UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.   20549

FORM 20-F





(  )

REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934



(X)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the fiscal year ended DECEMBER 31, 2005



(  )

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from _______to _______

Commission file number 029718



LAS VEGAS FROM HOME.COM ENTERTAINMENT INC.

Incorporated in the Province of British Columbia, Canada



Suite 100, 1255 West Pender Street

Vancouver, British Columbia, Canada V6E 2V1



|Securities registered or to be registered pursuant to
Section 12(b) of the Act.
|-------------------------------------------------------------------------------
|Title of each class                                                            
|Common Shares (no par value)                                                   



Securities registered or to be registered pursuant to

Section 12(g) of the Act.



As at December 31, 2005 the authorized capital of the registrant consists of an unlimited number of common and preferred shares without par value of which 92,514,678 common shares without par value are issued and outstanding.  As of May 31, 2006, the total number of issued and outstanding shares of the Company consists of 100,041,270 common shares without par value.  There are no preferred shares outstanding.



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 which financial statement item the registrant has elected to follow.



[X]   Item 17

[   ]   Item 18





i





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LAS VEGAS FROM HOME.COM ENTERTAINMENT INC.



TABLE OF CONTENTS

Page

Item 1.

Identity of Directors, Senior Management and Advisers (Not Applicable)



3



Item 2.

Offer Statistics and Expected Timetable (Not
Applicable

3



Item 3.

Key Information

3



Item 4.

Information on the
Company

6



Item 5.

Operating and Financial Review and
Prospects

10



Item 6.

Directors, Senior Management and Employees.

22



Item 7.    Major Shareholders and Related Party
Transactions

27



Item 8.

Financial Information

30



Item 9.

The Offer and Listing

31



Item 10.  Additional Information

34



Item 11.  Quantitative and Qualitative Disclosures About Market Risk

42



Item 12.  Description of Securities Other than Equity Securities (Not
Applicable)

43



Item 13.  Defaults, Dividend Arrearages and Delinquencies

43



Item 14.  Material Modifications to the Rights of Security Holders and Use of Proceeds

43



Item 15.   Controls and Procedures

43



Item 16.  Audit Committee, Code of Ethics, Accountant Fees

44



Item 17.  Financial
Statements

45



Item 18.  Financial
Statements.

45



Item 19.  Exhibits

45



Certifications pursuant to the Sarbanes-Oxley Act (2002) Section 302Exhibits 31.1 & 31.2

Certification pursuant to the Sarbanes-Oxley Act (2002) Section 906.....Exhibits 32.1







2





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ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISORS.



Not Applicable.



ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE



Not Applicable.



ITEM 3. KEY INFORMATION



Item 3.A - Selected Financial Data



All financial figures presented herein and throughout this Annual Report are expressed in Canadian dollars (Cdn $) unless otherwise specified.



The selected financial data in Table I has been derived from the audited consolidated financial statements of Las Vegas From Home.com Entertainment Inc. (hereinafter referred to as Las Vegas, or the Company or the Registrant or LVFH) which have been prepared in accordance with accounting principles generally accepted in Canada.  The information should be read in conjunction with the Registrant's audited consolidated financial statements and notes thereto included in Item 17 of this Annual Report.  All monetary data herein is stated in Canadian dollars (Cdn $).

Las Vegas From Home.com Entertainment Inc.

TABLE I

|                                       |                              |                              |                              |                              |                             
|-------------------------------------- | ---------------------------- | ---------------------------- | ---------------------------- | ---------------------------- | ----------------------------
|                                       | Year Ended December 31, 2005 | Year Ended December 31, 2004 | Year Ended December 31, 2003 | Year Ended December 31, 2002 | Year Ended December 31, 2001
|Operating revenues                     | $   11,578,978               | $    1,980,918               | $       490,764              | $        375,608             | $                   0       
|Interest income                        | $        142,340             | $           3,046            | $           1,997            | $            9,776           | $          20,087           
|Net income (loss)                      | $     1,088,741              | $   (5,346,512)              | $ (2,008,775)                | $  (1,825,413)               | $  (2,106,871)              
|Basic earnings (loss) per common share | $            *0.01           | $        *(0.08)             | $        *(0.04)             | $         *(0.05)            | $         *(0.09)           
|Total assets                           | $   12,819,608               | $   2,582,847                | $       661,035              | $       345,200              | $        732,602            
|Capital Stock                          | $   27,096,835               | $ 17,299,101                 | $  14,345,780                | $  12,400,607                | $   10,801,388              
|Number of Common Shares at year end    | 92,514,678                   | 69,858,678                   | 52,033,270                   | 38,103,486                   | 24,754,420                  
|Long-term obligations                  | $          22,818            | $       43,094               | $        39,692              | $                 0          | $          26,479           
|Cash dividends                         | $                   0        | $                0           | $                 0          | $                 0          | $                  0        

*Gain (loss) per common share in the above table is based on the number of shares outstanding at year end, and not on the weighted average number of shares outstanding for the periods (Canadian GAAP) as shown in the Audited Statements of Operations and Deficit for the years ended December 31, 2005, 2004 & 2003.



·

Effective January 2004, the Company adopted the new requirements of the Canadian Institute of Chartered Accountants (CICA) Handbook Section 3870, which requires all forms of stock based compensation, including stock options to be accounted for using the Fair Value based method and recorded as an expense over the vesting period.  Previously, the Company did not record any compensation cost on the granting of stock options to directors, officers,employees and consultants as the exercise price was equal to or greater than the market price at the date of the grants.  Options granted are accounted for using the Black-Scholes option pricing model.

·

As a result of this change in accounting, the 2004 opening deficit was restated on a retroactive basis to show the effect of compensation expense associated with stock option grants in 2003 of $214,024 and $83,051 in 2002.  Accordingly, contributed surplus was increased by $ 297,075 in 2004.





3





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Certain prior year amounts have been restated to be comparative to the current years presentation.



Had the financial statements of Las Vegas been prepared in accordance with accounting principles and practices generally accepted in the United States and required by the United States Securities and Exchange Commission ("SEC"), certain selected financial data would be disclosed as per Table II.



TABLE II

|                                       |                              |                              |                              |                              |                             
|-------------------------------------- | ---------------------------- | ---------------------------- | ---------------------------- | ---------------------------- | ----------------------------
|                                       | Year Ended December 31, 2005 | Year Ended December 31, 2004 | Year Ended December 31, 2003 | Year Ended December 31, 2002 | Year Ended December 31, 2001
|Net income (loss)                      | $ 1,088,606                  | $ (5,352,160)                | $ (1,788,968)                | $  1,742,362                 | $  2,230,515                
|Basic earnings (loss) per common share | $         0.01               | $        (0.09)              | $        (0.04)              | $        (0.05)              | $        (0.11)             
|Number of Common Shares at year end    | 92,514,678                   | 69,858,678                   | 52,033,270                   | 38,103,486                   | 24,754,420                  
|Total assets                           | $ 12,819,608                 | $ 2,582,982                  | $    666,818                 | $    345,200                 | $    732,602                



A discussion of the differences between accounting principles and practices generally accepted in Canada and accounting principles and practices generally accepted in the United States and required by the SEC is contained in Note 17 to the financial statements, included in Item 17 of this Annual Report.



Exchange Rates

|              |                      |                   
|------------- | -------------------- | ------------------
|              | Monthly High ($) (1) | Monthly Low ($)(1)
|December 2005 | 0.8682               | 0.8524            
|January 2006  | 0.8780               | 0.8543            
|February 2006 | 0.8798               | 0.8633            
|March 2006    | 0.8839               | 0.8533            
|April 2006    | 0.8983               | 0.8531            
|May 2006      | 0.9095               | 0.8917            

(1)

The high and low exchange rate in each month has been calculated using the average monthly rate of the Bank of Canada.



|                    |                              |                              |                              |                              |                             
|------------------- | ---------------------------- | ---------------------------- | ---------------------------- | ---------------------------- | ----------------------------
|                    | Year Ended December 31, 2005 | Year Ended December 31, 2004 | Year Ended December 31, 2003 | Year Ended December 31, 2002 | Year Ended December 31, 2001
|Average rate ($)(2) | 0.8254                       | 0.7684                       | 0.7138                       | 0.6369                       | 0.6458                      
|High ($)(3)         | 0.7876                       | 0.7165                       | 0.6381                       | 0.6202                       | 0.6237                      
|Low ($)(3)          | 0.8682                       | 0.8504                       | 0.7726                       | 0.6613                       | 0.6696                      

(2)

The average exchange rate for the period has been calculated using the average yearly rate of the Bank of Canada.

(3)

The high and low exchange rate in each period was determined from the average yearly rate of the Bank of Canada.



All of the amounts in the Exchange rates tables above are stated in U.S. currency.  Accordingly, at the closing on December 31, 2005,the U.S. $1.00 was equalto Cdn $1.1630.  At the closing on May 31, 2006, the U.S. $1.00 was equal to Cdn $1.1015.



4





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Item 3.D. Risk Factors



The Company, and the Securities of the Company, should be considered a highly speculative investment.  The following risk factors should be given special consideration when evaluating an investment in any of the Company's Securities:





·

General Risk Factors: Although management of the Company believes that the conduct of Internet gaming related activities by its Antiguan subsidiary, Action Poker Gaming Inc. (Action), represents a lawful business, there is the risk that the legality of the Internet gaming related activities may be challenged by Canadian or other legal authorities.  If the legality of the Internet gaming related activities is challenged and the challenge is sustained, it can have a material adverse impact on the business and financial affairs of the Company.



There is an ongoing effort in the U.S.A. to enact legislation for the prohibition of on-line gaming and for financial transactions pertaining to on-line gaming.  The passage of such legislation could substantially and adversely impact the business and financial affairs of the Company and its licensees.



The marketplace for the Companys Gaming Software is constantly undergoing changes, is intensely competitive and is subject to changes in customer preferences.  The Companys products and services compete against those of other companies that have greater financial, marketing, technical and other resources than those of the Company.  Any changes in the internets role as the premier computer network information service or any shutdown of internet services by significant internet service providers will have an adverse material impact on the Companys ability to generate revenues.  Furthermore, the Company can be severely and adversely affected from power failures, internet failures, software failures and hackings.  The Company relies heavily on its employees, the loss of any of whom could have an adverse effect on the Company. The Company also relies on its licensees for the operation of the Companys Gaming Software, the loss of any of which could have an adverse effect on the affairs of the Company. Changes in policies of companies, financial institutions or banks, that handle credit card transactions and/or other types of financial transactions for on-line gaming, can have an adverse impact on the business and financial affairs of the Company.



The profitability of the Company may be affected by fluctuations in the exchange rate of the US Dollar in relation to the Canadian Dollar due to the fact that the Companys revenues are generated in US Dollars while a certain portion of the Companys expenses are incurred in Canadian Dollars.



·

Dilution: There are a number of outstanding securities and agreements pursuant to which common shares of the Company may be issued in the future. This will result in further dilution to the Company's shareholders.



·

Revenues and Dividends:  While the Company has recently started generating meaningful revenues, the Company has not yet established a long term pattern of consistently generating meaningful revenues.  The Company intends to retain its earnings in order to finance further growth.  Furthermore, the Company has not paid any dividends in the past and does not expect to pay any dividends in the future.



·

Investments in Securities:  From time to time, the Company has acquired securities for investment purposes. The Company is exposed to significant market risk with respect to these securities and there are no assurances whatsoever that the Company will recover its investment in these securities.



·

U.S. Federal Income Tax Considerations:  The Company is classified as a Passive Foreign Investment Company ("PFIC") for U.S. Federal Income Tax purposes.  Classification as a PFIC will create U.S. Tax consequences to a U.S. shareholder of the Company that are unique to the PFIC provisions and that are not encountered in other investments.  Prospective investors are urged to consult their own tax advisors with respect to the tax consequences of an investment in the common shares of the Company.



·

Penny Stock:  The Company's securities are deemed to be Penny Stocks and are therefore subject to Penny Stock rules as defined in Rule 3a(51)(1) of the 1934 Exchange Act.  The Penny Stock disclosure requirements may have the effect of reducing the level of trading activity of the Company's securities in the secondary market.  Penny Stocks are low-priced shares of small companies not traded on a U.S. national exchange or quoted on Nasdaq.  The Company's securities are quoted for trading on the OTC Bulletin Board. Penny Stocks, such as the Company's securities, can be very risky.  Prices of Penny Stocks are often not available.



5





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Investors in Penny Stocks are often unable to sell stock back to the dealer that sold them the stock. Investors may lose all their investment in Penny Stocks.  There is no guaranteed rate of return on Penny Stocks.  Before an investor purchases any Penny Stock, U.S. Federal law requires a salesperson to tell the investor the "offer" and the "bid" on the Penny Stock, and the "compensation" the salesperson and the firm receive for the trade.  The firm also must mail a confirmation of these prices to the investor after the trade.  The Investor's Broker-dealer is required to obtain the investor's signature to show that the investor has received the statement titled "Important Information on Penny Stocks" before the investor first trades in a Penny Stock.  This Statement is required by the U.S. Securities and Exchange Commission ("SEC") and contains important information on Penny Stocks.  Furthermore, under penalty of Federal Law the Investor's brokerage firm must tell the investor at two different times - before the investor agrees to buy or sell a Penny Stock, and after the trade, by written confirmation the following:  1) the bid and offer price quotes for the Penny Stock, and the number of shares to which the quoted prices apply, 2) the brokerage firm's compensation for the trade, 3) the compensation received by the brokerage firm's salesperson for the trade.  In addition, to these items listed above the investors brokerage firm must send the investor monthly account statements and a written statement of the investor's financial situation and investment goals as required by the Securities Enforcement and Penny Stock Reform Act of 1990.



ITEM 4. INFORMATION ON THE COMPANY



Item 4.A. History and Development of the Company



The legal and commercial name of the company is:



LAS VEGAS FROM HOME.COM ENTERTAINMENT INC.



The Company was incorporated by Memorandum and Articles under the Company Act of the Province of British Columbia, Canada, on May 27, 1980 under the name of "Mountain Fertilizer Products Ltd." (Exhibit 3.1 - Incorporated by reference)  On June 30, 2005, the shareholders adopted a new form of articles (Exhibit 3.2* - Attached) under the New British Columbia Corporations Act at the Annual & Special General Meeting of its shareholders held June 30, 2005 (Exhibit 20.3  Incorporated by reference).



The Directors of Mountain Fertilizer Products Ltd. resolved that the Company change its business activities and its name, and as a result of which, on August 6, 1980, the Company's name was changed to "Titleist Petroleums Ltd." ("Titleist") reflecting the business activities of the Company.  Titleist was involved in the oil and gas business in Canada and, through its U.S. subsidiary, Titleist Petroleums U.S.A. Inc. (Titleist USA), in the United States.



Titleist USA was incorporated on June 24, 1981 under the laws of the State of Texas.  However, as of 1989, Titleist USA was a forfeited corporation.  Legal counsel has advised that the corporation has been forfeited due to the non-payment of franchise tax.  Although the corporation may still exist, it has lost its right to do business.  As a result, the Company has no control of the assets of Titleist USA and is not responsible for the liabilities, if any.



In 1985, Directors of Titleist resolved to merge, acquire and enter into a share exchange agreement with the shareholders of Comp-Data USA, Inc., a computer related company, and on September 5, 1986, Titleist's name was changed to "Comp-Data International Inc." ("Comp-Data") and its authorized capital was consolidated on the basis of five-old-shares for every one new share.



In 1987, Directors of Comp-Data resolved to get out of the computer related business.  As a result of which, Comp-Data acquired all of the issued and outstanding shares of Armenian Express Canada Inc.  Pursuant to a Special Resolution passed October 5, 1987, Comp-Data changed its name to "Armenian Express Canada Inc." to reflect the change of business plan and management of the Company.  In respect to this transaction, there was no share consolidation involved.  Subsequently, the Company's hydrocarbons assets were forfeited.



