareholders to have a process
to send confidential communications directly to the board as a whole and to the
Independent Directors in particular. Accordingly, shareholders desiring to send
a communication to the Board of Directors, or to a specific director, may do so
by delivering a letter to our Secretary at our principal offices as set forth on
the cover page to this Annual Report on Form 10-KSB. The mailing envelope
must contain a clear notation indicating that the enclosed letter is a
“stockholder-board communication” or “stockholder director-specific”
communication.”  All such letters must identify the author and clearly
state whether the intended recipients of the letter are all members of our Board
of Directors or certain specified individual directors. To the extent indicated
as addressed, the Secretary will observe any requests for confidentiality and
forward such correspondence unopened directly to a specific director. With
respect to correspondence addressed to the Board as a whole or to a group of
directors or a specific committee, the Secretary will open such communications
and make copies, and then circulate them to the appropriate director or
directors. Notwithstanding the foregoing, the


Company shall
reserve the right to open all correspondence as it believes reasonably necessary
to assure the safety and personal privacy of all directors.





Report of Audit Committee of
the Board of Directors





The Audit Committee
assists the Board in fulfilling its responsibility for oversight of our internal
control, accounting, auditing and financial reporting practices. Specific
responsibilities of the Audit Committee include:





·
            reviewing and
      discussing the audited financial statements with
    management;


·
            discussing
      with the Company’s independent auditors information relating to the
      auditors’ judgments about the quality of the Company’s accounting policies
      and financial reporting practices;


·
            recommending
      to the Board that the Company include the audited financials in its Annual
      Report on Form 10-KSB; and


·
            overseeing
      compliance with the Securities and Exchange Commission requirements for
      disclosure of auditors’ services and
activities.





The Committee
regularly meets with management to consider the adequacy of our internal
controls and the integrity of our financial reporting. The Committee discusses
these matters with our independent auditors and with our financial
personnel.





The Committee
regularly meets privately with management, the independent auditors and the
internal auditors. Each of the independent auditors has unrestricted access to
the Committee.





The Committee
retains and, if circumstances warrant, replaces the independent auditors and
regularly reviews their performance and independence from management. The
Committee also pre-approves all audit and permitted non-audit services and
related fees.





Our Board of
Directors has adopted a written charter setting out the roles and
responsibilities the Committee is to perform. The Board has determined that
Jason R. Moretto, a director serving on the Audit Committee, is an “audit
committee financial expert,” as such term is defined under the regulations
promulgated by the Securities and Exchange Commission. Under such regulations,
the designation or identification of a person as an audit committee financial
expert does not impose on such person any duties, obligations or liability that
are greater than the duties, obligations and liability imposed on such person as
a member of the audit committee and the Board of Directors in the absence of
such


designation or
identification nor does the designation or identification of a person as an
audit committee financial expert affect the duties, obligations or liability of
any other member of the audit committee or Board of Directors.




Management has primary responsibility for the Company’s financial
statements and the overall reporting process, including the Company’s system of
internal controls.


14







Review of Audited Financial
Statements





The Audit Committee
has reviewed our financial statements for the fiscal year ended September 30,
2008, as audited by Rotenberg & Co. LLP, the Company’s independent auditors,
and has discussed these financial statements with management. In addition, the
Audit Committee has discussed with Rotenberg & Co. the matters required to
be discussed by Statement of Auditing Standards No. 61, as amended,
regarding the codification of statements on auditing standards. Furthermore, the
Audit Committee has received the written disclosures and the letter from
Rotenberg & Co. required by the Independence Standards Board Standard
No. 1 and has discussed with Rotenberg & Co. its
independence.





In reliance on the
reviews and discussions referred to above, the Audit Committee recommended to
the Board that the audited financial statements for the fiscal year ended
September 30, 2008 be included in the Company’s Annual Report on
Form 10-KSB, for filing with the Securities and Exchange
Commission.





