UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
DC. 20549




FORM
10-K


[X]
            ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For
      the fiscal year ended September 30, 2009[
        ]
            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)





Nevada
              (State
      or other jurisdiction of incorporation or organization)
            88-0436364
              (I.R.S.
      Employer Identification No.)3565
      King Road, Suite 102
              King
      City, Ontario, Canada L7B 1M3
              (Address
      of Principal Executive Offices)
            905-833-9846
              (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





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes
[   ]No [X]





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


Yes
[   ]No [X]





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 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 [   ]





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).


Yes
[   ] No [   ]





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.[X]





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.





Large
      accelerated filer
            [   ]
            Accelerated
      filer
            [   ]Non-accelerated
      filer (Do not check if a smaller reporting company)
            [   ]
            Smaller
      reporting company
            [X]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).


Yes
[   ] No [X]





The
aggregate market value of the voting and non-voting common equity held by
non-affiliates of the registrant was approximately $546,834 as of January 25,
2010, based on the last sale ($0.015 per share) reported on the OTC Bulletin
Board as of that date. Solely for purposes of this calculation, the term
“affiliate” refers to all directors and executive officers of the registrant and
all stockholders beneficially owning more than 5% of the registrant’s common
stock.





As of
February 16, 2010, the number of shares outstanding of the registrant’s Common
Stock was 67,868,234 shares.





DOCUMENTS
INCORPORATED BY REFERENCE





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











PART
I





ITEM
1. 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").





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. 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 issued and outstanding shares
of InterAmerican Gaming Corp. (“InterAmerican”) a private casino management
company focused on Latin 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 InterAmerican Operations Inc. and 1% by InterAmerican
Gaming, Inc.





On
October 20, 2008, Racino Royale, Inc. changed its name to InterAmerican Gaming,
Inc. to better reflect its business direction to invest in Latin American
horseracing and gaming opportunities.





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.  As of October 1,
2008, InterAmerican Gaming, Inc. ceased to be in development stage and therefore
need not present the cumulative amounts since its inception and other additional
disclosures required by paragraphs 11-12 of FASB ASC 915.





Business
of the Company





During
the 2008 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 leased video lottery terminal slot
machines from a related party during fiscal 2008 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. In 2009, the
Company installed slot machines at Fantasy Club Del Peru SA (“Fantasy”)
locations, operating under various brands throughout the country: “Slot City” in
Chiclayo, “Monos Dorados” in Huacho and Huaral.





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.





2








Recent
Developments





Signature Gaming Letter of
Intent





On April
15, 2009 the Company entered into a letter of intent with Signature Gaming
Management Peru, S.A.C. (“SGM”) to provide up to $500,000 in project financing
for the purpose of operating slot machines and conducting race and sports
wagering at the Jockey Club of Arequipa (“JCA”) located in Arequipa, Peru.
Pursuant to the letter of intent the Company was to receive controlling interest
in SGM, be the exclusive provider of gaming equipment to the project and receive
certain management and incentive fees.





In
December 2009, as a result of due diligence on the proposed transaction, the
Company and SGM mutually agreed to terminate the letter of
intent.  The parties continue to discuss the involvement of the
Company in the project.





Resignation of
Director





On July
30, 2009, Mr. Adam Szweras resigned as a member of the Board of Directors of the
Company.  Mr. Szweras’ resignation was voluntary and did not involve a
disagreement with the Company on any matter relating to the Company’s
operations, policies or practices.





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.





Employees





As of the
date of this report, we have 3 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
1A. RISK
FACTORS





Not
applicable





3








ITEM
1B. UNRESOLVED STAFF COMMENTS





Not
applicable.





ITEM
2. DESCRIPTION OF PROPERTY





Our
executive offices are located at 3565 King Road, Suite 102, King City, Ontario,
Canada, L7B 1M3 (tel. 905-833-9845, fax 905-833-9847) 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





On
December 18, 2009, the Company’s wholly owned subsidiary IAG Peru S.A.C. was
served a labour claim for $78,750 (plus expenses) by a former general
manager.  The claim is for unpaid consulting fees, other stock based
compensation, bonuses, vacation and other employee benefits.  The
dispute involves the start date of employment and the Company believes it has
fully accrued for the potential loss in the normal course during the year ended
September 30. 2009.





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 2009.

















4





PART
II








ITEM
5. MARKET FOR REGISTRANT’S COMMON EQUITY,
RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES





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.