For a limited period of time, the Company implemented an ethnic affinity credit card which targeted Armenians in Canada.  An agreement was signed with the National Bank of Canada ("National Bank") wherein the Company was to market in Canada a MasterCard affinity credit card under its own name "Armenian Express Canada".  The agreement was for one year and was subject to annual renewals.  For a short period of time, affinity credit cards were issued in Canada by the National Bank.  The ethnic affinity credit card program did not generate any meaningful revenues for the Company given the small number of Armenians in Canada, and as a result of which, the National Bank terminated its agreement with the Company.



6





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In November 1989, the Company's Directors resolved to change the business activity of the Company and to make the Registrant a natural resource company, whereby the Company would acquire, explore and, if warranted, develop mineral properties.  Consequently, the Company changed its name to "Armenex Resources Canada Inc." and on July 4, 1990 consolidated its authorized capital on the basis of five-old shares for one-new share.



Subsequently, a re-organization was deemed necessary by the Directors of the Company.  Pursuant to the Company's Directors' resolutions, on August 31, 1994, the Company changed its name to "Ecuadorean Copperfields Inc." and consolidated its authorized capital on the basis of five-old shares for one-new share.



In 1996, due to the large number of the then issued and outstanding common shares of the Company, Directors of the Company decided that, in order for the Company to be in a better position to attract public financings, the Company consolidate its authorized capital on the basis of three-old shares for one-new share and change its name to "Bronx Minerals Inc.".  On June 14, 1996, the Company changed its name to "Bronx Minerals Inc." and consolidated its authorized capital on the basis of three-old shares for one-new share.



During 1998 and 1999, the Company attempted to acquire mineral projects of merit but was unsuccessful in its attempts.  Due to the difficult times that mining companies were experiencing, management of the Company resolved that it would be in the best interest of the Company to get out of the mineral exploration business and become an Internet gaming and entertainment corporation.  Consequently, at the Companys Extraordinary General Meeting of its Shareholders which was held on August 12, 1999, Shareholders approved a Special Resolution to change the name of the Company to Las Vegas From Home.com Entertainment Inc. in order to reflect the business activities of the Company.  The Companys application of change of its business was officially approved by the Canadian Venture Exchange (CDNX) on January 6, 2000.



It has always been the intention of the Directors (past and present) to ensure that the Company survives.  As resolved by the Company's Directors all the reorganizations which the Company undertook were necessary for the Company's survival.  The reorganizations have been carried out in accordance with, and in full compliance of, the policies of the TSX Venture Exchange (TSX Venture) [formerly the CDNX and prior to that, the Vancouver Stock Exchange (VSE)].  All of the Company's reorganizations were approved by the Canadian Regulatory Authorities and the Company's Shareholders.



The Company's head office is located at:  Suite 100 - 1255 West Pender Street, Vancouver, British Columbia, Canada V6E 2V1.  The telephone number is (604) 681-0204 and the telefax number is (604) 681-9428.  The contact persons are Jacob H. Kalpakian or Bedo H. Kalpakian.



The Company's registered and records office is located at: P.O. Box 10068, 1600-609 Granville Street, Vancouver, British Columbia, Canada V7Y 1C3.  The telefax number is (604) 669-3877.



The Auditors of the Company are Smythe Ratcliffe, Chartered Accountants, 7th Floor, Marine Building, 355 Burrard Street, Vancouver, British Columbia V6C 2G8.  The telefax number is (604) 688-4675.



The Registrar and Transfer Agent of the Company is Computershare Trust Company of Canada, 9th Floor, 100 University Avenue, Toronto, Ontario M5J 2Y1.  The telefax number is (416) 981-9800.



The address of the registered office of the Companys Antiguan subsidiary,Action PokerGaming Inc., (Action) is:  No. 6 Temple Street, P.O. Box 2372, St. Johns, Antigua, West Indies.  The telefax number is (268) 460-6183.



The address of the registered office of the Companys United Kingdom (UK) subsidiary,Action Commerce Limited., (Action Commerce) isFlat 91-Building45, Hopton Rd, Royal Arsenal - off Plumstead Rd. London SE18 6TJ United Kingdom.  The telefax number is 011 44 020-8836-9079



The address of the registered office of the Companys Cypriot subsidiary,APG Enterprises Ltd. (APG) is 3, Chrysanthou Mylona Street, CY3030, PO Box 56253, Limassol, Cyprus.  The telefax number is +357 25 34 07 34.



The address of the registered office of the Companys Armenian subsidiary,APG Enterprises (APG Armenia) is APG Enterprises CJSC, 41 Arshakuniac St. 375026, Yerevan, Republic of Armenia. The telefax: number is +374 010 531 390.







7





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Item 4.B. Business Overview



Summary



LVFH is an Internet Gaming and Entertainment corporation.  Previously, the Company was called Bronx Minerals Inc. and was engaged in the mineral exploration business. On September 3, 1999, the Company officially changed its name, and on January 6, 2000, the CDNX approved the Companys application for change of business from mineral exploration to Internet gaming and entertainment.



The Company is in the business of developing software for on-line multi-player interactive card games (the Companys Gaming Software).  The Licensing of the Companys Gaming Software to third parties and the gaming and entertainment operations are carried on by the Companys wholly owned Antiguan subsidiary, Action.  The principal revenues of Action are from collecting rakes, licensing fees and royalties.  Action operates as an internet host of card games and collects a fee (rake) as host and does not participate in the actual card games.



During 2002, Action moved its operations from its location in Antigua to the facilities of Mohawk Internet Technologies Inc. ("Mohawk") which acts as its hosting facility for its servers, located on the Kahnawake Mohawk Reserve ("Kahnawake") in Canada.  The Kahnawake Gaming Commission has issued to Action, an interactive gaming license to operate and exploit an Internet gaming facility, to be located at Mohawk.



Kahnawake has reserve status in Canada, and has its own regulations and laws concerning interactive gaming.  These regulations allow the Kahnawake Gaming Commission to issue a gaming licence to a third party authorizing the conduct of authorized games by means of a telecommunication device, including the Internet.



During 2005, Action licensed from an arms length third party, an online casino, which is operated by Action.



The Companys common shares were first listed and posted for trading on the Vancouver Stock Exchange (now known as the TSX Venture Exchange) on September 15, 1983.  The Companys current trading symbol on the TSX Venture Exchange is LVH.  Effective July, 1999, the Companys common shares began trading in the U.S.A., on the OTC Bulletin Board under the symbol LVFHF.  As of September 1, 2000, the Companys common shares are listed for trading under the symbol LVH on the Berlin Stock Exchange.  Effective February 27, 2006, the Companys common shares were listed for trading on the Frankfurt Stock Exchange.



Item 4.C.  Organizational Structure.



The following chart sets forth the Companys corporate structure as of December 31, 2005:



Las Vegas From Home.com Entertainment Inc.

100%100%100%100%100%100%Action Poker
Gaming Inc.
(Action)
(an Antiguan Corporation)Guardian Commerce Ltd. (Guardian)
(a St. Kitts Corporation)4010493 Canada Inc.,( a federally chartered Canadian Corporation)APG Enterprises Ltd.
(APG Cyprus)
(a Cypriot Corporation)APG Enterprises
(APG Armenia)
(an Armenian Corporation)Action Commerce Limited
(Action Commerce)
(a United Kingdom Corporation)




Action licenses the Companys on-line gaming Software to third parties and hosts the Companys gaming software to the general public.  Action also operates an on-line casino. The Company acquired, on April 28, 2004, Action Commerce Limited (UK), a United Kingdom corporation. Action Commerce Limited (UK) acts as payment processor for the Company and its subsidiaries.  Furthermore, the Company has caused to incorporate the following companies which are wholly owned subsidiaries of the Company; (1) Guardian Commerce Limited, (Guardian) a St. Kitts Corporation which was incorporated to enable the Companys subsidiaries to continue their business relationship with Optimal Payments Inc., (2) APG Enterprises Ltd., (APG Cyprus) a Cypriot Corporation.  The Companys wholly owned Cypriot subsidiary, APG Cyprus has commenced its operations in Cyprus and currently employs 35 people (December 31, 2005: 30), and (3) APG Enterprises, an Armenian corporation (APG Armenia).  APG Armenia currently employs 12 people (December 31, 2005: 11) and is providing technical and administrative support to APG Cyprus.  Upon the dissolution of one of the Companys former subsidiaries, the Company acquired a 100% wholly owned interest in 4010493 Canada Inc., a federally chartered Canadian company, which was dissolved in May, 2006. Furthermore, the Company caused to incorporate two Panamanian subsidiaries during 2004, Georgia Enterprises Corp., and Tiger Ventures Corp., both of which were dissolved in October, 2005.



8





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The Companys Canadian Head Office currently employs 39 people (December 31, 2005: 36) consisting of staff and management.



Item 4.D. Property, Equipment and Software Development



I.

THE COMPANY'S PROPERTY IN THE STATE OF ARKANSAS, USA



During 1992, the Company purchased several mineral properties located in Pike County, Arkansas, USA. During 1999, the Company sold a significant portion of the mineral properties and wrote down the remaining mineral property to $1.  The Company has no future plans to explore or develop the mineral property and wrote down,during 2003,the remaining mineral property to $0.



II.

COMPUTER GAMING SOFTWARE PRODUCT



The Companys Software



During 2002, the Company developed in-house its own multi-player interactive poker games software which was launched live on-line to the general public under the URL www.tigergaming.com. Improvements, modifications and enhancements of the Companys Gaming Software are ongoing on a continual basis.  Presently, the Companys Gaming Software includes the following card games:- Big 2, Chinese Poker, Texas Holdem, Monte Carlo and Survivor Guts, Omaha, Pan, Seven Card Stud and Poker Tournaments.  Research costs are expensed as incurred.  Costs related to the development of software are expensed as incurred unless such costs meet the criteria for deferral and amortization under Canadian generally accepted accounting principles.  The criteria include identifiable costs attributable to a clearly defined product, the establishment of technical feasibility, identification of a market for the software, the Companys intent to market the software, and the existence of adequate resources to complete the project.  Software development costs are amortized over an estimated useful life of five years or prorated over its expected revenue stream whichever is higher, commencing in the year when commercial sales of the products commence.  Capitalized software development is evaluated in each reporting period to determine whether it continues to meet the criteria for continued deferral and amortization.During 2005, an additional amount of $979,579 was capitalized as software development costs (2004: $659,979 2003:$Nil) and the Companys Gaming Software and development costs were amortized in the amount of $283,053 (2004: $102,178; 2003: $36,180)



|                                       |              |              |             
|-------------------------------------- | ------------ | ------------ | ------------
|                                       | 2005        
|EQUIPMENT AND                          |              | Accumulated  | Net         
|SOFTWARE DEVELOPMENT                   | Cost         | Amortization | Book Value  
|                                       |              |              |             
|Software and development costs         | $  2,216,060 | $   457,591  | $  1,758,469
|Computer equipment                     | 589,101      | 194,048      | 395,053     
|Automobile                             | 11,420       | 1,929        | 9,491       
|Office furniture                       | 7,353        | 719          | 6,634       
|Computer equipment under capital lease | 64,320       | 35,728       | 28,592      
|                                       |              |              |             
|                                       | $  2,888,254 | $   690,015  | $  2,198,239



9





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|                                       |             |               |            
|-------------------------------------- | ----------- | ------------- | -----------
|                                       | 2004       
|EQUIPMENT AND                          |             | Accumulated   | Net        
|SOFTWARE DEVELOPMENT                   | Cost        | Amortization  | Book Value 
|                                       |             |               |            
|Software and development costs         | $   840,880 | $     174,538 | $   666,342
|Computer equipment                     | 298,941     | 101,381       | 197,560    
|Computer equipment under capital lease | 64,320      | 23,475        | 40,845     
|                                       |             |               |            
|                                       | $1,204,141  | $    299,394  | $   904,747
|                                       | 2003       
|EQUIPMENT AND                          |             | Accumulated   | Net        
|SOFTWARE DEVELOPMENT                   | Cost        | Amortization  | Book Value 
|                                       |             |               |            
|Software and development costs         | $   180,901 | $      72,360 | $   108,541
|Computer equipment                     | 130,970     | 40,034        | 90,936     
|Computer equipment under capital lease | 46,092      | 6,914         | 39,178     
|                                       |             |               |            
|                                       | $   357,963 | $   119,308   | $   238,655



For equipment and software development and accumulated amortization (depreciation and depletion) thereof please refer to Schedules II and III (Exhibit 99.2* - Attached).



The Company has Capital Lease Obligations for its Computers; as of January 1, 2006, the total future obligations amounts to $22,818; (Less than one year $20,268; one to three years: $2,550).



ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

Selected Annual Information



Selected annual information from the audited consolidated financial statements for the three years ended December, 31, 2005, 2004 and 2003 is shown in the following table:

|                                                                |   |            |   |             |   |            
|--------------------------------------------------------------- | - | ---------- | - | ----------- | - | -----------
|                                                                |   | 2005       |   | 2004        |   | 2003       
|Revenue                                                         | $ | 11,578,978 | $ | 1,980,918   | $ | 490,764    
|Interest Income                                                 |   | 142,340    |   | 3,046       |   | 1,997      
|Income (Loss) before other
Items                                |   | 1,159,286  |   | (3,595,278) |   | (2,905,375)
|Gain/(loss) per common share before
other items *               |   | * 0.01     |   | * (0.05)    |   | * (0.06)   
|Fully diluted gain/(loss) per common
share before other items * |   | * 0.01     |   | *(0.04)     |   | *(0.05)    
|Net gain/(loss)                                                 |   | 1,088,741  |   | (5,346,512) |   | (2,008,775)
|Net gain/(loss) per
common share *                              |   | * 0.01     |   | * (0.08)    |   | * (0.04)   
|Fully diluted net gain/(loss) per
common share *                |   | * 0.01     |   | *(0.06)     |   | *(0.04)    
|Total Assets                                                    |   | 12,819,608 |   | 2,582,847   |   | 661,035    
|Long term financial
Obligations                                 |   | 22,818     |   | 43,094      |   | 39,692     
|Cash dividends                                                  |   | Nil        |   | Nil         |   | Nil        

*Gain (loss) per common share in the above table is based on the number of shares outstanding at year end, and not on the weighted average number of shares outstanding for the periods (Canadian GAAP) as shown in the Audited Statements of Operations and Deficit for the years ended December 31, 2005, 2004 & 2003.





10





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·

Effective January 2004, the Company adopted the new requirements of the Canadian Institute of Chartered Accountants (CICA) Handbook Section 3870, which requires all forms of stock based compensation, including stock options to be accounted for using the Fair Value based method and recorded as an expense over the vesting period.  Previously, the Company did not record any compensation cost on the granting of stock options to directors, officers,employees and consultants as the exercise price was equal to or greater than the market price at the date of the grants.  Options granted are accounted for using the Black-Scholes option pricing model.

·

As a result of this change in accounting, the 2004 opening deficit was restated on a retroactive basis to show the effect of compensation expense associated with stock option grants in 2003 of $214,024 and $83,051 in 2002.  Accordingly, contributed surplus was increased by $ 297,075 in 2004.



Certain prior year amounts have been restated to be comparative to the current years presentation.