The members of the
Audit Committee are not currently professionally engaged in the practice of
auditing or accounting. Members of the Audit Committee rely, without independent
verification, on the information provided to them and on the representations
made by management and the independent accountants. Accordingly, the Audit
Committee’s oversight does not provide an independent basis to determine that
management has maintained procedures designed to assure compliance with
accounting standards and applicable laws and regulations. Furthermore, the Audit
Committee’s considerations and discussions referred to above do not assure that
the audit of the Company’s financial statements has been carried out in
accordance with generally accepted auditing standards, that the financial
statements are presented in accordance with generally accepted accounting
principles and that the Company’s independent accountants are in fact
“independent.”





AUDIT
COMMITTEE





Graham
Simmonds


Jason R.
Moretto


Randy
Barber








Executive
Officers





The following table
presents information with respect to our executive officers, as of December 20,
2008.





Name
                      Age
                      PositionJohn G.
      Simmonds
                      58
                      Director,
      CEOGary N.
      Hokkanen
                      52
                      CFOCarrie
      Weiler
                      49
                      Corporate
      Secretary







John G. Simmonds, Director and CEO of
the Company.See “Biographical Information Regarding Directors” above for
information regarding Mr. Simmonds.





Gary N. Hokkanen, CFO. Mr.
Hokkanen has served as CFO of the Company since July 2007. He holds a Bachelor
of Arts degree from the University of Toronto and is a Certified Management
Accountant with over ten years experience in public company executive level
financial management. Mr. Hokkanen has served as CFO of Wireless Age
Communications Inc. (OTCBB) since May 2003.  He has also served as CFO
for Newlook Industies Corp. (TSX Venture Exchange), Gamecorp Ltd. (formerly
Eiger Technology Inc.) (CNSX), Gate To Wire Solutions, Inc. (formerly Trackpower
Inc.) (OTCBB), and Lumonall, Inc. (OTCBB) since July 2007. Mr. Hokkanen
previously served as CFO of Gate To Wire for the period from February 1998 to
June 2001 and Lumonall from October 2004 to July
2006.  From


January 2001 to
April 2003 Mr. Hokkanen was CFO of IRMG Inc., a Toronto based financial
management consulting firm. Mr. Hokkanen also served as CFO of Simmonds Capital
Limited from July 1998 to January 2001. For the period April 1996 to July 1998,
Mr. Hokkanen served as Treasurer of Simmonds Capital Limited.





15


Carrie J. Weiler, Director and
Corporate Secretary of the Company.Ms. Weiler was appointed
Corporate Secretary in September 2006. Ms. Weiler provides professional
public company corporate secretarial services to various entities.
Ms. Weiler is a member of the Canadian Society of Corporate Secretaries.
Ms. Weiler was appointed Corporate Secretary of Lumonall Inc. in October
2004. She has served as Corporate Secretary of Gate To Wire Solutions, Inc.
(formerly TrackPower, Inc.) since 1998. On May 25, 2003 Ms. Weiler was
appointed Corporate Secretary of Wireless Age Communications, Inc. and continues
to serve in such capacity.








Compliance
with Section 16(a) of the Securities Exchange Act of 1934





Section 16(a)
of the Securities Exchange Act of 1934, as amended, requires our directors and
executive officers, as well as persons beneficially owning more than 10% of the
outstanding Common Stock, to file certain reports of ownership with the
Securities and Exchange Commission within specified time
periods.  Such officers, directors and shareholders are also required
by Securities and Exchange Commission rules to furnish us with copies of all
Section 16(a) forms they file.





Based solely on its
review of such forms, all requirements received by us, or written
representations from certain reporting persons, we believe that between October
1, 2007 and September 30, 2008, all Section 16(a) filing requirements
applicable to its officers, directors and 10% shareholders were met, except for
the following late filings:








ITEM
10. EXECUTIVE COMPENSATION.





The following table
sets forth compensation for each of the past three fiscal years with respect to
each person who served as our Chief Executive Officer and each of the four most
highly-compensated executive officers who earned a total annual salary and
bonuses that exceeded $100,000 in any of the three preceding three fiscal
years.