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





2009 FISCAL
YEAR:





High
            
            Low1st
      Quarter
            
            0.25
            
            0.052nd
      Quarter
            
            0.25
            
            0.023rd
      Quarter
            
            0.12
            
            0.034th
      Quarter
            
            0.05
            
            0.03








At
January 25, 2010 the closing bid price of our Common Stock was $0.015 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, 2009, there were 97 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, 2009.  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





5





dissolved
at the time of the 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 8, 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 1,200,000 shares of InterAmerican Gaming
Inc. stock (Note - 7).








ITEM
6. SELECTED FINANCIAL DATA





Not
applicable








ITEM
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS





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.





Foreign
exchange gains for the twelve month period ended September 30, 2008, have been
reclassified from general and administrative expenses for comparative
purposes.





Overview





The
Company’s focus is on gaming opportunities in Latin America.  On
January 28, 2008 we acquired all of the issued and outstanding shares of
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, 2009 and
2008





Beginning
in fiscal 2009, the Company began to generate revenues from slot machine
operations in Latin America.  Slot machines were initially deployed in
Lima, Peru but were subsequently moved to the provinces of Peru (Chiclayo,
Huacho, and Huaral) where the financial performance improved.





We
generated $134,289 in revenues during the year ended September 30, 2009 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, 2009 were $2,035,392 compared to
$1,040,029 during the year ended September 30, 2008. Management fees to related
parties were $237,674 in the current year and $223,788 in the prior year.
Current year’s management fees include payments made for the services of the
Company’s officers. Professional fees totaled $57,357 in fiscal 2009 compared to
$138,881 during fiscal 2008. Professional fees primarily include audit and
accounting services costs.  Management fees to related parties and
professional fees year over year





6





have
increased by $13,886 and decreased by $81,524 respectively.  Higher
costs in Fiscal 2008 relate to increased business activity in relation to the
Company’s entrance into the Latin American gaming market.  General and
administrative expenses decreased $203,321 from $670,322 during fiscal 2008 to
$467,001 in Fiscal 2009. General and administrative expenses were higher in
Fiscal 2008 as a result of the Company’s entrance into the Latin American
market.  General and administrative costs for 2009 included: travel
and entertainment costs of $63,075 advertising and promotion of $9,262,
consulting fees of $259,875, director’s fees of $59,959 and miscellaneous costs
of $74,830.





We
recorded $44,395 in depreciation for the period ended September 30, 2009 and
$7,038 for the comparable period ended September 30, 2008.  The
increase to depreciation 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.





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 in Latin 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. In December 2009, as a result of due
diligence on the proposed transaction, the Company and SGM mutually agreed to
terminate the letter of intent.  As a result, the Company has recorded
an impairment to intangible assets of $1,228,965.





We
recorded a foreign currency loss of $43,392 for 2009 and a gain of $22,216 for
the comparative period in 2008.





During
the period ended September 30, 2009 we recorded interest expense of $56,756 and
$4,350 in fiscal 2008 in relation to the capital lease of gaming
equipment.





As a
result, we had a net loss of ($2,019,339) during the twelve month period ended
September 30, 2009, (approximately $0.03 per share) compared to a net loss of
($1,022,163) in the same period ended September 30, 2008(approximately
$0.024 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.





LIQUIDITY
AND CAPITAL RESOURCES





Our total
assets decreased from $1,665,073 at September 30, 2008 to $423,705 at September
30, 2009.





The most
significant tangible asset we held at September 30, 2009 was gaming equipment
with a value of $373,773.




Our total
liabilities increased from $649,669 at September 30, 2008 to $1,273,740 at
September 30, 2009. Due to related parties balance increased from $185,868 at
September 30, 2008 to $690,910 at September 30, 2009. 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 $113,051 at the beginning of the year to
$216,382 at the end. Accrued liabilities increased from $8,500 at September 30,
2008 to $24,915 at September 30, 2009.  Unissued share liability
decreased from $43,900 at September 30, 2008 to $Nil at September 30, 2009
(Note8).





Obligations
under capital lease increased to $341,533 at September 30, 2009 as a result of a
capital lease of 80 gaming machines for the Latin American market, of which
$167,919 is a current liability and $173,614 is a long-term liability (Note
9).





The
stockholders’ equity decreased from $1,015,404 at September 30, 2008 to a
deficit of $850,035 at September 30, 2009.  The decrease in equity is
attributable to:





1.
            the
      issuance of 1,086,348 common shares valued at $110,000 for consulting
      services provided;


2.
            the
      issuance of 878,000 common shares valued at $43,900 in repayment of
      related party liabilities;


3.
            offset
      by the $2,019,339 loss for the
year.