For the twelve month period ended December 31, 2005, the Company has recorded Revenue of $11,578,978 (2004:$1,980,918) (2003: $490,764) reflecting a general acceptance of the Companys Gaming Software by the Companys Licensees and users of the Companys Gaming Software.  Interest income increased to $142,340 (2004: $3,046) (2003: $1,997) due to higher cash balances in the bank.  The Income before other items of $1,159,286 as compared to a loss in 2004 of $(3,595,278) (2003: $(2,905,375)) and the gain/(loss) per common share before other items on a fully diluted basis was $0.01 (2004: $(0.04)) (2003: $(0.05)) and on a non-diluted basis was $0.01 (2004: $(0.05))(2003: $(0.06)) occurred as a result of the Companys increased revenues.  The Companys expenses totalled $10,562,032 (2004: $5,579,242) (2003: $3,398,136) mainly due to the Company incurring advertising and promotion expenses of $5,229,260 (2004: $1,236,938) (2003: $771,813), transaction fees of $814,964 (2004: $Nil) (2003: $Nil), Amortization of $382,655 (2004: $168,108) (2003: $71,677), Bank charges, interest and foreign exchange of $172,915 (2004: $(17,840)) (2003: $34,278).  The net income/(loss) of $1,088,741 (2004:$(5,346,512)) (2003: $(2,008,775)) and the net gain/(loss) per common share on a fully diluted basis of $0.01 (2004:$(0.06)) (2003: $(0.04)) and on a non-diluted basis of $0.01 (2004:$(0.08)) (2003: $(0.04)) is attributable to the gain/(expense) on the settlement of a lawsuit of $97,382 (2004:$(240,400)) (2003: $Nil), the purchase back of net revenue sharing of $Nil (2004: $(1,429,522)) (2003: $889,663) and the gain/(loss) on sale of investments was $Nil (2004: $(42,011)) (2003: $6,502).  The Company wrote down the value of marketable securities by $(167,927) (2004: $(39,301)) (2003: $Nil).  Total assets of $12,819,608 (2004:$2,582,847) (2003: $661,035) is comprised of cash and term deposits of $8,408,620 (2004: $Nil) (2003: $Nil) which is attributable to the proceeds received from the Brokered Offering which closed on May 13, 2005, marketable securities of $379,236 (2004: $383) (2003: $17,374); accounts receivable of $1,801,274 (2004: $1,198,731) (2003: $179,133); due from related parties of $4,740 (2004: $376,087) (2003: $140,832); prepaids and security deposits of $27,499 (2004: $102,899) (2003: $85,041) and equipment and software development of $2,198,239 (2004: $904,747) (2003: $238,655).  The Company has long term obligations for hardware equipment of $22,818 (2004: $43,094) (2003: $39,692).



The Company has never paid any cash dividends and has no plans to pay any cash dividends in the future.  The weighted average number of common shares was 84,337,774 as compared to 58,428,307 for the same period in 2004 as compared to 42,579,518 for the same period in 2003.



Results of Operations



All financial figures presented herein are expressed in Canadian Dollars (CDN$) unless otherwise specified.



The Company has developed and has built a Software for on-line multi-player interactive card games (the Companys Gaming Software) which is licensed to its wholly owned Antiguan subsidiary Action Poker Gaming Inc. (Action).



The Kahnawake Gaming Commission has issued to Action an interactive gaming license to operate and exploit an Internet Gaming Facility located at the facilities of Mohawk Internet Technologies Inc., which is located in the Kahnawake Mohawk Reserve in Canada (the Kahnawake Interactive Gaming License).



Action hosts the Companys Gaming Software to the general public.  Action is the owner and operator of the URLs www.tigergaming.com, www.tigergaming.net, www.holycowpoker.com, www.atlantisworldpoker.com, www.pokerincanada.com , www.pokerincanada.net. and www.actionpoker.com .



Action licenses the Companys Gaming Software to several third party operators.  For a list of all licensees, please visit www.lvfh.com .  Furthermore, Action hosts and operates online poker websites on behalf of its licensees.



During 2005, Action has licensed from an arms length third party, an online Casino Software (Online Casino), which is operated by Action under the URL www.playvegasfromhome.com.



The principal revenues of Action are from collecting rakes, licensing fees and royalties.



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The Company is continually enhancing and upgrading the Companys Gaming Software in order to retain and increase its customer base.



In June 2003, Action entered into an agreement with Atlantis Casino (Atlantis) (Exhibit 10.5  Incorporated by reference) whereby Atlantis purchased a 35% interest in Actions monthly net revenues for US$1,000,000.  During 2004, the parties entered into an agreement (the Purchase Back Agreement) (Exhibit 10.6  Incorporated by reference) whereby Action purchased back the 35% interest in Actions monthly net revenues from Atlantis for US$1,000,000 of which US$327,620 remained outstanding as at December 31, 2004.  As of March 8, 2005, the outstanding amount was fully paid.  The Company and Action have no further obligations whatsoever to Atlantis.



During the year ended December 31, 2004, the Company was involved in a lawsuit with an arms length third party (Third Party) for patent infringement.  Even though Management of the Company was of the opinion that the lawsuit was frivolous and of no merit, nevertheless Management decided that it would be more prudent and cost effective to have an amicable out-of-court settlement.  Subsequent to year-ended December 31, 2004, the Company reached an out-of-court settlement, by entering into a License and Settlement Agreement dated February 17, 2005, (the License and Settlement Agreement) (Exhibit 10.1- Incorporated by reference)whereby the Company had agreed to pay to the Third Party a series of royalty payments, not to exceed the sum of US$200,000, which were  payable as follows:



(a)

Four equal instalments of US$25,000 until November 2, 2005;

(b)

Quarterly payments of US$10,000 for every US$1,000,000 of Las Vegas cumulative rake income commencing January 1, 2005, for up to US$5,000,000 of Las Vegas cumulative rake revenues; and,

(c)

A single payment of US$50,000 for the first subsequent US$5,000,000 of Las Vegas cumulative rake revenues after the above mentioned US$5,000,000 would have been reached.



On May 6th, 2005, the Company and the Third Party entered into a Modification to License and Settlement Agreement) of February 17, 2005 (Exhibit 10.2  Incorporated by reference) whereby the Company paid one final payment of US $90,000 as full and final settlement, and complete release of all the Companys royalty obligations.  As a result, the Company recorded a gain of Cdn $97,382 in its statement of operations and deficit for the year ended December 31, 2005.



Prior to May 6, 2005, the Company had paid US $25,000 to the Third Party.



The Company is presently not a party to any legal proceedings whatsoever.



Pursuant to a Loan Agreement, (Exhibit 10.3  Incorporated by reference) the Loan from Interactive of US $250,000 (Cdn $275,608) was obtained in June, 2004, and was payable in monthly instalments equal to 5% of Actions revenues for the first twelve months and 10% of Actions revenues thereafter until the loan would have been paid. The entire amount was fully repaid by the Company on March 15, 2005.  In lieu of interest, the Company was obliged to make monthly bonus payments to Interactive equal to 5% of Actions revenues for a period of twelve months.  Bonus payments totalling US $20,709 were made up to October, 2004.  On April 15, 2005, as consideration for the early repayment of the Loan by the Company, Interactive cancelled the Loan Agreement by way of a Letter dated April 15, 2005,(Exhibit 10.4  Incorporated by reference)and has forever forgiven all outstanding and future bonus payments that were payable pursuant to the Loan Agreement.



On April 28, 2004, the Company acquired, Action Commerce Limited (UK), a United Kingdom corporation.  Action Commerce Limited (UK) acts as payment processor for the Company and its subsidiaries.  Furthermore, the Company has caused to incorporate the following companies which are wholly owned subsidiaries of the Company; (1) Guardian Commerce Limited, (Guardian) a St. Kitts Corporation which was incorporated to enable the Companys subsidiaries to continue their business relationship with Optimal Payments Inc., (2) APG Enterprises Ltd., a Cypriot Corporation (APG Cyprus).  APG Cyprus, is fully operational in Cyprus and currently employs 35 people (December 31, 2005: 30) and (3) APG Enterprises, an Armenian corporation (APG Armenia). APG Armenia currently employs 12 people (December 31, 2005: 11) and is providing technical and administrative support to APG Cyprus.  Upon the dissolution of one of the Companys former subsidiaries, the Company acquired a 100% interest in 4010493 Canada Inc., a federally chartered Canadian company which, has been dormant and as a result, was dissolved on May 6, 2006.  In addition, the Company caused to dissolve two inactive Panamanian subsidiaries, Georgia Enterprises Corp., and Tiger Ventures Corp. during the year ended December 31, 2005.



At the  Annual & Special General Meeting of the Companys shareholders which was held on June 30, 2005, (Exhibit 20.3  Incorporated by reference) the shareholders approved the Audited Consolidated Financial Statements for the



12





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year ended December 31, 2004 and the Auditors report thereon; fixed the number of Directors for the ensuing year at four; elected Bedo H. Kalpakian, Jacob H. Kalpakian, Neil Spellman and Gregory T. McFarlane as Directors of the Company; re-appointed the Companys Auditor, Smythe Ratcliffe, Chartered Accountants, for the ensuing year and authorized the Directors to fix the remuneration to be paid to the Auditor.  The shareholders also approved: (a) the deletion of the pre-existing Company Provisions in the Notice of Articles of the Company and in substitution, the adoption of a new form of Articles for the Company pursuant to The Business Corporations Act (British Columbia);(See Exhibit 3.2* - Attached) (b) the increase of the Companys authorized share capital to an unlimited number of common shares and an unlimited number of preferred shares,issuable in series, in each case without nominal or par value; and (c) the amendment to the Companys 2004 Stock Option Plan by increasing the maximum number of common shares which may be reserved for issuance pursuant to the Stock Option Plan to 15,866,936 common shares (the Companys Amended 2004 Stock Option Plan)(see Exhibit 10.13* - Attached).



The Company entered into an agreement on April 20, 2005 (Exhibit 1.1  Incorporated by reference), with a syndicate of underwriters led by Wellington West Capital Markets Inc. and CIBC World Markets Inc. and including GMP Securities Ltd. and Sprott Securities Inc. (collectively the Underwriters) for a "bought-deal" underwritten private placement of Subscription Receipts (the "Brokered Offering").  The Brokered Offering closed on May 13, 2005, and on June 30, 2005, at the Companys Annual and Special General Meeting, the Companys shareholders approved the increase of the authorized share capital of the Company to an unlimited number of common shares and an unlimited number of preferred shares, in each case without nominal or par value.  As a result and during the third quarter period ended September 30, 2005, 12,485,500 common shares and 6,242,750 share purchase warrants at an exercise price of $1.00 per common share were issued by the Companyto various investors pursuant to the Brokered Offering.  Total net proceeds received by the Company were $7,487,689.  The Company paid the Underwriters an aggregate cash commission of $547,801 and issued a total of 842,771 Brokers Compensation Warrants (the Compensation Warrants) which are exercisable into Units at $0.65 per Unit.  Each Unit consists of one common share in the capital of the Company and one half of one share purchase warrant.  One whole share purchase warrant is required to purchase one additional common share at $1.00 per share.  All share purchase warrants expire on May 13, 2007.  The shares, share purchase warrants and Compensation Warrants, which were issued by the Company on July 13, 2005, had hold periods which expired on September 14, 2005, at which time the share purchase warrants commenced trading on the TSX Venture Exchange, under the symbol LVH.WT.



During the first quarter of 2005, the Company had received, from a third party, a subscription for the securities of the Company in the amount of $450,000 which was not accepted by the Company and such amount was returned by the Company to the third party on July 25, 2005.



For the year ended December 31, 2005, the Company recorded revenue of $11,578,978 as compared to $1,980,918 for the same period in 2004, (2003: $490,764) reflecting a general acceptance of the Companys Gaming Software by the Companys Licensees and users of the Companys Gaming Software.  Interest income was $142,340 as compared to $3,046 during the same period in 2004, (2003: $1,997) reflecting an increase in cash balances in the bank mainly attributable to proceeds received from the Brokered Offering which closed on May 13, 2005.  The gain before other items was $1,159,286 compared to a loss of $(3,595,278) for the same period in 2004 (2003: $(2,905,375)) which occurred as a result of the Companys increased revenues.  The Companys expenses increased to $10,562,032 reflecting an increase in the level of the Companys activities, as compared to $5,579,242 for the same period in 2004 (2003: $3,398,136).  Items which contributed to an increase in operating expenses during the year ended December 31, 2005, were as follows; Advertising and promotion expenses were $5,229,260 as compared to $1,236,938 for the corresponding period in 2004 (2003: $771,813).  Increases in Advertising and promotion expenses were mainly due to marketing campaigns that were conducted in order to increase the Companys revenues;Amortization was $382,655 as compared to $168,108 for the corresponding period in 2004 (2003: $71,677); Bank charges, interest and foreign exchange fees were $172,915 as compared to $(17,840) for the corresponding period in 2004 (2003: $34,278).  The increase was mainly due to losses incurred as a result of foreign exchange fluctuations; Commission fees of $28,952 as compared to $Nil for the corresponding period in 2004 were mainly due to theacquisition of Licensees (2003: $Nil).  Donations were $51,500 as compared to $Nil for the corresponding period in 2004 (2003: $Nil); Legal, accounting and audit fees were $151,199 as compared to $78,661 for the corresponding period in 2004 (2003: $133,947).  The increase was mainly related to the Brokered Offering which closed on May 13, 2005; License fees were $46,527 as compared to $13,033 for the corresponding period in 2004 (2003: $26,755). The increase consists of costs incurred in respect to the Licensed Online Casino and the Kahnawake Interactive Gaming License; Management fees were $270,000 as compared to $180,000 for the corresponding period in 2004 (2003: $180,000).  The increase was pursuant to the Management Services Agreement which became effective as of July 1, 2005 whereby Kalpakian Bros. is paid $30,000 per month plus G.S.T.; Office expenses of $325,339 as compared to $126,891 for the corresponding period in 2004 (2003: $83,323) were mainly due to the start-up and ongoing costs and expenses of APG Cyprus and APG Armenia; Regulatory and



13





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transfer agent fees were $38,822 as compared to $10,357 for the corresponding period in 2004 (2003: $6,891). The increase is attributable to increased transfer agent activity in connection with the Brokered Offering; Rent was $362,410 as compared to $289,269 for the corresponding period in 2004 (2003: $255,702).  The increase is due to rent costs incurred on behalf of APG Cyprus and APG Armenia as well as the bandwidth portion of the Companys Server Park rent; Shareholder communication expenses were $17,116 as compared to $9,424 for the corresponding period in 2004 (2003: $11,150).  This increase was related to the Brokered Offering which required Shareholder approval; Telephone expense was $54,491 as compared to $24,863 for the corresponding period in 2004 reflecting an increase in the Companys activities (2003: $27,704); Travel, meals and entertainment expenses were $339,973 as compared to $172,233 for the corresponding period in 2004 reflecting an increase in the Companys activities (2003: $163,834); and Transaction fees of $814,964 as compared to $Nil for the corresponding period in 2004 (2003: $Nil) increased significantly due to increased usage of the Companys gaming software by customers of the Companys Licensees and users of the Companys gaming software.



During the year ended December 31, 2005, the Company recognized the amount of $329,399 as stock option compensation expense as compared to $2,323,004 for the fiscal year ended December 31, 2004, (December 31, 2003: $528,457).



For the three month period ended March 31, 2006, the Company recorded revenue of $3,678,721 as compared to $2,084,056 for the same period in 2005, (2004: $276,676) due to an increase in usage of the Companys Gaming Software.  Interest income was $62,334 as compared to $1,255 during the same period in 2005, (2004: $103) reflecting an increase in cash balances in the bank mainly attributable to proceeds received from the Brokered Offering.  The gain before other items was $356,255 as compared to a gain of $364,329 for the same period in 2005 (2004: $(458,379)). Total expenses of the Company increased to $3,384,800 reflecting an increase in the level of the Companys activities as compared to $1,720,982 for the same period in 2005 (2004: $735,158).  Items which contributed to an increase in operating expenses during the period ended March 31, 2006, were office expenses of $125,659 (2005:$44,816; 2004:$35,185), salaries and benefit expenses of $829,032 (2005:$334,252; 2004:$308,999), advertising and promotion expenses of $1,542,017 (2005:$746,969; 2004:$98,246), amortization of $142,608 (2005:$65,336; 2004:$22,113), legal, accounting and audit fees of $46,327 (2005:$33,749; 2004:$3,128), rent of $136,991 (2005:$78,625; 2004:$57,099), travel, meals and entertainment expenses of $83,730 (2005:$81,722; 2004:$53,005), transaction fees of $275,173 (2005:$176,288; 2004:$15,965), telephone of $17,310 (2005:$9,377; 2004:$6,768), management fees of $90,000 (2005:$45,000; 2004: $45,000), commission fees of $12,700 (2005:$Nil; 2004: $Nil) and bank charges, interest and foreign exchange of $6,029 (2005:$2,373; 2004: $5,614). During this period, the Company recognized the amount of $74,440 as stock option compensation expense (2005:$Nil; 2004: Nil).