SUMMARY
COMPENSATION TABLE





Annual
                Long-Term
      CompensationCompensation
                AwardsName and
      Principal Position
                
                Year
                
                Salary
      ($)
                
                Bonus
      ($)
                
                Restricted
      Stock Awards ($)
                
                Stock Option
      Awards ($)
                
                Securities
      underlying options/ SARS (#)
                
                Non-Equity
      Incentive Plan Compensation
                
                Non-qualified
      Deferred Compensation Earnings
                All Other
      Compensation ($)
                Total
      Compensation ($)John G.
      Simmonds Chief Executive Officer
                
                
                2008
                
                0
                
                
                0
                
                0
                
                
                0
                
                0
                
                
                0
                
                0
                0
                02007
                
                0
                
                
                0
                
                0
                
                
                0
                
                0
                
                
                0
                
                0
                0
                02006
                
                0
                
                
                0
                
                0
                
                
                0
                
                0
                
                
                0
                
                0
                0
                0








Option Grants in 2008 Fiscal
Year





We made no option
grants in 2008.  We have no outstanding options held by any member of
our management.





Compensation of
Directors





The
Company compensates it directors with an annual retainer fee plus $500 for each
meeting attended.





Employment
Arrangements





Our Chief Financial
Officer Mr. Gary Hokkanen is compensated CDN $3,150 per month pursuant to
the terms of a Consulting Agreement with the Company. Ms. Weiler our Corporate
Secretary is compensated CDN $2,100 per month pursuant to the terms of a
Consulting Agreement with the Company.





The Company does
not currently have compensation agreements with any of its other
officers.





16





ITEM
11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.





In 2008, we had no
securities compensation plan for our officers and directors.





The following table
sets forth certain information regarding the beneficial ownership of Common
Stock as of December 20, 2008 by (i) each of our directors, (ii) each
of our officers named in the Summary Compensation Table (collectively, the
“Named Executive Officers”), (iii) each person who is known by us to be the
beneficial owner of more than five percent of our outstanding Common Stock, and
(iv) all directors and executive officers as a group. Except as otherwise
indicated below, each person named has sole voting and investment power with
respect to the shares indicated.





Amount
      and Nature ofBeneficial
      OwnershipName
      and Address of
                        
                        
                        
                        Options/Beneficial
      Owner
                        
                        Shares
                        
                        Warrants
      (1)
                        
                        Total
      (1)
                        
                        Percent
      (1)ETIFF
      Holdings, LLC
                        
                        
                        30,662,600
                        
                        
                        
                        0
                        
                        
                        
                        30,662,600
                        
                        
                        
                        46%John G.
      Simmonds
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        *Gary N.
      Hokkanen
                        
                        
                        200,000
                        
                        
                        
                        0
                        
                        
                        
                        200,000
                        
                        
                        
                        *Carrie
      Weiler
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        *Graham
      Simmonds
                        
                        
                        350,000
                        
                        
                        
                        0
                        
                        
                        
                        350,000
                        
                        
                        
                        *Randy
      Barber
                        
                        
                        200,000
                        
                        
                        
                        0
                        
                        
                        
                        200,000
                        
                        
                        
                        *Adam
      Szweras
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        *Jason
      Moretto
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        0
                        
                        
                        
                        *All executive
      officersand directors
      as agroup (7
      persons)(2)
                        
                        
                        750,000
                        
                        
                        
                        0
                        
                        
                        
                        750,000
                        
                        
                        
                        1.1%





(1)
            Includes
      options and warrants exercisable as of the date hereof or within
      60 days hereafter. Holdings of less than 1% are indicated by “*”.
      Based upon 66,781,886 shares issued and outstanding as December 19, 2008,
      (excluding any shares issuable under options or
  warrants,).(2)
            Officers and
      Directors as a group include John Simmonds, Jason Moretto, Carrie Weiler,
      Gary Hokkanen, Graham Simmonds, Randy Barber, and Adam
      Szweras.