At
September 30, 2009, we had a working capital deficit of
$1,050,194.  We had cash balances of $15,643 at September 30, 2009 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 $216,382 we owe related companies $690,910 without specific
repayment terms.





7








During
the fiscal year ended September 30, 2009 we; 1) used $504,253 in cash in
operating activities arising primarily from operating losses, 2) generated
$504,324 in cash from financing activities and 3) used $2,906 in cash in
investing activities arising primarily from the acquisition of capital
assets.





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, 2009, and such losses are expected to
continue.  In addition, we have a working capital deficit of
$1,050,194 and an accumulated deficit of $9,951,662.  However,
substantially all of the Company’s liabilities are to related parties which have
an interest in the long term viability of the Company.  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 and
liabilities. Management 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.





8








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 considered
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.





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, 2009.








ITEM
7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK





None








9


























ITEM
8. FINANCIAL STATEMENTS











10


REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 
 To the
Board of Directors and
 Stockholders
of InterAmerican Gaming, Inc.
 3565 King
Road, Suite 102
 Toronto,
Ontario CN L7B 1A5
 
 
 As
successor by merger, effective October 1, 2009, to the registered public
accounting firm Rotenberg & Co., LLP, we have audited the accompanying
consolidated balance sheets of InterAmerican Gaming, Inc. as of
September 30, 2009 and 2008, and the related consolidated statements of
income, stockholders’ equity (deficit), and cash flows for each of the years in
the  two-year period ended September 30, 2009. InterAmerican Gaming,
Inc.’s management is responsible for these consolidated financial statements.
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 audit to obtain reasonable assurance about whether the 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 audit included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not 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 consolidated financial statements, 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.
as of September 30, 2009 and 2008, and the results of its operations and its
cash flows for each of the years in the  two-year period ended
September 30, 2009 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. 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/ EFP
Rotenberg, LLP
 
 EFP
Rotenberg, LLP
 Rochester,
New York
 February
16, 2010








F1







INTERAMERICAN
GAMING, INC. AND SUBSIDIARIES


Consolidated
Balance Sheets











ASSETSSeptember 30, 2009
            
            
            September 30, 2008Current
      assetsCash
      and cash equivalents
            
            $
            15,643
            
            
            $
            18,478Accounts
      receivable
            
            
            34,289
            
            
            
            333Prepaid
      expenses
            
            
            -
            
            
            
            2,035Total
      current assets
            
            
            49,932
            
            
            
            20,846Equipment,
      net of accumulated depreciation (Note 5)
            
            
            373,773
            
            
            
            415,262Intangibles
      (Note 4)
            
            
            -
            
            
            
            1,228,965Total
      assets
            
            $
            423,705
            
            
            $
            1,665,073LIABILITIESCurrent
      liabilitiesDue
      to related parties (Note 3)
            
            $
            690,910
            
            
            $
            185,868Accounts
      payable
            
            
            216,382
            
            
            
            113,051Accrued
      liabilities
            
            
            24,915
            
            
            
            8,500Unissued
      share liability (Note 8)
            
            
            -
            
            
            
            43,900Obligations
      under capital lease  (Note 9)
            
            
            167,919
            
            
            
            48,883Total
      current liabilities
            
            
            1,100,126
            
            
            
            400,202Obligations
      under capital lease  (Note 9)
            
            
            173,614
            
            
            
            249,467Total
      liabilities
            
            $
            1,273,740
            
            
            $
            649,669STOCKHOLDERS’ EQUITY (DEFICIT)Common
      stock, $.00001 par value; 200,000,000 shares
              authorized,
      67,868,234 shares issued and outstanding (September 30, 2008: 65,903,886)
      (Note 7)
            
            $
            679
            
            
            $
            660Additional
      paid-in capital
            
            
            9,100,948
            
            
            
            8,947,067Accumulated
      deficit
            
            
            (9,951,662
            )
            
            
            (7,932,323
            )Total
      stockholders’ equity (deficit)
            
            
            (850,035
            )
            
            
            1,015,404Total
      liabilities and stockholders’ equity (deficit)
            
            $
            423,705
            
            
            $
            1,665,073











F2







INTERAMERICAN
GAMING, INC. AND SUBSIDIARIES


Consolidated
Statements of Operations


Years
Ended September 30, 2009 and 2008





2009
            
            
            2008RevenuesSlot
      machine revenues
            
            $
            134,289
            
            
            $
            -Cost
      of RevenuesGaming
      taxes (Note 10)
            
            
            18,088
            
            
            