During the year ended December 31, 2005, in keeping with Managements commitment to support worthwhile causes, the Company has made donations totalling $51,500 to the following:- (1) St. Vartans Armenian Apostolic Church of British Columbia as to $6,500; (2) the Zajac Ranch for Children as to $5,000.  The Zajac Ranch is a camp dedicated to raising the spirits of children with life threatening, chronic illnesses or disabilities and the Zajac Ranch project is spear headed by the Zajac Foundation, a non-profit organization registered as a charitable institution with the Government of Canada whose mandate is to support children, seniors and those with special needs through innovative community projects focused on developing life long skills and independence; (3) Street Kids International, as to $35,000, an international charity based in Canada, striving to be the lead organization in developing, disseminating and advocating the practical solutions needed to give street kids around the world the choices, skills, and opportunities to make a better life for themselves; and (4) La Relance Jeunes et Familles, as to $5,000, a charitable organization dedicated to helping young people and their families.

During the first quarter ended March 31, 2006, the Company donated $1,000 to the Make A Wish Foundation, a childrens charitable foundation, with respect to efforts being made by the Sunbeam Canada/Team Alpine and their drive across Canada in order to raise money for the Make A Wish Foundation.  On a going forward basis, the Company intends to continue and focus its commitment to solely support childrens charitable causes.

For the year ended December 31, 2005, the weighted average gain per common share was $0.01 as compared to a loss of $(0.09) per share for the year ended December 31, 2004 and as compared to a loss of $(0.05) per share for the year ended December 31, 2003.  Total assets as at December 31, 2005, were $12,819,608 as compared to $2,582,847 for the corresponding period in 2004 (2003: $661,035).  The Company has equipment leases with present value of net minimum lease payments of $22,818 as compared to $43,094 for the corresponding period in2004.  A certain portion of the obligation for lease payments has been personally guaranteed by the Companys President, Jacob H. Kalpakian.  The Company has not paid any cash dividends and does not plan to pay any cash dividends in the future.

During the year ended December 31, 2005, the Company had a net gain of $1,088,741; or $0.01 per common share (weighted average), as compared to a net loss of $(5,346,512); or $(0.09) per common share (weighted average), in the



14





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same period of 2004 and as compared to a net loss of $(2,008,775) or $(0.05) per common share (weighted average) for the same period in 2003.



During the year ended December 31, 2005, the Companys weighted average number of common shares was 84,337,774 as compared to 58,428,307 for the same period in 2004 and as compared to 42,579,518 for the same period in 2003.



For the year ended December 31, 2005, the Company had a working capital of $ 8,429,106 as compared to a working capital deficit of $(248,293) in the same period of 2004, (2003: $(147,468)).

Effective February 1, 2006, the Company has entered into a lease agreement for its Vancouver offices for a term of 12 months at a montly rent of $15,000 plus G.S.T.



During the three month period ended March 31, 2006, the Company had a net gain of $315,128; or $0.003 per share (weighted average), as compared to a net gain of $364,329; or $0.005 per share (weighted average), in the same period of 2005.



The weighted average gain per common share was $0.003 as compared to a gain of $0.005 during the same period in 2005.  Total assets at March 31, 2006, were $13,606,499 (2005:$3,891,292). The Company has equipment leases with present net minimum lease payments of $17,078 expiring in 2007 (2005:$38,399).  During the three month period ended March 31, 2006, the Companys weighted average number of shares was 93,114,908 as compared to 77,406,344 for the same period in 2005.  For the three month period ended March 31, 2006, the Company had a working capital of $11,154,408 as compared to $2,368,808 in the same period of 2005.



The Company has not paid any cash dividends and does not plan to pay any cash dividends in the future.



These financial analyses address the results of operations in accordance with the financial statements prepared under Canadian generally accepted accounting principles.  A discussion of the differences between accounting principles and practices generally accepted in Canada and accounting principles and practices accepted in the United States and required by the S.E.C. is contained in Note 17 of the financial statements included in item 17 of this Annual Report.



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Summary of Quarterly Results



All financial figures presented herein are expressed in Canadian Dollars (CDN $) unless otherwise specified.  The following are the unaudited results for the twelve most recent quarterly periods, starting with the three month quarterly period ended March 31, 2006



The following are the results for the twelve most recent quarterly periods, starting with the three month quarterly period ended March 31, 2006:



|                                                                  |   |                |                   |                    |              
|----------------------------------------------------------------- | - | -------------- | ----------------- | ------------------ | -------------
|For the Quarterly Periods ended                                   |   | March 31,
2006 | December 31,
2005 | September 30,
2005 | June 30,
2005
|Total Revenues                                                    | $ | 3,741,055      | 3,561,718         | 3,389,665          | 2,684,624    
|Income (loss) before other items                                  |   | 356,255        | (9,291)           | 515,857            | 288,391      
|Earnings (loss) per common share before other items               |   | 0.004          | (0.00)            | 0.006              | 0.003        
|Fully diluted earnings (loss) per common share before other items |   | 0.003          | n/a               | 0.004              | 0.003        
|Net income (loss) for the period                                  |   | 315,128        | (177,218)         | 515,857            | 385,773      
|Basic net earnings (loss) per share                               |   | 0.003          | (0.002)           | 0.006              | 0.005        
|Diluted net earnings (loss) per share                             |   | 0.003          | n/a               | 0.004              | 0.004        



|                                                                  |   |                |                   |                    |              
|----------------------------------------------------------------- | - | -------------- | ----------------- | ------------------ | -------------
|For the Quarterly Periods ended                                   |   | March 31,
2005 | December 31,
2004 | September 30,
2004 | June 30,
2004
|Total Revenues                                                    | $ | 2,085,311      | 1,073,518         | 350,688            | 282,979      
|Income (loss) before other items                                  |   | 364,329        | (2,176,513)       | (530,878)          | (429,508)    
|Earnings (loss) per common share before other items               |   | 0.005          | (0.03)            | (0.01)             | (0.01)       
|Fully diluted earnings (loss) per common share before other items |   | 0.004          | n/a               | n/a                | n/a          
|Net income (loss) for the period                                  |   | 364,329        | (3,461,006)       | (558,394)          | (862,178)    
|Basic net earnings (loss) per share                               |   | 0.005          | (0.05)            | (0.01)             | (0.02)       
|Diluted net earnings (loss) per share                             |   | 0.004          | n/a               | n/a                | n/a          





16





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|                                                                  |   |                |                   |                    |              
|----------------------------------------------------------------- | - | -------------- | ----------------- | ------------------ | -------------
|For the Quarterly Periods ended                                   |   | March 31,
2004 | December 31,
2003 | September 30,
2003 | June 30,
2003
|Total Revenues                                                    | $ | 276,779        | 261,122           | 186,722            | 841,991      
|Income (loss) before
other items                                  |   | (458,379)      | (1,139,751)       | (667,955)          | 311,970      
|Earnings (loss) per common share before other items               |   | (0.01)         | (0.02)            | (0.01)             | 0.01         
|Fully diluted earnings (loss) per common share before other items |   | (0.01)         | (0.01)            | (0.01)             | 0.01         
|Net income (loss) for the period                                  |   | (464,934)      | 178,640           | (578,491)          | 307,244      
|Basic net earnings (loss) per share                               |   | (0.01)         | 0.00              | (0.01)             | 0.01         
|Diluted net earnings (loss) per share                             |   | (0.01)         | 0.00              | (0.01)             | 0.01         





The Companys business is not of a seasonal nature.



A major portion of the Companys total revenues have been generated as a result of a general acceptance of the Companys Gaming Software by the Companys licensees and users of the Companys Gaming Software.



Fluctuations in the exchange rate of the US dollar in relation to the Canadian dollar have a direct impact on the results of the Companys operations due to the fact that the Companys revenues are generated in US dollars while a certain portion of the Companys expenses are incurred in Canadian dollars.



Item 5.B - Liquidity and Capital Resources



During fiscal 2004, and fiscal 2005 and Q1 of 2006, the Company experienced meaningful increases in its revenues.  In order for the Company to further increase its revenues, the Company must dedicate more resources to marketing and to upgrading the Companys Gaming Software so as to have a full suite of poker games as well as new products.  If the Company is successful in increasing and/or sustaining its revenues, Management is of the opinion that the Company shall be able to fund its marketing and development expenditures from the Companys increased and/or current cash flow.



The Company entered into Non-Brokered Private Placement Agreements with various parties, dated December 13, 2004, to issue 5,000,000 units at $0.20 per unit for total proceeds of $1,000,000 to the Company, each unit consisting of one common share and one-half of one warrant; each whole warrant entitling the holder to purchase one common share at a price of $0.25 per common share for a period of 24 months.  The financing was approved by the TSX Venture Exchange on January 7, 2005, and all units which were issued had a hold period which expired on May 8, 2005.



The Company entered into an agreement on April 20, 2005, with a syndicate of underwriters led by Wellington West Capital Markets Inc. and CIBC World Markets Inc. and including GMP Securities Ltd. and Sprott Securities Inc. (collectively the Underwriters) for a "bought-deal" underwritten private placement of Subscription Receipts (the "Brokered Offering").  The Brokered Offering closed on May 13, 2005.  As a result, 12,485,500 common shares and 6,242,750 share purchase warrants at an exercise price of $1.00 per common share were issued to various investors pursuant to the Brokered Offering.  Total net proceeds received by the Company were $7,487,689.  The Company paid the Underwriters an aggregate cash commission of $547,801 and issued a total of 842,771 Brokers Compensation Warrants (the Compensation Warrants) which are exercisable into Units at $0.65 per Unit.  Each Unit consists of one common share in the capital of the Company and one half of one share purchase warrant.  One whole share purchase warrant is required to purchase one additional common share at $1.00 per share.  All share purchase warrants expire on May 13, 2007.  The shares, share purchase warrants and Compensation Warrants, which were issued by the Company on July 13, 2005, had hold periods which expired on September 14, 2005, at which time the share purchase warrants



17





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commenced trading on the TSX Venture Exchange, under the symbol LVH.WT.



Proceeds received by the Company from all financings are being utilized for general working capital purposes.



The Company has granted stock options and share purchase warrants to acquire common shares of the Company, at certain prices, to various parties.  Should any outstanding stock options or share purchase warrants be exercised by any party, then any funds received by the Company shall be used for general working capital purposes.  However, there are no assurances whatsoever that any stock options or share purchase warrants will be exercised before their respective expiry dates.



For the year ended December 31, 2005, a total of 2,740,500 stock options were exercised at prices ranging from $0.12 to $0.20 per common share for total proceeds to the Company of $463,360.  278,500 stock options expired during the period.  A total of 1,825,000 stock options were granted at exercise prices ranging from $0.20 to $0.46 per common share for a total stock option compensation expense of $329,399 for the year ended December 31, 2005.



During the year ended December 31, 2005, the Company issued an aggregate of 8,742,750 share purchase warrants, 2,500,000 of which are exercisable at the price at $0.25 per common share and 6,242,750 are exercisable at the price of $1.00 per common share.  During the year ended December 31, 2005, a total of 2,430,000 share purchase warrants were exercised at prices ranging from $0.10 to $0.25 per common share for total proceeds to the Company of $428,000.



As of December 31, 2005, the Company had $8,408,620 in cash and term deposits as compared to $Nil at December 31, 2004. Marketable securities at December 31, 2005, were $379,236 as compared to $383 at December 31, 2004; Accounts receivable at December 31, 2005, was $1,801,274 as compared to $1,198,731 at December 31, 2004; Prepaids and security deposits at December 31, 2005, were $27,499 as compared to $102,899 at December 31, 2004; Due from related parties at December 31, 2005, was $4,740 as compared to $376,087 at December 31, 2004, Equipment and Software Development at December 31, 2005 was $2,198,239 as compared to $904,747 at December 31, 2004.



As of December 31, 2005, the Company had $Nil with respect to cheques issued in excess of funds on deposit as compared to $20,717 at December 31, 2004.  Customer deposits, accounts payable and accrued liabilities of $2,111,066 as compared to $1,361,239 for the corresponding period in 2004; Due to related parties was $60,929 as compared to $8,525 for the period ended December 31, 2004.  Other obligations were $Nil as compared to $516,008 for the period ended December 31, 2004, and the Obligation under capital lease was $22,818 as compared to $43,094 for the period ended December 31, 2004.



The Companys working capital as at December 31, 2005 was $8,429,106 as compared to a working capital deficit of $(248,293) as at December 31, 2004, (2003: $(147,468)).



Marketable securities at December 31, 2005, were $379,236 as compared to $383 at December 31, 2004 (2003:$ 17,374).  Accounts receivable at December 31, 2005 was $1,801,274 as compared to $1,198,731 at December 31, 2004 (2003:$179,133).  Prepaids and security deposits at December 31, 2005 were $27,499 as compared to $102,899 at December 31, 2004 (2003:$85,041).  Due from related parties at December 31, 2005 was $4,740 as compared to $376,087 at December 31, 2004 (2003:$ 140,832).



During the year ended December 31, 2004, the Company entered into two private placement financing agreements with Bronx Ventures Inc, [formerly Lucky 1 Enterprises Inc.] (Bronx),a related party, whereby the Company issued an aggregate of 4,000,000 common shares at prices ranging from $0.30 to $0.32 per common share for total proceeds to the Company of $1,225,000.



During the year ended December 31, 2004, the Company closed a Brokered Private Placement Financing and a Non-Brokered Private Placement Financing dated October 25, 2004,for total gross proceeds to the Company of $1,145,000,the details of which are as follows:-



·

The Brokered Private Placement Financing consists of 9,200,000 Units of the Companys securities at $0.10 per Unit.  Each Unit consists of one common share (Common Share) in the capital of the Company and one-half of one share purchase warrant (Warrant).  Each whole Warrant is required to purchase one Common Share in the capital of the Company at $0.20 per Common Share for a period of 24 months.  A 10% Finders Fee of $92,000 was paid in cash to the Agent and an aggregate of 920,000 broker warrants (Broker Warrants) were issued.  Each Broker Warrant entitles the broker to acquire one Common Share in the capital of the Company at $0.10 per Common Share for a period of 24 months.  All Common Shares, Warrants and Broker Warrants have been issued and had a hold period which expired on March 2, 2005, and;





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·

The Non-Brokered Private Placement Financing consists of 2,250,000 Units of the Companys securities at $0.10 per Unit.  Each Unit consists of one common share (Common Share) in the capital of the Company and one-half of one warrant (Warrant).  Each whole Warrant is required to purchase one Common Share in the capital of the Company at $0.20 per Common Share for a period of 24 months.  No Finders Fee was paid in respect to this Financing.  All Common Shares and Warrants have been issued and had a hold period which expired on March 10, 2005.



During the three month period ended March 31, 2006, a total of 357,592stock options were exercised at prices ranging between $0.12 and $0.19 per common share for total proceeds to the Company of $64,715.  50,000 stock options exercisable at $0.19 per common share expired and no stock options were granted during the period.



During the three month period ended March 31, 2006 a total of 300,000 share purchase warrants were exercised at $0.25 per common share for total proceeds to the Company of $75,000.