ITEM
12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS





During the past two
years, there have not been any transactions that have occurred between the
Company and its officers, directors, and five percent or greater shareholders,
except as follows:





Gamecorp Ltd. which
is a shareholder of the Company has advanced the Company a total of $1,196,669
in the last five years to cover the Company’s operating expenses including
transfer agent fees, legal and accounting fees and other expenses. During the
year ended September 30, 2008, the Company issued 400,000 shares of its common
stock in repayment of services worth $40,000.





Certain of the
officers and directors of the Company are engaged in other businesses, either
individually or through partnerships and corporations in which they have an
interest, hold an office, or serve on a board of directors.  As a
result, certain conflicts of interest may arise between the Company and its
officers and directors.  The Company will attempt to resolve such
conflicts of interest in favor of the Company.  The officers and
directors of the Company are accountable to it and its shareholders as
fiduciaries, which require that such officers and directors exercise good faith
and integrity in handling the company’s affairs.  A shareholder may be
able to institute legal action on behalf of the Company or on behalf of itself
and other similarly situated shareholders to recover damages or for other relief
in cases of the resolution of conflicts is in any manner prejudicial to the
Company.


17





ITEM
13. EXHIBITS, LIST AND REPORTS ON FORM 8-K.








Exhibit No.
                  Description
                  Form/Period/Dated
                  Filed3.1
                  Articles of
      Incorporation
                  Form
      10-SB
                  September 28,
      20003.2
                  Certificate
      of Amendment to Articles of Incorporation
                  Form
      10-SB
                  September 28,
      20003.3
                  Certificate
      of Amendment to Articles of Incorporation dated October 13,
      2000
                  Form
      10-QSB
                  November 7,
      20003.4
                  Bylaws
                  Form
      10-QSB
                  November 7,
      200014.1
                  Code of
      Business Conduct
                  Form
      10-KSB
                  December 30,
      200531.1
                  Certification
      of Chief Executive Officer Pursuant to Section 302
                  
                  Herein31.2
                  Certification
      of Chief Financial Officer Pursuant to Section 302
                  
                  Herein32.1
                  Certification
      of Chief Executive OfficerPursuant to
      Section 906
                  
                  Herein32.2
                  Certification
      of Chief Financial OfficerPursuant to
      Section 302
                  
                  Herein










(b)    Reports on
Form 8-K.





None








ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES





Fees





The following table
sets forth the aggregate fees billed by the Company’s independent auditors for
fiscal years and 2007 and 2008:





Year
                
                Audit Fees
                
                
                Note
      1
                  Audit
      Related
                
                Tax
                Financial
      Information Systems Design and
                  Implementation Fees
                Other Fees
                
                Total2007
                
                
                $8,000
                
                
                
                $18,703
                
                $ Nil
                $ Nil
                $ Nil
                
                
                $26,7032008
                
                
                $15,250
                
                
                $Nil
                
                $ Nil
                $ Nil
                $ Nil
                
                
                $15,250





Note 1: Includes
the review of quarterly Form 10QSBs.


18


SIGNATURES





In accordance with
sections 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant
caused this Report to be signed on its behalf by the undersigned, thereto duly
authorized individual.





Date:  December
29, 2008








INTERAMERICAN
      GAMING, INC.By:
            s/ John G.
      SimmondsJohn G. Simmonds,
      CEO
              (principal
      executive officer)By:
            s/ Gary N.
      HokkanenGary N. Hokkanen,
      CFO
              (principal
      financial officer)








In accordance with
the Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the Registrant and in the capacities and on the
dates indicated.





Name
            Title
            Date/s/ John G.
      Simmonds
            
            December 29,
      2008John
      G. Simmonds
            CEO/Chairman/s/ Jason R.
      Moretto
            
            December 29,
      2008Jason
      R. Moretto
            Director/s/ J. Graham
      Simmonds
            
            December 29,
      2008J.
      Graham Simmonds
            Director/s/ G.R.
      Randy Barber
            
            December 29,
      2008G.R.
      Randy Barber
            Director/s/ Adam
      Szweras
            
            December 29,
      2008Adam
      Szweras
            Director