            -Total
      Cost of Revenues
            
            
            18,088
            
            
            
            -Gross
      Profit
            
            
            116,201
            
            
            
            -ExpensesManagement
      fees – related party
            
            
            237,674
            
            
            
            223,788Professional
      fees
            
            
            57,357
            
            
            
            138,881General
      and administrative
            
            
            467,001
            
            
            
            670,322Depreciation
            
            
            44,395
            
            
            
            7,038Impairment
      of intangible asset (Note 4)
            
            
            1,228,965
            
            
            
            -Total
      Expenses
            
            
            2,035,392
            
            
            
            1,040,029Net
      loss before other expenses
            
            
            (1,919,191
            )
            
            
            (1,040,029
            )Other
      Expense (Gain):Foreign
      Currency (Gain) Loss
            
            
            43,392
            
            
            
            (22,216
            )Interest
      expense
            
            
            56,756
            
            
            
            4,350Total
      other expenses
            
            
            100,148
            
            
            
            (17,866
            )Loss
      Before Income Taxes
            
            
            (2,019,339
            )
            
            
            (1,022,163
            )Provision
      for income taxes (Note 10)
            
            
            -
            
            
            
            -Net
      Loss Income
            
            
            (2,019,339
            )
            
            
            (1,022,163
            )Net
      Loss Per Share - Basic and Diluted
            
            $
            (0.03
            )
            
            $
            (0.024
            )Weighted
      Average Number ofCommon
      Shares Outstanding During the Year - Basic and Diluted
            
            
            66,988,988
            
            
            
            43,260,553





F3










INTERAMERICAN
GAMING, INC. AND SUBSIDIARIES


Consolidated
Statements of Stockholders' Equity (Deficit)


Years
Ended September 30, 2009 and 2008








Number
      of Shares
            
            
            Amount
            
            
            Additional
      Paid-in Capital
            
            
            Accumulated
      Deficit
            
            Total
      Equity (Deficit)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
            )
            
            1,015,404Issuance
      of common stock in repayment of amounts owed to a related
      party
            
            
            878,000
            
            
            
            8
            
            
            
            43,892
            
            
            
            -
            
            
            43,900Issuance
      of common stock for consulting services
            
            
            1,086,348
            
            
            
            11
            
            
            
            109,989
            
            
            
            -
            
            
            110,000Net
      loss for the year
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (2,019,339
            )
            
            (2,019,339
            )Balance
      September 30, 2009
            
            
            67,868,234
            
            
            
            679
            
            
            
            9,100,948
            
            
            
            (9,951,662
            )
            
            (850,035
            )





F4





INTERAMERICAN
GAMING, INC. AND SUBSIDIARIES


Consolidated
Statements of Cash Flows


Years
Ended September 30, 2009 and 2008





For
      the year ended September 30, 2009
            
            
            For
      the year ended September 30, 2008Operating
      activitiesNet
      (loss)
            
            $
            (2,019,339
            )
            
            $
            (1,022,163
            )Adjustments
      to reconcile net (loss) to net
              Cash
      provided (used) by operating activities:Impairment
      of intangible assets
            
            
            1,228,965
            
            
            
            -Depreciation
            
            
            44,395
            
            
            
            7,038Changes
      in operating assets and liabilities:Decrease
      (increase) in accounts receivable
            
            
            (33,956
            )
            
            
            (333
            )Decrease
      (increase) in prepaid expenses
            
            
            2,035
            
            
            
            (1,779
            )Increase
      (decrease) in accounts payable
            
            
            257,232
            
            
            
            189,781Increase
      (decrease) in accrued liabilities
            
            
            16,415
            
            
            
            (500
            )Net
      cash provided by (used in) operating activities
            
            
            (504,253
            )
            
            
            (827,956
            )Investing
      activitiesAcquisition
      of capital assets
            
            
            (2,906
            )
            
            
            (123,950
            )Net
      cash provided by (used in) investing activities
            
            
            (2,906
            )
            
            
            (123,950
            )Financing
      activitiesPrivate
      placement
            
            
            -
            
            
            
            95,000Leasing
      liability
            
            
            43,182
            
            
            
            -Increase
      in due to/from related parties
            
            
            461,142
            
            
            
            872,909Net
      cash provided by (used in) financing activities
            
            
            504,324
            
            
            
            967,909Increase
      (decrease) in cash and cash equivalents
            
            
            (2,835
            )
            
            
            16,003Cash
      and cash equivalents, beginning of year
            
            
            18,478
            
            
            
            2,475Cash
      and cash equivalents, end of year
            
            $
            15,643
            
            
            $
            18,478




Non cash
activities:




During
the twelve months ended September 30, 2009 the Company:





·
            issued 1,086,348 common shares
      valued at $110,000 for consulting
  services;


·
            issued 878,000 common shares
      valued at $43,900 pursuant to an unissued share
      liability.