The Companys working capital at March 31, 2006, was $11,154,408 as compared to a working capital of $10,627,345 at December 31, 2005; Marketable securities at March 31, 2006, were $89,193 as compared to $379,236 at December 31, 2005; Accounts receivable at March 31, 2006, was $1,391,676 as compared to $1,801,274 at December 31, 2005; Prepaids and security deposits at March 31, 2006, were $42,930 as compared to $27,499 at December 31, 2005; Due from related parties at March 31, 2006, was $Nil as compared to $4,740 at December 31, 2005.  At March 31, 2006, the Company had $9,885,486 in cash and term deposits as compared to $8,408,620 at December 31, 2005.



During the three month period ended March 31, 2006, the Companys total assets were $13,606,499 as compared to $12,819,608 at December 31, 2005.  The Companys total liabilities were $2,452,091 as compared to $2,194,813 at December 31, 2005.



Accounts Receivable



The Companys accounts receivable represents a significant percentage of the Companys fiscal revenues due to the fact that the Companys wholly owned Antiguan subsidiary, Action, has entered into Merchant Account Agreements with various internet payment processing companies that hold back 10% of the Companys funds in trust and as a reserve for a period of 6 months on a revolving basis.  This is done so that there are sufficient funds available to the internet payment processing companies should there be any charge-backs during the 6 month Hold period.  This is the standard practice that is used in the Online Gaming Industry.



Player Deposits



Player deposits are included in the Companys Accounts Payables, and represent funds deposited by the Players.



Software development costs



Research costs are expensed as incurred.  Costs related to the development of software are expensed as incurred unless such costs meet the criteria for deferral and amortization under Canadian generally accepted accounting principles.  The criteria include identifiable costs attributable to a clearly defined product, the establishment of technical feasibility, identification of a market for the software, the Companys intent to market the software, and the existence of adequate resources to complete the project.  Software development costs are amortized over an estimated useful life of five years or prorated over its expected revenue stream whichever is higher, commencing in the year when commercial sales of the products commence.  Capitalized software development is evaluated in each reporting period to determine whether it continues to meet the criteria for continued deferral and amortization.





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Capitalization of the Companys Gaming Software



The types of expenses that were capitalized in 2005 and 2004 were:-

|                                 |      |         |        
|-------------------------------- | ---- | ------- | -------
|                                 |      | 2005    | 2004   
|                                 |      |         |        
|Rent                             | Cdn$ | 5,910   | 10,857 
|Amortization                     |      | 7,677   | 11,977 
|Insurance                        |      | 444     | 885    
|Interest                         |      | 803     | 1,903  
|Payroll *                        |      | 964,745 | 571,600
|Professional and Consulting fees |      | -       | 62,757 
|                                 |      |         |        
|                                 | Cdn$ | 979,579 | 659,979



|   |                                                                          
|-- | -------------------------------------------------------------------------
|*● | Does not include any Stock Based Compensation Expense                    
|●  | Does not include any Salaries for Administration                         
|●  | Does not include any Salaries for Customer Service Employees             
|●  | Payroll is directed at technically feasible programming enhancements only
|   |                                                                          



For the three month period ended March 31, 2006, the amount of $130,976 has been capitalized under software and development costs.  Amortization expense of $110,799 has been applied to the costs capitalized for the three month period ended March 31, 2006.



Item 5.C - Research and development, patents and licenses



Due to the size of the Company, the Company does not have a research and development department as such, however, the Company, with its limited resources, conducts its own research and development as and when required. Furthermore, the Company does not have any patents or licenses.



Item 5.D -Trend Information





The marketplace for the Companys business is constantly undergoing changes, is intensely competitive and is subject to changes in customer preferences.  Consequently, new products are being developed continuously by the Online Gaming Industry in order to satisfy customer demands, and new and costly venues of advertising and promotion are being used by the Online Gaming Industry so as to attract new customers and retain existing ones.



Item 5.E - Off balance sheet arrangements



The Company has no off balance sheet arrangements whatsoever and the Companys financial information and statements, including its balance sheet and statement of operations and deficit have been fairly represented in accordance with Canadian generally accepted accounting principles.





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Item 5.F - Tabular disclosure of contractual obligations



The Company has no Long Term Debt Obligations, Purchase Lease Obligations or Other Long Term Liabilities reflected on the Companys Balance Sheet.  All financial figures presented herein are expressed in Canadian Dollars (Cdn $) unless otherwise specified.



|                                                                                                                        |                              |                              |               |           |                  
|----------------------------------------------------------------------------------------------------------------------- | ---------------------------- | ---------------------------- | ------------- | --------- | -----------------
|Contractual Obligations
As of January 1, 2006.                                                                          | Payments due by period      
|                                                                                                                        | Total                        | Less than 1 Year             | 1-3 years     | 3-5 years | More than 5 years
|Long Term Debt Obligations                                                                                              | n/a                          | n/a                          | n/a           | n/a       | n/a              
|Capital Lease Obligations (Computers)                                                                                   | Cdn$   22,818                | Cdn$   20,268                | Cdn$    2,550 | n/a       | n/a              
|Purchase Lease Obligations                                                                                              | n/a                          | n/a                          | n/a           | n/a       | n/a              
|Operating Lease Obligations
Office Space
Mohawk Technologies to
December 31/2005                                        | Cdn$   192,000

US $ 240,000 | Cdn$   192,000

US $ 240,000 | n/a

n/a      | n/a

n/a  | n/a

n/a         
|Other Long Term Liabilities Reflected on the Companys Balance Sheet under the GAAP of the primary financial statements | n/a                          | n/a                          | n/a           | n/a       | n/a              
|US $ Total                                                                                                              | US $  240,000                | US $ 240,000                 |               |           |                  
|Cdn $ Total                                                                                                             | Cdn $   214,818              | Cdn $  212,268               | Cdn $ 2,550   | n/a       | n/a              



In respect to information covered by items 5.E and 5.F, all financial information and statements have been fairly represented in accordance with Canadian generally accepted accounting principles.



Item 5.G - Safe Harbour



Special Note regarding Forward-Looking Statements



We make certain forward looking-statements in this Form 20-F within the meaning of Section 27A of the Securities Act 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, relating to our financial condition, profitability, liquidity, resources, business outlook, proposed acquisitions, market forces, corporate strategies, contractual commitments, capital requirements and other matters.  The Private Securities Litigation Reform Act of 1995 provides a safe harbour for forward-looking statements.  To comply with the terms of the safe harbour, we note that a variety of factors could cause our actual results and experience to differ substantially from the anticipated results or other expectations expressed in our forward-looking statements.  When words and expressions such as: believes, expects, anticipates, estimates, plans,  intends, objectives, goals, aims, projects, forecasts, possible, seeks, may, could, should, might, likely, enable or similar words or expressions are used in this Form 20-F, as well as statements containing phrases such as in our view, there can be no assurance, although no assurance can be given, or there is no way to anticipate with certainty, forward-looking statements are being made,  these forward-looking statements speak as of the date of this Form 20-F.



The forward-looking statements are not guarantees of future performance and involve risks and uncertainties.  These risks and uncertainties may affect the operation, performance, development and results of our business and could cause future outcomes to differ materially from those set forth in our forward-looking statements.  These statements are based on our current beliefs as to the outcome projected or implied in the forward-looking statements.  Further, some forward-looking statements are based upon assumptions of future events which may not prove to be accurate.  The forward-looking statements involve risks and uncertainties including, but not limited to, the risks and uncertainties referred to in Item 3.D. Risk Factors, and elsewhere within the document, and in other of our filings with the



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Securities and Exchange Commission.



We undertake no obligation to publicly update or revise any forward-looking statements as a result of future developments, events and conditions outside of our control.  New risk factors emerge from time to time and it is not possible for us to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ significantly from those forecast in any forward-looking statements.  Given these risks and uncertainties, investors should not overly rely or attach undue weight to forward-looking statements as an indication of our actual future results.



ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES



Item 6.A - Directors and Senior Management



As of May 31 2006, the name, municipality of residence and the principal occupation of the Directors and Officers of the Company are the following:



|                                                          |                        |                   |                                                                       |                                                    
|--------------------------------------------------------- | ---------------------- | ----------------- | --------------------------------------------------------------------- | ---------------------------------------------------
|Name and municipality of residence of Director or Officer | Position               | Date of Birth     | Principal Occupation                                                  | Term of Office                                     
|Bedo H. Kalpakian*
Richmond, BC, Canada                   | Chairman and Director  | May 14, 1946      | Chairman & CFO of Registrant; President of Bronx Ventures Inc.        | Chairman: 1991 to Present
Director: 1987 to Present
|Jacob H. Kalpakian
Vancouver, BC, Canada                  | President and Director | October 18, 1968  | President & CEO of Registrant;  Vice President of Bronx Ventures Inc. | 1991 to Present                                    
|Gregory T. McFarlane,*
Las Vegas, NV, USA                 | Director               | November 13, 1968 | Advertising Copywriter                                                | 1992 to Present                                    
|Neil Spellman*
Carlsbad, CA, USA                          | Director               | January 24, 1953  | Senior Vice President of DB Financial Management, Inc.                | 2002 to Present                                    
|Penilla Klomp
Richmond, BC, Canada                        | Corporate Secretary    | August 23, 1962   | Corporate Secretary of the Registrant and of Bronx Ventures Inc.      | 2003 to present                                    

*Members of the Audit Committee.



Jacob H. Kalpakian is the nephew of Bedo H. Kalpakian.  All Directors serve for a term of one year until the next annual general meeting or until the date of their resignation, whichever occurs first.



There are no arrangements or understandings whatsoever with major shareholders, customers, suppliers or others pursuant to which any person referred to above was selected as a director or member of senior management.



Item 6.B - Compensation



For the year ended December 31, 2005, Kalpakian Bros. of B.C. Ltd. ("Kalpakian Bros.") was paid $270,000 (December 31, 2004: $180,000) (2003: $180,000).  For the three month period ended March 31, 2006, Kalpakian Bros. of B.C. Ltd. was paid $90,000. (2005:$45,000).   The principals of Kalpakian Bros. are Bedo H. Kalpakian and Jacob H. Kalpakian, both Company directors and officers.  Pursuant to a Management Services Agreement (the "Agreement") effective July 1, 2005, (Exhibit 10.9* - Attached) the remuneration payable to Kalpakian Bros. is $30,000 per month plus GST.  Kalpakian Bros. is also entitled to reimbursement for all traveling and other expenses incurred by it in connection with performing its services.  The term of the Agreement is for five years and the term automatically extends for additional one-year periods on each anniversary date of the Agreement, unless the Company, not less than 180 days prior to any such anniversary, gives written notice to Kalpakian Bros. that it does not wish to further extend the Agreement.  If the Agreement is terminated by the Company other than for just cause, or is terminated by Kalpakian Bros. for good reason, then Kalpakian Bros. is entitled to be paid the annual remuneration for the unexpired term of the Agreement and is also entitled to immediate vesting of all unvested stock options.  Kalpakian Bros. may terminate the Agreement on giving four months notice.





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In addition, one Company officer is entitled to the use of a company-leased automobile and, certain directors of the Company are compensated for automobile expenditures.  Presently there exists no plan regarding Directors' and Officers' pension, retirement or other similar benefits.  Furthermore, there are no amounts set aside or accrued by the Company or its subsidiaries to provide pension, retirement or similar benefits.



The Company does not have any Stock Appreciation Rights Plans and does not have any Long Term Incentive Plans.



Pursuant to indemnity agreements dated April 1, 1993, with Bedo H. Kalpakian, Jacob H. Kalpakian and Gregory T. McFarlane (which have already been filed in previous years as Exhibits to the Form 20F) and indemnity agreements dated July 12, 2002, and May 1, 2003, with Neil Spellman and Penilla Klomp (Exhibit 10.7 - Incorporated by reference) collectively "the Directors and Officers",the Company has agreed to indemnify and save the Directors and Officers,their heirs and personal representatives harmless from and against all costs, charges and expenses arising out of their association with the Company.  These costs, charges and expenses include any amounts paid to settle an action or to satisfy a judgement brought or found against the Directors and Officers and any amounts paid to settle an administrative action or proceeding providing the indemnified party has acted in good faith and in the best interests of the Company.  To date the Company has not made any payments whatsoever under the Indemnity Agreements.



During the twelve month period ended December 31, 2005, and up to and until the date of this report (May 31, 2006) a total of 330,000 incentive stock options were exercised by two Directors and one Officer of the Company for total proceeds to the Company of $52,800.



Incentive stock options held by the Companys Directors and Officers, as of May 31, 2006, are as follows:

|                     |                  |                                      |                                     |                 
|-------------------- | ---------------- | ------------------------------------ | ----------------------------------- | ----------------
|Name                 | Date of Grant    | Securities Under Options Granted (#) | Exercise or Base Price ($/Security) | Expiration Date 
|Bedo H. Kalpakian    | November 3, 2004 | 2,275,000                            | 0.16                                | November 3, 2006
|Jacob H. Kalpakian   | November 3, 2004 | 2,185,000                            | 0.16                                | November 3, 2006
|Gregory T. McFarlane | November 3, 2004 | 75,000                               | 0.16                                | November 3, 2006
|Neil Spellman        | November 3, 2004 | 200,000                              | 0.16                                | November 3, 2006
|Penilla Klomp        | November 3, 2004 | 110,000                              | 0.16                                | November 3, 2006
|                     | Total            | 4,845,000                            |                                     |                 

# One option is required to purchase one common share.



Item 6.C - Board Practices



6.C.1.Directors Terms of Service



Each Director of the Company is elected annually and holds office until the next Annual General Meeting of Shareholders, or until his successor is duly elected, or until his resignation as a Director.  Bedo H. Kalpakian has served as a Director of the Company since 1987.  Jacob H. Kalpakian has served as a Director since 1991.  Gregory T. McFarlane has served as a Director since 1992.  Neil Spellman has served as a Director since 2002.



6.C.2. Details of Directors service contracts with the Company or any of its subsidiaries are as follows:



The Company has paid Kalpakian Bros. of B.C. Ltd. (Kalpakian Bros.) a total remuneration of $270,000 for the year ended December 31, 2005 (2004: $180,000; 2003: $180,000).  The principals of Kalpakian Bros. are Bedo H. Kalpakian and Jacob H. Kalpakian, both Company Directors and Officers.  Pursuant to a Management Services Agreement (the "Agreement") effective July 1, 2005, the remuneration payable to Kalpakian Bros. is $30,000 per month plus GST.  Kalpakian Bros. is also entitled to reimbursement for all traveling and other expenses incurred by it in connection with performing its services.  The term of the Agreement is for five years and the term automatically extends for additional one-year periods on each anniversary date of the Agreement, unless the Company, not less than 180 days prior to any such anniversary, gives written notice to Kalpakian Bros. that it does not wish to further extend the Agreement.  If the Agreement is terminated by the Company other than for just cause, or is terminated by



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Kalpakian Bros. for good reason, then Kalpakian Bros. is entitled to be paid the annual remuneration for the unexpired term of the Agreement and is also entitled to immediate vesting of all unvested stock options.  Kalpakian Bros. may terminate the Agreement on giving four months notice.   (Exhibit 10.9*  Attached).



The Company pays a monthly directors fee of Cdn $700 to the director of Action Poker Gaming Inc.



6.C.3.Details relating to the companys audit committee and remuneration committee



All Directors are elected annually by the Companys shareholders to act as Directors of the Company for a term of one year.  The Companys audit committee is appointed on an annual basis by the Companys Directors.  The Companys present audit committee consists of the following Directors; Bedo H. Kalpakian, Gregory T. McFarlane and Neil Spellman.  The majority of the members of the audit committee must be made up of directors who are not officers of the Company.  The audit committee is also responsible for monitoring compliance to the Companys Code of Ethics (Exhibit 14.1  Incorporated by reference or see Item 16.B herein).