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.














F5





INTERAMERICAN
GAMING, INC. AND SUBSIDIARIES


Notes To
Consolidated Financial Statements


September
30, 2009 and 2008











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 issued and outstanding shares
of InterAmerican Gaming Corp. (“InterAmerican”), a private casino
management company focused on Latin 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 InterAmerican Gaming Peru
S.A.C. (“IAG Peru”) to begin to organize the development of certain Peruvian
opportunities. IAG Peru is 99% owned by InterAmerican Operations, Inc. and 1% by
InterAmerican 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 $2,019,339 (2008 - $1,022,163)
and a working capital deficiency of $1,050,194 as at September 30,
2009.  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 four
wholly-owned subsidiaries 6584292 Canada, Inc., InterAmerican Gaming, Inc.,
InterAmerican Operations, Inc. and IAG Peru S.A.C.  6584292 Canada,
Inc.  is incorporated under the laws of the Province of Ontario,
Canada and is inactive.  InterAmerican Gaming, Inc. and InterAmerican
Operations, Inc. are 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.





Equipment





Equipment
is recorded at cost less accumulated depreciation.  Depreciation 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





F7








Equipment
is reviewed for impairment in accordance with FASB ASC 360-10 (prior
authoritative literature SFAS No. 144, “Accounting for the Impairment or
Disposal of Long-lived Assets”), which was adopted effective January 1,
2002.  Under FASB ASC 360-10, 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 its proportionate share of the net win
from slot machines.  Net win is the difference between coins and
currency deposited into the machines and payments made to
customers.





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 FASB ASC 350 (prior authoritative literature, SFAS No 142,
“Goodwill and Other Intangible Assets”).  FASB ASC 350 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
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.





Allowance
for Doubtful Accounts





The
Company records an allowance for doubtful accounts based on specifically
identified amounts the management believes to be uncollectable.  The
criteria for allowance provision are determined based on historical experience
and the Company’s assessment of the general financial conditions affecting its
customer base.  If the Company’s actual collections experience
changes, revisions to the allowance may be required.





F8








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 FASB ASC
720.





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 FASB ASC 740 (prior authoritative literature, SFAS No. 109,
“Accounting for Income Taxes”) which requires the use of the asset and liability
method of accounting of income taxes.  Under the assets and liability
method of FASB ASC 740, 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.





Basic
and Diluted Earnings (Loss) Per Share





The
Company reports basic earnings (loss) per share in accordance with FASB ASC 260
(prior authoritative literature, SFAS 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
December 2007, the Financial Accounting Standards Board issued FASB ASC 805
(prior authoritative literature SFAS No. 141(R), "Business
Combinations”.  FASB ASC 805 establishes principles and requirements
for how the acquirer recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, on any noncontrolling
interest in the acquiree, recognizes and measures the goodwill acquired in the
business combination or a gain from a bargain purchase, and determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination.  FASB
ASC 805 is





F9





effective
for fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008.  As such, the Company is required to adopt
these provisions at the beginning of the fiscal year ended September 30,
2010.  The Adoption of FASB ASC 805 did not have a material effect on
its consolidated financial statements.





In April
2009, the FASB issued FASB ASC 320-10-65 (prior authoritative literature, FSP
No. FAS 115-2 and FAS 124-2, “Recognition and Presentation of
Other-Than-Temporary Impairments”).  FASB ASC 320-10-65 amends the
other-than-temporary impairment guidance for debt securities to make the
guidance more operational and to improve the presentation and disclosure of
other-than-temporary impairments on debt and equity securities in the financial
statements. This guidance does not amend existing recognition and measurement
guidance related to other-than-temporary impairments of equity securities. The
provisions of FASB ASC 320-10-65 are effective for interim and annual reporting
periods ending after June 15, 2009, as such, the Company is required to
adopt the standards in the current period. Adoption of FASB ASC 320-10-65 did
not have a material effect on the consolidated financial
statements.





In April
2009, the FASB issued FASB ASC 320-12-65 (prior authoritative literature, FSP
No. FAS 107-1 and APB No. 28-1, “Interim Disclosures about Fair Value of
Financial Instruments”) which amends SFAS No. 107, Disclosures about Fair
Value of Financial Instruments, to require disclosures about fair value of
financial instruments for interim reporting periods of publicly traded
companies, as well as in annual financial statements. This FSP also amends APB
Opinion No. 28, Interim Financial Reporting, to require those disclosures
in summarized financial information at interim reporting periods. FASB ASC
320-12-65 are effective for interim reporting periods ending after June 15,
2009. Adoption of FASB ASC 320-12-65 did not have a material effect on the
financial statement disclosures.





In May
2009, the FASB issued FASB ASC 855-10 (prior authoritative literature, FSB
No. FAS 165, “Subsequent Events”). FASB ASC 855-10 established general
standards of accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued. FASB ASC 855-10
is effective for interim or annual financial periods ending after June 15, 2009:
as such, the Company is required to adopt the standards in the current year.
FASB ASC 855-10 did not have a material effect on the financial position, cash
flows, or results of operations.





In June
2009, the FASB issued FASB ASC 105-10 (prior authoritative literature, FSB No.
FAS 168, “The FASB Accounting Standards Codification and the Hierarchy of
Generally Accepted Accounting Principles—a replacement of FASB Statement No.
162”), to formally establish the FASB Accounting Standards Codification as the
single source of authoritative, nongovernmental U.S. GAAP, in addition to
guidance issued by the SEC. On the effective date, the Codification will
supersede existing non-SEC accounting and reporting standards. All other
nongrandfathered non-SEC accounting literature not included in the Codification
becomes nonauthoritative. Therefore, from the effective date of the
Codification, there will no longer be levels of authoritative GAAP, rather there
will only be authoritative and nonauthoritative GAAP. All content within the
Codification carries the same level of authority. The Statement makes the
Codification effective for interim and annual periods ending after September 15,
2009.   FASB ASC 105-10 did not have a material effect on its
consolidated financial statements.








3.       
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.








F10





Amounts
due to related parties were:








September
      30, 2009
            
            
            September
      30, 2008Entities
      with common directors and /or officers
            
            $
            553,018
            
            
            $
            157,630Officers
      and directors
            
            
            137,892
            
            
            
            28,238Total
            
            $
            690,910
            
            
            $
            185,868








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








4.
            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 in Latin America (Note 6). The agreements 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. In December 2009, as a result of due diligence on the
proposed transaction, the Company and SGM mutually agreed to terminate the
letter of intent.  As a result, the Company has recorded an impairment
to intangible assets of $1,228,965.







5.
            Equipment







September
      30,
              2009AccumulatedCost
            
            
            Depreciation
            
            
            NetEquipment
      under capital lease
            
            $
            419,892
            
            
            $
            (50,299
            )
            
            $
            369,593Office
      equipment
            
            
            5,314
            
            
            
            (1,134
            )
            
            
            4,180$
            425,206
            
            
            
            (51,433
            )
            
            
            373,773







September
      30,
              2008AccumulatedCost
            
            
            Depreciation
            
            
            NetEquipment
      under capital lease
            
            $
            418,057
            
            
            $
            (6,967
            )
            
            $
            411,090Office
      equipment
            
            
            4,243
            
            
            
            (71
            )
            
            
            4,172$
            422,300
            
            
            
            (7,038
            )
            
            
            415,262





Depreciation
expense for 2009 and 2008 was $44,395 and$7,038 respectively.





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 4).







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 67,868,234 shares are issued and outstanding as of
September 30, 2009 (65,903,886 as at September 30, 2008).




During
      the twelve months ended September 30, 2009 the Company
    issued:





·
            issued
      1,086,348 common shares valued at $110,000 for consulting
      services;


·
            issued
      878,000 common shares valued at $43,900 pursuant to an unissued share
      liability.





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 2009.





Number
              of
      Shares to Purchase under WarrantsBalance,
      September 30, 2007
            
            
            500,000Issued
            
            
            2,400,000Exercised
            
            
            (200,000
            )Expired
            
            
            -Balance,
      September 30, 2008
            
            
            2,700,000Issued
            
            
            -Expired
            
            
            (1,500,000
            )Balance,
      September 30,2009
            
            
            1,200,000








Warrants
outstanding at September 30, 2009 consist of the following:





Issue
      Date
            Expiration
      Date
            
            Exercise
              Price
            
            
            Number
              of
      SharesSeptember
      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 $180,000. A maximum of 1,200,000
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, 2009 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.  During the year ended September 30, 2009, 878,000 common
shares were issued to Gamecorp Ltd. representing the unissued share
liability.