Pursuant to Canadian National Policy (52-110) with respect to Audit Committee Disclosure, the charter of the Companys Audit Committee and other related information required to be disclosed have been disclosed in the Companys Annual Information Circular with respect to the Companys upcoming Annual & Special Shareholders meeting which is scheduled to take place on June 30, 2006.  The Information Circular (Exhibit 20.3  Incorporated by reference) includes the Companys Audit Committee Disclosure under Form 52-110F2.



The Company does not have a remuneration committee or an executive committee largely due to its size.



Item 6.D -Employees



The Companys Canadian Head Office currently employs 39 people (December 31, 2005: 36) consisting of staff and management.  During the year ended December 31, 2005,the Company expanded its work force, and during the year ended December 31, 2005, the Company caused to incorporate a wholly owned subsidiary in Cyprus, APG Enterprises Limited (APG Cyprus) which established an office in Limassol, Cyprus.  Currently, APG Cyprus employs 35 people (December 31, 2005: 30).  In addition, the Company caused to incorporate during the year ended December 31, 2005, APG Enterprises, an Armenian Corporation (APG Armenia).  APG Armenia currently employs 12 people (December 31, 2005: 11) and is providing technical and administrative support to APG Cyprus.



The Companys employees are not represented by a union or other collective bargaining organization and the Company has never experienced a work stoppage by its employees.  The Company believes that its employee relations are good.



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Item 6.E - Share Ownership



The number of common shares without par value beneficially (indirectly or directly) owned by Directors and Officers of the Company as ofMay 31, 2006is as follows:

|                                                        |                           |                                               |           
|------------------------------------------------------- | ------------------------- | --------------------------------------------- | ----------
|Name of Director/Officer and
Municipality of Residence  | Number of Issued Capital  | Percentage of the Total Issued Share Capital*
|Bedo H. Kalpakian, Richmond, British Columbia, Canada   | 269,204
4,748,069.5       | direct(1)
indirect(2)                         | 5.01 %    
|Jacob H. Kalpakian, Vancouver, British Columbia, Canada | 853,577
4,748,069.5
2,540 | direct(1)
indirect(2)
indirect(3)             | 5.60%     
|Gregory T. McFarlane,  Las Vegas, Nevada, USA           | 513                       | direct(1)                                     | 0.0005127%
|Neil Spellman, Carlsbad,
California, USA                | 415,000                   | direct(1)                                     | 0.41%     
|Penilla Klomp, Richmond, British Columbia, Canada       | 36,500                    | direct(1)                                     | 0.0365%   

* Based on 100,041,270issued and outstanding common shares as of May 31, 2006.

(1)

Common shares beneficially owned by Directors and Officers (directly) are based on information furnished to the Company by the Directors and Officers.

(2)

Represents 50% of 9,496,139 common shares beneficially owned by Directors and Officers (indirectly) or over which control or direction is exercised is based on information furnished to the Company by the Directors and Officers and which comprises:- 922,633 common shares which are held by Kalpakian Bros. of B.C. Ltd., a private company of which Bedo H. Kalpakian and Jacob H. Kalpakian are the principal shareholders and  8,573,506 shares which are held by Bronx Ventures Inc., a public company of which Bedo H. Kalpakian and Jacob H. Kalpakian are directors and officers.

(3)

2,540 are held by the directors mother.



6.E.(2) Stock Options for Employees



From time to time, the Company grants incentive stock options to its directors, officers, employees and consultants on terms and conditions acceptable to the TSX Venture Exchange.  The incentive stock options entitle the holders to acquire common shares of the Company from treasury.  The incentive stock options are a means of rewarding future services provided to the Company and are not intended as a substitute for salaries or wages, or as a means of compensation for past services rendered.



At the  Annual & Special General Meeting of the Companys shareholders which was held on June 30, 2005, (Exhibit 20.3  Incorporated by reference) the shareholders approved the Audited Consolidated Financial Statements for the year ended December 31, 2004 and the Auditors report thereon; fixed the number of Directors for the ensuing year at four; elected Bedo H. Kalpakian, Jacob H. Kalpakian, Neil Spellman and Gregory T. McFarlane as Directors of the Company; re-appointed the Companys Auditor, Smythe Ratcliffe, Chartered Accountants, for the ensuing year and authorized the Directors to fix the remuneration to be paid to the Auditor.  The shareholders also approved: (a) the deletion of the pre-existing Company Provisions in the Notice of Articles of the Company and in substitution, the adoption of a new form of Articles for the Company pursuant to The Business Corporations Act (British Columbia) (Exhibit 3.2*  Attached); (b) the increase of the Companys authorized share capital to an unlimited number of common shares and an unlimited number of preferred shares,issuable in series, in each case without nominal or par value; and (c) the amendment to the Companys 2004 Stock Option Plan by increasing the maximum number of common shares which may be reserved for issuance pursuant to the Stock Option Plan to 15,866,936 common shares (the Companys Amended 2004 Stock Option Plan) (Exhibit 10.13* - Attached).



25





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As of May 31, 2006, the following incentive stock options to purchase common shares in the capital of the Company were held by employees and consultants of the Company:

|                   |                 |                         |                            |                   
|------------------ | --------------- | ----------------------- | -------------------------- | ------------------
|Agreement Date     | Optionees       | Number of
Common shares | Exercise price per Share $ | Expiry Date       
|Employees          |                 |                         |                            |                   
|June 9, 2004       | Employees (1)   | 22,500                  | 0.18                       | June 9, 2006      
|June 23, 2004      | Employees (1)   | 20,000                  | 0.19                       | June 23, 2006     
|July 8, 2004       | Employees (1)   | 37,500                  | 0.18                       | July 8, 2006      
|September 15, 2004 | Employees (2)   | 65,000                  | 0.18                       | September 15, 2006
|October 28, 2004   | Employees (2)   | 350,000                 | 0.12                       | October 28, 2006  
|October 28, 2004   | Employees (18)  | 510,000                 | 0.12                       | April 28, 2007    
|November 2, 2004   | Employees (1)   | 100,000                 | 0.16                       | May 2, 2007       
|November 18, 2004  | Employees (1)   | 50,000                  | 0.17                       | May 18, 2007      
|November 22, 2004  | Employees (1)   | 50,000                  | 0.17                       | May 22, 2007      
|December 1, 2004   | Employees (1)   | 50,000                  | 0.20                       | June 1, 2007      
|January 17, 2005   | Employees (3)   | 120,000                 | 0.20                       | January 17, 2007  
|May 16, 2005       | Employees (1)   | 50,000                  | 0.46                       | May 16, 2007      
|July 5, 2005       | Employees (8)   | 430,000                 | 0.46                       | July5, 2007       
|August 2, 2005     | Employees (1)   | 50,000                  | 0.46                       | August 2, 2007    
|September 13, 2005 | Employees (2)   | 100,000                 | 0.38                       | September 13, 2007
|November 3, 2005   | Employees (1)   | 25,000                  | 0.29                       | November 3, 2007  
|December 27, 2005  | Employees (1)   | 50,000                  | 0.38                       | December 27, 2007 
|May 8, 2006        | Employees (1)   | 30,000                  | 0.25                       | May 8, 2008       
|May 15, 2006       | Employees (1)   | 30,000                  | 0.25                       | May 15, 2008      
|                   |                 |                         |                            |                   
|Consultants        |                 |                         |                            |                   
|October 28, 2004   | Consultant (2)  | 950,000                 | 0.12                       | April 28, 2007    
|November 2, 2004   | Consultants (1) | 800,000                 | 0.16                       | May 2, 2007       
|January 17, 2005   | Consultants (2) | 250,000                 | 0.20                       | January 17, 2007  
|February 8, 2005   | Consultants (1) | 128,000                 | 0.25                       | February 8, 2007  
|March 7, 2005      | Consultants (2) | 387,000                 | 0.44                       | March 7, 2007     
|                   |                 |                         |                            |                   
|                   | Total:          | 4,655,000               |                            |                   





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ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS



Item 7.A -Major shareholders



7.A.1. As of May 31, 2006, the following persons or corporations beneficially owned, directly or indirectly, or exercised control over shares carrying more than 5% of the issued and outstanding shares of the Company:

|                                      |                          |                                                           
|------------------------------------- | ------------------------ | ----------------------------------------------------------
|Name of Shareholder and Municipality  | Number of
Issued Capital | Percentage of the       Total Issued        Share Capital*
|CDS & Co., Toronto, Ontario, Canada** | 86,400,554               | 86.36%                                                    
|Bedo Kalpakian and Jacob Kalpakian*** | 10,621,460               | 10.62%                                                    

*

Based on 100,041,270 issued and outstanding common shares as of May 31, 2006.

**

Depository trust which holds shares on behalf of others and the beneficial holders of these shares are not within the knowledge of the Company.

*** Of these shares, 269,204 common shares are held by Bedo H. Kalpakian directly, 853,577 common shares are held by Jacob H. Kalpakian directly, 922,633 common shares are held by Kalpakian Bros. of B.C. Ltd., a private company of which Bedo H. Kalpakian and Jacob H. Kalpakian are the principal shareholders, 2,540 common shares are held by the mother or Jacob H. Kalpakian and 8,573,506 common shares are owned by Bronx Ventures Inc., a public company of which Bedo H. Kalpakian and Jacob H. Kalpakian are directors and officers.



As of May 31, 2005, the following persons or corporations beneficially owned, directly or indirectly, or exercised control over shares carrying more than 5% of the issued and outstanding shares of the Company:

|                                      |                          |                                                           
|------------------------------------- | ------------------------ | ----------------------------------------------------------
|Name of Shareholder and Municipality  | Number of
Issued Capital | Percentage of the       Total Issued        Share Capital*
|CDS & Co., Toronto, Ontario, Canada** | 70,947,462               | 89.43%                                                    

*

Based on 79,334,678 issued and outstanding common shares as of May 31, 2005.

**

Depository trust which holds shares on behalf of others and the beneficial holders of these shares are not within the knowledge of the Company.



7.A.1(b). The following discloses the percentage change in ownership held by any major shareholders during the past 2 (two) years.  The current year is stated above in item 7.A.1.



As of May 31, 2004, the following persons or corporations beneficially owned, directly or indirectly, or exercised control over shares carrying more than 5% of the issued and outstanding shares of the Company:

|                                                                                 |                          |                                                           
|-------------------------------------------------------------------------------- | ------------------------ | ----------------------------------------------------------
|Name of Shareholder and Municipality                                             | Number of
Issued Capital | Percentage of the       Total Issued        Share Capital*
|CDS & Co., Toronto, Ontario, Canada**                                            | 45,788,554               | 80.73%                                                    
|Bronx Ventures Inc. (formerly Lucky 1 Enterprises. Inc.), Vancouver, B.C. Canada | 4,000,000                | 7.05%                                                     

*

Based on 56,714,020 issued and outstanding common shares as of May 31, 2004.

**

Depository trust which holds shares on behalf of others and the beneficial holders of these shares are not within the knowledge of the Company.



7.A.1.(c) All shareholders of the Company have equal voting rights.  Holders of common shares of the Company are entitled to one vote per share at all meetings of shareholders, to receive dividends as and when declared by the Directors, and to receive a pro-rata share of the assets of the Company available for distribution to common shareholders in the event of the liquidation, dissolution or winding up of the Company.  There are no pre-emptive, conversion or surrender rights attached to the common shares of the Company.



7.A.2. As of December 31, 2005, the Company had 92,514,678 issued and outstanding common shares.  The portion of outstanding securities of the Company held in the United States and the number of recorded holders thereof was 4,145,044 and 38 respectively.



7.A.3. To the best of the Companys knowledge, the Company is not controlled directly or indirectly by another corporation or by any foreign government or by any other natural or legal person severally or jointly.



7.A.4. To the best of the Companys knowledge, there are no known arrangements which may at a subsequent date result in a change of control.



27





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Item 7.B -Related Party Transactions



The Company entered into a licensing agreement on November 4, 2002, with Bronx Ventures Inc. (formerly Lucky 1 Enterprises Inc.) [Bronx], a related party, for the joint development of certain on-line gaming software consisting of three card games; Pan, Big 2, and Chinese Poker (the three card games Software)  (Exhibit 10.8  Incorporated by reference)  In respect to this transaction, the Company received the approval of the TSX Venture Exchange on November 21, 2002.  The three card games Software is equally owned by the Company and Bronx.  The Company is the operator of the three card games Software. The Company receives 60% and Bronx receives 40% of all revenues that are generated from the operation of the three card games Software.



The Companys 60% share of revenues from the three card games Software for the year ended December 31 2005 was $727,206 as compared to $438,560 for the year ended December 31, 2004 (2003:$151,425).



The Company has paid to Bronx $484,804 representing 40% of revenues generated from the three card games Software for the year ended December 31, 2005 as compared to $292,372 for the year ended December 31, 2004. (2003:$100,951).



The Companys 60% share of revenues from the three card games software for the three month period ended March 31, 2006 was $219,456 (2005: $153,540; 2004: $56,412).



The Company has paid to Bronx $146,304 representing 40% of revenues generated from the three card games software for the three month period ended March 31, 2006 (2005: $102,360; (2004: $37,608).



Subsequent to the year ended December 31, 2005, the Company and Bronx, determined that it would be in their best interests if Bronx would sell its interest in the three card games Software to the Company.



As Bronx and the Company have certain common directors and senior officers, both companies jointly appointed an independent third party, namely Evans & Evans Inc. of Vancouver, B.C. (E&E), to provide a valuation report and fairness opinion letter in respect to the proposed transaction.  Independent Board Committees for both companies were appointed to deal with all aspects of the proposed transaction.



E&E has completed and presented to both Bronx and LVFH its Fairness Opinion Letter and Valuation Report.



E&Es Fairness Opinion Letter and Valuation Report has concluded that the proposed transaction would be fair, from a financial point of view, to the shareholders of both Bronx and LVFH if:-



1.

Bronxs interest in the three card games Software is valued at $2,400,000; and

2.

LVFH is valued at CDN $33,500,000 or $0.36 per share.



Consequently, Bronx has entered into a Purchase and Novation Agreement with the Company whereby Bronx has agreed to sell all its right, title and interest in and to the three card games Software to the Company for a consideration of 6,670,000 fully paid and non-assessable common shares in the capital of the Company (the Purchase and Novation Agreement).  The Purchase and Novation Agreement is subject to the approval of the TSX Venture Exchange (TSX) and such approval from the TSX was received on April 28, 2006.  The closing of the transaction took place on May 5, 2006 and as a result, Las Vegas purchased Bronxs 50% ownership interest and 40% revenue interest in the three card games Software for a consideration of 6,670,000 fully paid and non-assessable common shares in the capital of Las Vegas at a deemed price of $0.36 per share which are restricted from trading until May 1, 2007.



It is anticipated that this transaction shall provide the Company with an additional revenue stream.



For the year ended December 31, 2005, Kalpakian Bros. of B.C. Ltd. ("Kalpakian Bros.") was paid $270,000 (2004: $180,000; 2003: $180,000).  The principals of Kalpakian Bros. are Bedo H. Kalpakian and Jacob H. Kalpakian, both Company directors and officers.  Pursuant to a Management Services Agreement (the "Agreement") effective July 1, 2005 (Exhibit 10.9* - Attached) the remuneration payable to Kalpakian Bros. is $30,000 per month plus GST.  Kalpakian Bros. is also entitled to reimbursement for all traveling and other expenses incurred by it in connection with performing its services.  The term of the Agreement is for five years and the term automatically extends for additional one-year periods on each anniversary date of the Agreement, unless the Company, not less than 180 days prior to any such anniversary, gives written notice to Kalpakian Bros. that it does not wish to further extend the Agreement.  If the Agreement is terminated by the Company other than for just cause, or is terminated by Kalpakian Bros. for good



28





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reason, then Kalpakian Bros. is entitled to be paid the annual remuneration for the unexpired term of the Agreement and is also entitled to immediate vesting of all unvested stock options.  Kalpakian Bros. may terminate the Agreement on giving four months notice.  For the three month period ended March 31, 2006, Kalpakian Bros. of B.C. Ltd. was paid $90,000 (2005: $45,000; 2004: $45,000).