9.       
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 will be obligated to
pay monthly payments of $11,275 based on a term of 36 months and an effective
lease rate of 18%.  The equipment has been provided as security for
the financing.





F13







Minimum
lease payments on capital lease obligations are as follows:







2010
            
            
            211,9362011
            
            
            135,3062012
            
            
            65,136412,378Less
      imputed interest
            
            
            (70,845
            )Lease
      obligation
            
            
            341,533Less:
      current portion
            
            
            (167,919
            )173,614









10.     
Income Taxes




Under
FASB ASC 740 (prior authoritative literature, 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.





Peru’s
tax system is regulated by several statues. The Tax Code is the main legislative
body of law that defines tax principles, nature of taxes, the tax duty, and
facilities of the Tax Administration. Both the central government and local
governments administer the tax system in Peru, but at two different
levels.  The Company is responsible for remitting an excise tax
(“gaming tax”) that is applied on gambling, chance and lottery games and other
related activities.




11.
            Subsequent
      Events





In
December 2009, as a result of due diligence on the proposed transaction (note
4), the Company and SGM mutually agreed to terminate their letter of
intent.  The parties continue to discuss the involvement of the
Company in the project.





On
December 18, 2009, the Company’s wholly owned subsidiary IAG Peru S.A.C. was
served a labour claim for $78,750 (plus expenses) by a former general
manager.  The claim is for unpaid consulting fees, other stock based
compensation, bonuses, vacation and other employee benefits.  The
dispute involves the start date of employment and the Company believes it has
fully accrued for the potential loss in the normal course during the year ended
September 30, 2009.





Subsequent
events were evaluated through February 16, 2010, the date the financial
statements were issued.








F14





ITEM
9. CHANGES IN AND DISAGREEMENTS WITH
ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE





On
October 2, 2009, the Company received notice that its current auditors,
Rotenberg and Co., LLP, had resigned in connection with their merger with EFP
Group.  The Company has engaged the new firm resulting from the
merger, EFP Rotenberg, LLP, to continue as the Company's independent registered
public accounting firm.  All of the partners and employees of
Rotenberg and Co., LLP and EFP Group have joined the new firm, EFP Rotenberg,
LLP.





The
reports of Rotenberg and Co., LLP as of and for the years ended September 30,
2008 and 2007 contained an explanatory paragraph indicating that there was
substantial doubt as to the Company's ability to continue as a going
concern.  Other than such qualification, no report of Rotenberg and
Co., LLP for the past two years and the subsequent interim period preceding the
resignation of Rotenberg and Co., LLP contained an adverse opinion or disclaimer
of opinion, or were qualified or modified as to uncertainty, audit scope, or
accounting principles.  During the Company's two most recent fiscal
years and the subsequent interim period preceding the resignation of Rotenberg
and Co., LLP, there were no disagreements with Rotenberg and Co., LLP on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Rotenberg would have caused it to make reference to such
disagreement in its reports.





On
October 9, 2009, with the approval of the Audit Committee of the Company’s Board
of Directors, EFP Rotenberg, LLP was engaged as the Company's independent
registered public accountant effective concurrent with the
merger.  Prior to such engagement, during the two most recent fiscal
years, the Company has not consulted EFP Rotenberg, LLP on any
matter.





ITEM
9A. 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.





ITEM
9B. OTHER INFORMATION





None





11





PART
III





ITEM
10. DIRECTORS, EXECUTIVE OFFICERS AND
CORPORATE GOVERNANCE





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





On July
30, 2009 Adam Szweras resigned as a member of the Board of
Directors.  Mr. Szweras’ resignation was voluntary and did not involve
a disagreement with the Company on any matter relating to the Company’s
operations, policies or practices.





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





Name
            Age
            PositionJohn
      G. Simmonds
            59
            Chairman
      of the BoardJason
      R. Moretto
            40
            DirectorGraham
      Simmonds
            36
            DirectorRandy
      Barber
            62
            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. Mr. Simmonds currently also serves as
Chief Executive Officer of Wireless Age Communications, Inc. Mr. Simmonds was
appointed Chief Executive Officer of Inter American Gaming in June 2006. Mr.
Simmonds was appointed President of Newlook Industries Corp. (NLI:TXSV) in
September 2005. He resigned as an officer of Newlook Industries Corp. in
February 2007 and was reappointed in July 2007.  In September 2004,
Mr. Simmonds was appointed as Chief Executive Officer and Director of Lumonall
Inc. (OTCBB:LUNL) He resigned as Chief Executive Officer in March 2008 and was
reappointed in March 2009.  Mr. Simmonds served as the Chief Executive
Officer, of Gate to Wire Solutions, Inc. (OTCBB: GWIR) from 1998 to May 2004. In
February 2007 Mr. Simmonds was reappointed CEO of Gate to Wire Solutions Inc.
Mr. Simmonds has also been involved with several other companies.