As of January 1, 2005, the Company and Bronx no longer have any related party transactions with regards to Office expenses, Loans, Benefits and Rent.  Bronx invoices the Company, on a monthly basis, for a portion of salaries paid by Bronx.  The Company invoices Bronx, on a monthly basis, for a portion of the Rent and Office expenses incurred by the Company.



The company shares office premises with Bronx, a related company.  Bronx invoices the Company, on a monthly basis, for a portion of salaries paid by Bronx.  The Company invoices Bronx, on a monthly basis, for a portion of the Rent and Office expenses incurred by the Company.  Due to/from related parties is comprised of:



(i)

rent received from Bronx for shared offices in the amount of $6,000 (2004: $6,032; 2003: $7,090);



(ii)

reimbursed Bronx for payroll in the amount of $205,608 (2004: $185,450; 2003: $155,796);



(iii)

reimbursed Bronx for other office expenses in the amount of $1,455 (2004: $14,139; 2003: $29,629); and



(iv)

interest was charged for funds loaned to the Company by Bronx in the amount of $0 (2004:  $378; 2003: $1,387).



Related party transactions are measured at the exchange amount and comprised of the following:



(v)

interest paid to directors in the amount of $0 (2004: $2,419; 2003: $3,433);



(vi)

management fees paid to a company related by common management and directors in the amount of $270,000 (2004: $180,000; 2003: $180,000);



(vii)

interest income received from Bronx for loans in the amount of $0 (2004: $513; 2003: $1,740); and



(viii)

the Company paid $484,804 (2004: $292,372; 2003: $100,951) to Bronx for its share of revenues generated from its investment in the 3 card games software.



During the year ended December 31, 2004, the Company entered into Non-Brokered Private Placement Financing Agreements with Bronx, a related company.  The Company has issued to Bronx a total of 4,000,000 common shares of the Company at $0.30 and $0.32 per common share for total net proceeds to the Company of $1,225,000.  These shares were restricted from trading until June 20, 2004.



During the year ended December 31, 2004, 2 directors of the Company participated in the Companys Non-Brokered Private Placement financing dated October 25, 2004, by purchasing an aggregate of 300,000 units at $0.10 per unit.  (For details, please see Item 5.b; Liquidity and Capital Resources)



On January 7, 2005, Bronx acquired for investment purposes, 1,250,000 units of the Company at a price of $0.20 per unit.  Each unit consists of one common share and one-half of one warrant.  One whole warrant is required to purchase one common share at $0.25 per share expiring on January 7, 2007.  Subsequent to the year ended December 31, 2005, Bronx exercised 300,000 share purchase warrants at $0.25 per common share to acquire 300,000 common shares of Las Vegas for total proceeds to the Company of $75,000. In the future, Bronx may either increase or decrease its investment in the Company.



LVFH is related to the following companies by common management and/or Directors and/or Officers:



-

Bronx Ventures Inc. (Bronx) [formerly known as Lucky 1 Enterprises Inc.], a public company the shares of which are quoted for trading in the U.S.A. on the OTC Bulletin Board.

-

Kalpakian Bros. of B.C. Ltd., a private company incorporated under the laws of the Province of British Columbia, the principal shareholders of which are Jacob H. Kalpakian and Bedo H. Kalpakian, directors of the Company;

-

Colt Capital Corp, a reporting issuer in the provinces of Alberta and British Columbia, the securities of which are not currently listed on any stock exchange or quotation system.  Colt Capital Corp was incorporated in the Province of Alberta and has been continued into the Province of British Columbia;



29





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-

Mountain Capital Inc. (Mountain) a public company listed on the TSX Venture Exchange of which Jacob H. Kalpakian, and Bedo H. Kalpakian are officers, directors and principal shareholders;

-

Touchdown Capital Inc. (Touchdown) a private company incorporated under the laws of British Columbia, of which Jacob H. Kalpakian, Bedo H. Kalpakian and Neil Spellman are directors and principal shareholders.



Item 7.C.Interests of Experts and counsel



Not Applicable



ITEM 8. FINANCIAL INFORMATION



Item 8.A.Consolidated Statements and Other Financial Information



The Companys Audited Consolidated Financial Statements for the year ended December 31, 2005, 2004 and 2003, are included in Item 17 of this report.



Item 8.A. 7.Legal Proceedings



The Company's corporate legal counsel is Anfield, Sujir, Kennedy & Durno, Barristers and Solicitors, Attn: Michael Kennedy, 1600  609 Granville Street, Vancouver, BC, Canada V7Y 1C5 [telefax number: (604) 669-3877].



During the year ended December 31, 2004, the Company was involved in a lawsuit with an arms length third party (Third Party) for patent infringement.  Even though Management of the Company was of the opinion that the lawsuit was frivolous and of no merit, nevertheless Management decided that it would be more prudent and cost effective to have an amicable out-of-court settlement.  The Company reached an out-of-court settlement, by entering into a License and Settlement Agreement dated February 17, 2005, (the License and Settlement Agreement) (Exhibit 10.1- Incorporated by reference)whereby the Company had agreed to pay to the Third Party a series of royalty payments, not to exceed the sum of US$200,000, which were payable as follows:



(a)

Four equal instalments of US$25,000 until November 2, 2005;,

(b)

Quarterly payments of US$10,000 for every US$1,000,000 of Las Vegas cumulative rake income commencing January 1, 2005, for up to US$5,000,000 of Las Vegas cumulative rake revenues; and,

(c)

A single payment of US$50,000 for the first subsequent US$5,000,000 of Las Vegas cumulative rake revenues after the above mentioned US$5,000,000 would have been reached.



On May 6th, 2005, the Company and the Third Party entered into a Modification to License & Settlement Agreement dated February 17, 2005 (Exhibit 10.2 - Incorporated by reference) whereby the Company paid one final payment of US$90,000 as full and final settlement, and complete release of all the Companys royalty obligations.  As a result, the Company recorded a gain of Cdn $97,382 in its statement of operations and deficit for the year ended December 31, 2005.



The Company is presently not a party to any legal proceeding of any kind.



Dividends



The Company has never paid and does not intend to pay any dividends in the future.



Item 8.B.Significant Changes.



As of December 31, 2005, and up until May 31, 2006, there were no significant changes in the affairs of the Company except for the following:-



Subsequent to the year ended December 31, 2005, the Company and Bronx, a related party, determined that it would be in their best interests if Bronx would sell its interest in the three card games Software to the Company.



As Bronx and the Company have certain common directors and senior officers, both companies jointly appointed an independent third party, namely Evans & Evans Inc. of Vancouver, B.C. (E&E), to provide a valuation report and fairness opinion letter in respect to the proposed transaction.  Independent Board Committees for both companies were appointed to deal with all aspects of the proposed transaction.



30





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E&E has completed and presented to both Bronx and LVFH its Fairness Opinion Letter and Valuation Report.



E&Es Fairness Opinion Letter and Valuation Report has concluded that the proposed transaction would be fair, from a financial point of view, to the shareholders of both Bronx and LVFH if:-



1.

Bronxs interest in the three card games Software is valued at $2,400,000; and

2.

LVFH is valued at CDN $33,500,000 or $0.36 per share.



Consequently, Bronx has entered into a Purchase and Novation Agreement with the Company whereby Bronx has agreed to sell all its right, title and interest in and to the three card games Software to the Company for a consideration of 6,670,000 fully paid and non-assessable common shares in the capital of the Company (the Purchase and Novation Agreement).  The Purchase and Novation Agreement is subject to the approval of the TSX Venture Exchange (TSX) and such approval from the TSX was received on April 28, 2006.  The closing of the transaction took place on May 5, 2006 and as a result, Las Vegas purchased Bronxs 50% ownership interest and 40% revenue interest in the three card games Software for a consideration of 6,670,000 fully paid and non-assessable common shares in the capital of Las Vegas at a deemed price of $0.36 per share which are restricted from trading until May 1, 2007.



It is anticipated that this transaction shall provide the Company with an additional revenue stream.



ITEM 9. THE OFFER AND LISTING



Item 9.A. (4) Listing Details



The common shares of the Company were listed on the Vancouver Stock Exchange, British Columbia, on September 15, 1983.  Effective on November 29, 1999, the Vancouver Stock Exchange became known as the Canadian Venture Exchange (CDNX) as a result of the merger between the Vancouver Stock Exchange and the Alberta Stock Exchange.  During 2002, the CDNX changed its name to the TSX Venture Exchange (referred to as TSX Venture) pursuant to the Toronto Stock Exchanges acquisition of the CDNX.  The following table sets forth the market price (Canadian dollar), range and trading volume of the common shares on the TSX Venture for the periods indicated.  The current trading symbol of the Company's common shares listed on the TSX Venture is "LVH".  The closing market price on May 31, 2006 was Canadian $0.28 per common share on the TSX Venture.



TSX Venture Exchange (TSX Venture)

(formerly known as the Canadian Venture Exchange)

Trading Range (Canadian $)

Five Most Recent Financial YearsHigh $Low $Volume20010.390.1117,349,28420020.200.049,597,55020030.4950.0150,031,23020040.400.0956,935,31220050.830.235130,789,270






31





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TSX Venture Exchange  (Canadian)

|                                |        |       |           
|------------------------------- | ------ | ----- | ----------
|Two Most Recent Financial Years |        |       |           
|Year 2004                       | High $ | Low $ | Volume    
|Jan 1  Mar 31                  | 0.40   | 0.215 | 18,876,729
|Apr 1  Jun 30                  | 0.305  | 0.155 | 10,932,024
|Jul 1  Sep 30                  | 0.22   | 0.09  | 10,138,960
|Oct 1  Dec 31                  | 0.285  | 0.125 | 16,987,599
|Year 2005                       | High $ | Low $ | Volume    
|Jan 1  Mar 31                  | 0.68   | 0.235 | 38,836,100
|Apr 1  Jun 30                  | 0.83   | 0.51  | 48,401,700
|Jul 1  Sep 30                  | 0.63   | 0.36  | 29,229,070
|Oct 1  Dec 31                  | 0.45   | 0.335 | 14,322,400
|Year 2006                       | High $ | Low $ | Volume    
|Jan 1  Mar 31                  | 0.435  | 0.27  | 13,935,850
|Six Most Recent Months          | High $ | Low $ | Volume    
|December 2005                   | 0.42   | 0.335 | 5,181,100 
|January 2006                    | 0.435  | 0.365 | 4,418,590 
|February 2006                   | 0.39   | 0.325 | 4,001,772 
|March 2006                      | 0.375  | 0.27  | 5,515,488 
|April 2006                      | 0.375  | 0.295 | 3,810,569 
|May 2006                        | 0.35   | 0.23  | 11,060,197



Effective July, 1999 the Companys common shares commenced trading in the U.S.A. on the OTC Bulletin Board under the symbol "LVFHF".  The following table sets forth the market price (US$), range and trading volumes of the common shares of the Company on the OTC Bulletin Board for the periods indicated:-



OTC Bulletin Board Trading Range (US $)

|                                 |        |       |          
|-------------------------------- | ------ | ----- | ---------
|Five Most Recent Financial Years | High $ | Low $ | Volume   
|2001                             | 0.25   | 0.06  | 828,000  
|2002                             | 0.15   | 0.02  | 2,224,700
|2003                             | 0.37   | 0.02  | 4,964,163
|2004                             | 0.30   | 0.075 | 2,048,186
|2005                             | 0.685  | 0.17  | 8,986,600



|                                |        |       |          
|------------------------------- | ------ | ----- | ---------
|Two Most Recent Financial Years |        |       |          
|Year 2004                       | High $ | Low $ | Volume   
|Jan 1  Mar 31                  | 0.30   | 0.17  | 1,173,400
|Apr 1  Jun 30                  | 0.23   | 0.11  | 321,100  
|Jul 1  Sep 30                  | 0.18   | 0.075 | 235,486  
|Oct 1  Dec 31                  | 0.44   | 0.10  | 318,200  
|Year 2005                       | High $ | Low $ | Volume   
|Jan 1  Mar 31                  | 0.55   | 0.17  | 4,672,700
|Apr 1  Jun 30                  | 0.685  | 0.42  | 2,160,100
|Jul 1  Sep 30                  | 0.53   | 0.31  | 1,294,300
|Oct 1  Dec 31                  | 0.44   | 0.30  | 859,500  
|Year 2006                       | High $ | Low $ | Volume   
|Jan 1  Mar 31                  |        |       |          
|Six Most Recent Months          | High $ | Low $ | Volume   
|December 2005                   |        |       |          
|January 2006                    | 0.41   | 0.30  | 624,800  
|February 2006                   | 0.33   | 0.265 | 121,043  
|March 2006                      | 0.30   | 0.249 | 143,396  
|April 2006                      | 0.335  | 0.273 | 185,520  
|May 2006                        | 0.30   | 0.21  | 187,195  





32





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Effective September 1, 2000, the Company’s common shares were listed for trading on the Third Market Segment of the Berlin Stock Exchange under the symbol "LVH".  The following table sets forth the market price (Euro €), range and trading volumes of the common shares of the Company on the Berlin Stock Exchange for the periods indicated:-



Berlin Stock Exchange (Third Market Segment)– (Euro€)

|                                |       |       |        
|------------------------------- | ----- | ----- | -------
|Two Most Recent Financial Years |       |       |        
|Year 2004                       | High€ | Low € | Volume 
|Jan 1 – Mar 31                  | 0,24  | 0,13  | 0      
|Apr 1 – Jun 30                  | 0,18  | 0,08  | 0      
|Jul 1 – Sep 30                  | 0,1   | 0,051 | 0      
|Oct 1 – Dec 31                  | 0,15  | 0,069 | 0      
|Year 2005                       | High€ | Low € | Volume 
|Jan 1 – Mar 31                  | 0,36  | 0,11  | 8,000  
|Apr 1 – Jun 30                  | 0,5   | 0,31  | 703,320
|Jul 1 – Sep 30                  | 0,43  | 0,24  | 233,400
|Oct 1 – Dec 31                  | 0,34  | 0,22  | 30,000 
|Year 2006                       | High€ | Low € | Volume 
|Jan 1 – Mar 31                  | 0,27  | 0,19  | 0      
|Six Most Recent Months          | High€ | Low € | Volume 
|December 2005                   | 0,27  | 0,23  | 0      
|January 2006                    | 0,27  | 0,23  | 0      
|February 2006                   | 0,26  | 0,21  | 0      
|March 2006                      | 0,25  | 0,19  | 0      
|April 2006                      | 0,26  | 0,191 | 6,000  
|May 2006                        | 0,221 | 0,148 | 16,800 



Effective February 27, 2006, the Company’s common shares were listed for trading on the Frankfurt Stock Exchange under the symbol "LVH".  The following table sets forth the market price (Euro €), range and trading volumes of the common shares of the Company on the Frankfurt Stock Exchange for the periods indicated:-



Frankfurt Stock Exchange – (Euro€)

|                       |       |       |        
|---------------------- | ----- | ----- | -------
|Six Most Recent Months | High€ | Low € | Volume 
|February 2006          | 0,31  | 0,24  | 27,000 
|March 2006             | 0,192 | 0,28  | 66,500 
|April 2006             | 0,21  | 0,26  | 239,900
|May 2006               | 0,159 | 0,22  | 734,535



Item 9.C. Markets



The common shares of the Company were listed on the Vancouver Stock Exchange, British Columbia, on September 15, 1983.  Effective on November 29, 1999, the Vancouver Stock Exchange became known as the Canadian Venture Exchange (CDNX) as a result of the merger between the Vancouver Stock Exchange and the Alberta Stock Exchange.  During 2002, the CDNX changed its name to the TSX Venture Exchange (referred to as TSX Venture) pursuant to the Toronto Stock Exchanges acquisition of the CDNX.  The current trading symbol for the Companys common shares on the TSX Venture is LVH.