Jason R. Moretto, Director.
Mr. Moretto previously served in equity research within the institutional equity
group of 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 Live Nation), 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 for a two year term.
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.





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





12





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.





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 2009 fiscal year, including taking action by consent
pursuant to the laws of the State of Nevada. 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 (the “Audit Committee”) is the only standing committee of our Board
and consists of Graham Simmonds, Randy Barber and Jason Moretto.





The Audit
Committee held four meetings during fiscal 2009. 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 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.





13








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-K. 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-K; 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 and the independent
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.





14





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





Review of Audited Financial
Statements





The Audit
Committee has reviewed our financial statements for the fiscal year ended
September 30, 2009, as audited by EFP Rotenberg, LLP, the Company’s independent
auditors, and has discussed these financial statements with management. In
addition, the Audit Committee has discussed with EFP Rotenberg 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 EFP Rotenberg required by the Independence Standards Board Standard
No. 1 and has discussed with EFP Rotenberg 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, 2009 be included in the Company’s Annual Report on
Form 10-K, 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, 2009.





Name
            Age
            PositionJohn
      G. Simmonds
            59
            Director,
      CEOGary
      N. Hokkanen
            53
            CFOCarrie
      Weiler
            50
            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 twelve years experience in public company executive level
financial management. Mr. Hokkanen has served as CFO of Wireless Age
Communications Inc. (pink sheets) 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)





15





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.  Mr. Hokkanen is also a director and CFO of Sagittarius Corp.
(TSX Venture Exchange) a capital pool company.  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.





Carrie J. Weiler, Director and
Corporate Secretary of the CompanyMs. 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 Inter
American Gaming Inc. in September 2006.Ms. Weiler was appointed Corporate
Secretary of Newlook Industries Corp. on July 17, 2007.   She has
served as Corporate Secretary of Gate to Wire Solutions, Inc. since
1998.  On October 15, 2004 Ms. Weiler was appointed Corporate
Secretary of Lumonall, Inc. and continues to serve in such capacity. Ms. Weiler
has served as Corporate Secretary of Wireless Age Communications, Inc since May
2003, and Gamecorp Ltd. since July 2007.





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, 2008 and September 30, 2009, all Section 16(a) filing requirements
applicable to its officers, directors and 10% shareholders were
met.








ITEM
11. 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
              
              
              2009
              
              0
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              0Chief
      Executive
              
              
              2008
              
              0
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              0Officer
              
              
              2007
              
              0
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              0
              
              
              0
              
              0





16





Option Grants in 2009 Fiscal
Year





We made
no option grants in 2009.  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.








ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.





In 2009,
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, 2009 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
            
            
            
            45%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
            
            
            
            *Jason
      Moretto
            
            
            0
            
            
            
            0
            
            
            
            0
            
            
            
            *All
      executive officersand
      directors as agroup
      (6 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 67,868,234 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 and Randy
  Barber.





17





ITEM
13. 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, 2009, the Company issued 878,000 shares of
its common stock in repayment of services worth $43,900.





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.





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 2008 and 2009:





Year
            Audit Fees
            Tax
            Financial
      Information Systems Design and
              Implementation Fees
            Other Fees
            Total2009
            $16,500
            $
      Nil
            $
      Nil
            $
      Nil
            $16,5002008
            $15,250
            $
      Nil
            $
      Nil
            $
      Nil
            $15,250





Note 1:
Includes the review of quarterly Form 10-Qs.








18








PART
IV








ITEM
15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES








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 Officer
              Pursuant
      to Section 906
            
            Herein32.2
            Certification
      of Chief Financial Officer
              Pursuant
      to Section 302
            
            Herein











Reports on Form
8-K.





On August
5, 2009 the Company filed Form 8-K describing the resignation of Adam Szweras
from the Board of Directors.








19





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:  February
      16, 2010
            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
            
            February
      16, 2010John
      G. Simmonds
            CEO/Chairman/s/
      Jason R. Moretto
            
            February
      16, 2010Jason
      R. Moretto
            Director/s/
      J. Graham Simmonds
            
            February
      16, 2010J.
      Graham Simmonds
            Director/s/
      G.R. Randy Barber
            
            February
      16, 2010G.R.
      Randy Barber
            Director