Effective July, 1999 the Companys common shares commenced trading in the U.S.A. on the OTC Bulletin Board under the symbol "LVFHF".



Effective September 1, 2000, the Companys common shares were listed for trading on the Third Market Segment of the Berlin Stock Exchange in Germany.  The trading symbol for the Companys common shares is LVH, and the German Securities Code is WKN 935277, (ISIN Number CA 517 672 1010).



33





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Effective February 27, 2006, the Companys common shares were listed for trading on the Frankfurt Stock Exchange in Germany.  The trading symbol for the Companys common shares is LVH, and the German Securities Code is WKN 935277, (ISIN Number CA 517 672 1010)



ITEM 10. ADDITIONAL INFORMATION



Item 10.A.1.  Share Capital.



The authorized capital of the Company consists of an unlimited number of common and preferred shares without par value of which 100,041,270 common shares are issued and outstanding as ofMay 31, 2006.  There are no preferred shares outstanding.



Holders of common shares of the Company are entitled to one vote per share at all meetings of shareholders, to receive dividends as and when declared by the Directors, and to receive a pro-rata share of the assets of the Company available for distribution to common shareholders in the event of the liquidation, dissolution or winding up of the Company.  There are no pre-emptive, conversion or surrender rights attached to the common shares of the Company.



Capital Stock

Unlimited number of common shares without nominal or par value

Unlimited number of preferred shares without nominal or par value



|                                                              |                      |                         |                                     |                       
|------------------------------------------------------------- | -------------------- | ----------------------- | ----------------------------------- | ----------------------
|Outstanding Share Data                                        | No. of Common Shares | No. of Preferred Shares | Exercise
($) Price per common share | Expiry Dates          
|Issued and Outstanding
as at May 31, 2006                     | **100,041,270        | Nil                     | N/A                                 | N/A                   
|Stock Options                                                 | 9,500,000            | Nil                     | $0.12 to 0.46                       | Jun 9/06 to
Dec 27/07 
|Brokers Warrants                                             | 90,000               | Nil                     | $0.10                               | Oct 31/06             
|Warrants                                                      | *12,582,750          | Nil                     | $0.20 to $1.00                      | Oct 31/06 to
May 13/07
|842,771 Compensation
Warrants to acquire
Units Consisting of: |                      |                         |                                     |                       
|common shares                                                 | 842,771              | Nil                     | $0.65                               | May 13/07             
|share purchase
Warrants                                       | 421,386              | Nil                     | $1.00                               | May 13/07             
|Fully Diluted as at
May 31, 2006                              | 123,478,177          | Nil                     | N/A                                 | N/A                   

*Of which 6,242,750 warrants commenced trading on the TSX Venture Exchange under the trading symbol "LVH.WT effective at the opening on September 14, 2005.  Each warrant entitles the holder to purchase one common share at a price of $1.00 per share and will expire on May 13, 2007.



**Of which6,670,000 common shares have a hold period expiring on May 1, 2007. (see Item 8.B. Significant Changes  Purchase & Novation Agreement)



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Item 10.A.4. Warrants



The following summarizes the warrants that have been granted, exercised, cancelled or expired during the years ended December 31, 2005 and 2004:



|                           |             |         
|-------------------------- | ----------- | --------
|                           |             | Weighted
|                           |             | Average 
|                           | Number      | Exercise
|                           | of Warrants | Price   
|                           |             |         
|Balance, December 31, 2003 | 1,688,000   | $ 0.70  
|Granted                    | 6,645,000   | $ 0.19  
|Expired                    | (1,688,000) | $ 0.70  
|                           |             |         
|Balance, December 31, 2004 |             | $ 0.19  
|Granted                    | 8,742,750   | $ 0.82  
|Exercised                  | (2,430,000) | $ 0.19  
|                           |             |         
|Balance, December 31, 2005 |             | $ 0.59  



At December 31, 2005 and 2004, the following warrants are exercisable and outstanding.  Each warrant entitles the holder to purchase one common share of the Company at the exercise price per common share with the following expiry dates:



|                               |                  |                    |          
|------------------------------ | ---------------- | ------------------ | ---------
|                               | Exercise         | Number of Warrants
|Expiry Date                    | Price            | 2005               | 2004     
|                               |                  |                    |          
|October 31, 2006               | $ 0.20           | 3,775,000          | 4,600,000
|October 31, 2006               | $ 0.10           | 90,000             | 920,000  
|November 8, 2006               | $ 0.20           | 850,000            | 1,125,000
|January 7, 2007                | $ 0.25           | 2,000,000          | 0        
|May 13, 2007                   | $ 1.00           | 6,242,750          | 0        
|                               |                  |                    |          
|Total warrants outstanding and |                  |                    |          
|Exercisable                    | $ 0.10 to $ 1.00 | 12,957,750         |          



The following summarizes warrants that have been issued, exercised or have expired during the three month period ended March 31, 2006.  All of the warrants have been issued in connection with the sale of common shares of the company, unless otherwise stated:



|                            |  |                    |  |                 
|--------------------------- |  | ------------------ |  | ----------------
|Warrants                    |  | Number of Warrants |  | Exercise Price $
|                            |  |                    |  |                 
|Balance beginning of period |  | 12,957,750         |  | 0.10 to 1.00    
|                            |  |                    |  |                 
|Warrants exercised          |  | (300,000)          |  | 0.25            
|Warrants issued             |  | -                  |  | n/a             
|Warrants expired            |  | -                  |  | n/a             
|                            |  |                    |  |                 
|Balance end of period       |  | *12,657,750        |  | 0.10 to 1.00    



*Of which 6,242,750 warrants commenced trading on the TSX Venture Exchange under the trading symbol "LVH.WT effective at the opening on September 14, 2005.  Each warrant entitles the holder to purchase one common share at a price of $1.00 per share and will expire on May 13, 2007.





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All warrants have been issued pursuant to resolutions of the Board of Directors of the Company.



Item 10.A.5. Stock Options



From time to time the Company grants stock options to employees, consultants and directors pursuant to the rules and regulations of the TSX Venture Exchange (TSX Venture).



During 2002, the Company adopted an incentive stock option plan (the 2002 Plan) under which the Company may issue 3,810,349 stock options to acquire common shares in the capital of the Company as an incentive to officers, directors, employees, management company employees and consultants who can contribute to the success of the Company.  The 2002 Plan has received TSX Venture approval.  In addition to the 2002 Plan, the Companys shareholders adopted and approved the Companys 2003 Stock Option Plan (the 2003 Plan) (Exhibit 10.10 - Incorporated by reference) under which the Company may reserve up to 10% of its issued and outstanding capital stock for issuance under the Companys stock option plan on a rolling basis, meaning the 10% limit is calculated from time to time whenever an option is granted and is based on the number of the then issued and outstanding common shares.  The 2003 Plan has received TSX Venture approval.



During 2004, the Companys shareholders adopted and approved the Companys 2004 Stock Option Plan (the 2004 Plan) that replaces the Companys aforementioned 2002 and 2003 Stock Option Plans.  The 2004 Plan, which has received the approval of the TSX, reserved 11,290,154 common shares for issuance representing 20% of the Companys issued and outstanding common shares on April 12, 2004.  At the Annual and Special General Meeting of the Companys shareholders, which was held on June 30, 2005, the shareholders approved the amendment to the Companys 2004 Plan by increasing the maximum number of common shares that may be reserved for issuance pursuant to the Stock Option Plan to 15,866,936 common shares (the Companys Amended 2004 Stock Option Plan) (See Exhibit 10.13* - Attached).  Pursuant to the Companys Amended 2004 Stock Option Plan that has received TSX approval, the Company grants stock options to employees, directors, officers and consultants.  During the year ended December 31, 2005, the Company issued 2,740,500 common shares of the Company to directors, employees and consultants as a result of exercising stock options at prices ranging from $0.12 to $0.20 per common share for total proceeds to the Company of $463,360.



The following summarizes the officer, director, employee and consultant stock options that have been granted, exercised, cancelled and expired during the years ended December 31, 2005 and 2004.  The options vest 25% on grant and thereafter 25% every six months.



|                           |             |                 
|-------------------------- | ----------- | ----------------
|                           | Number      | Weighted Average
|                           | of Options  | Exercise Price  
|                           |             |                 
|Balance, December 31, 2003 |             | $ 0.18          
|Options granted            | 13,310,000  | $ 0.16          
|Options cancelled          | (381,250)   | $ 0.18          
|Options exercised          | (2,375,408) | $ 0.18          
|Options expired            | (2,326,099) | $ 0.19          
|                           |             |                 
|Balance, December 31, 2004 |             | $ 0.16          
|Options granted            | 1,825,000   | $ 0.35          
|Options cancelled          | 0           | N/A             
|Options exercised          | (2,740,500) | $ 0.17          
|Options expired            | (278,500)   | $ 0.21          
|                           |             |                 
|Balance, December 31, 2005 |             | $ 0.19          





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At December 31, 2005 and 2004, the following stock options are outstanding.  The options entitle the holders to purchase the stated number of common shares at the exercise price per common share with the following expiry dates:



|                                |          |                   |          
|------------------------------- | -------- | ----------------- | ---------
|                                | Exercise | Number of Options
|Expiry Date                     | Price    | 2005              | 2004     
|                                |          |                   |          
|February 4, 2005                | $ 0.19   | 0                 | 565,000  
|February 4, 2006                | $ 0.19   | 236,842           | 361,842  
|March 23, 2006                  | $ 0.15   | 0                 | 25,000   
|June 9, 2006                    | $ 0.18   | 171,250           | 246,250  
|June 23, 2006                   | $ 0.13   | 20,000            | 50,000   
|July 7, 2006                    | $ 0.16   | 0                 | 50,000   
|July 8, 2006                    | $ 0.18   | 37,500            | 37,500   
|July 13, 2006                   | $ 0.18   | 0                 | 50,000   
|September 15, 2006              | $ 0.18   | 65,000            | 70,000   
|October 28, 2006                | $ 0.12   | 350,000           | 500,000  
|November 3, 2006                | $ 0.16   | 4,885,000         | 5,200,000
|March 12, 2007                  | $ 0.18   | 0                 | 120,000  
|March 12, 2007                  | $ 0.18   | 0                 | 880,000  
|April 28, 2007                  | $ 0.12   | 1,566,000         | 1,960,000
|May 2, 2007                     | $ 0.16   | 900,000           | 900,000  
|May 18, 2007                    | $ 0.17   | 50,000            | 50,000   
|May 22, 2007                    | $ 0.17   | 50,000            | 50,000   
|June 1, 2007                    | $ 0.20   | 50,000            | 50,000   
|January 17, 2007                | $ 0.20   | 370,000           | 0        
|February 8, 2007                | $ 0.25   | 128,000           | 0        
|March 7, 2007                   | $ 0.44   | 387,000           | 0        
|May 16, 2007                    | $ 0.46   | 50,000            | 0        
|July 5, 2007                    | $ 0.46   | 430,000           | 0        
|August 2, 2007                  | $ 0.46   | 50,000            | 0        
|September 13, 2007              | $ 0.38   | 100,000           | 0        
|November 3, 2007                | $ 0.29   | 25,000            | 0        
|December 27, 2007               | $ 0.38   | 50,000            | 0        
|                                |          |                   |          
|Total stock options outstanding |          |                   |          
|                                |          |                   |          
|Total stock options exercisable |          | 7,220,405         | 2,812,648



The following summarizes the employees, directors, officers and consultants stock options that have been granted, exercised, or have expired during the three month period ended March 31, 2006:



|                            |  |                         |  |                 
|--------------------------- |  | ----------------------- |  | ----------------
|Stock Options               |  | Number of Stock Options |  | Exercise
Price $
|                            |  |                         |  |                 
|Balance beginning of period |  | 9,971,592               |  | 0.12 to 0.46    
|                            |  |                         |  |                 
|Options granted             |  | 0                       |  | n/a             
|Options exercised           |  | (357,592)               |  | 0.12 to 0.19    
|Options expired             |  | (50,000)                |  | 0.19            
|                            |  |                         |  |                 
|Balance end of period       |  | 9,564,000               |  | 0.12 to 0.46    





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Item 10.A.6. History of Share Capital



There are no special voting rights attached to any of the Companys issued and outstanding common shares which were all issued for cash or in the case of Finders Fees, or agents warrants or member sponsorship fees or brokers compensation warrants for services rendered.



CAPITAL STOCK



At the Annual and Special General Meeting of the Companys shareholders, which was held on June 30, 2005, the shareholders approved the deletion of the pre-existing Company Provisions in the Notice of Articles of the Company and, in substitution, the shareholders approved the adoption of a new form of Articles for the Company pursuant to The Business Corporations Act (British Columbia)(Exhibit 3.2*  Attached).  Furthermore, the shareholders approved the increase of the Companys authorized capital stock to an unlimited number of common shares and an unlimited number of preferred shares, issuable in series, in each case without nominal or par value.



Authorized:



Preferred shares without par value  unlimited (none issued)



Common shares without par value  unlimited



The numbers of shares issued are as follows:



|                                   |            |        |            |             |          
|---------------------------------- | ---------- | ------ | ---------- | ----------- | ---------
|                                   | Number     |        |            | Contributed
|Common shares                      | of Shares  | Amount |            | Surplus    
|                                   |            |        |            |             |          
|Balance, December 31, 2002         | 38,103,486 | $      | 12,400,607 | $           | 26,232   
|Exercise of stock options for cash | 1,929,814  |        | 199,785    |             |          
|Reclassification of contributed    |            |        |            |             |          
|surplus on exercise of options     | 0          |        | 175,392    |             | (175,392)
|Private placements                 |            |        |            |             |          
|Net proceeds                       | 11,999,970 |        | 1,569,996  |             | 0        
|Stock-based compensation           | 0          |        | 0          |             | 528,457  
|                                   |            |        |            |             |          
|Balance, December 31, 2003         | 52,033,270 |        | 14,345,780 |             | 379,297  
|Exercise of stock options for cash | 2,375,408  |        | 424,318    |             | 0        
|Reclassification of contributed    |            |        |            |             |          
|surplus on exercise of options     | 0          |        | 251,003    |             | (251,003)
|Private placements                 |            |        |            |             |          
|Net proceeds                       | 15,450,000 |        | 2,278,000  |             |          
|Stock-based compensation           | 0          |        | 0          |             | 2,323,004
|                                   |            |        |            |             |          
|Balance, December 31, 2004         | 69,858,678 |        | 17,299,101 |             | 2,451,298
|Exercise of stock options for cash | 2,740,500  |        | 463,360    |             | 0        
|Exercise of warrants for cash      | 2,430,000  |        | 428,000    |             |          
|Reclassification of contributed    |            |        |            |             |          
|surplus on exercise of options     | 0          |        | 474,343    |             | (474,343)
|Private placements                 |            |        |            |             |          
|Net proceeds                       | 17,485,500 |        | 8,432,031  |             | 0        
|Stock-based compensation           | 0          |        | 0          |             | 329,399  
|                                   |            |        |            |             |          
|Balance, December 31, 2005         | 92,514,678 | $      | 27,096,835 | $           | 2,306,354



Item 10.B. Memorandum and Articles of Association.This information has been reported previously. [Exhibit 3.1 - Incorporated by reference and Exhibit 3.2*  Attached.]



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Item 10.C. Material Contracts



The Company entered into a licensing agreement on November 4, 2002, with Bronx, a related party, for the joint development of certain on-line gaming software consisting of three card games; Pan, Big 2, and Chinese Poker, (the three card games software) (Exhibit 10.8  Incorporated by reference).  In respect to this transaction, the Company received the approval of the TSX Venture Exchange on November 21, 2002.



Subsequent to the year ended December 31, 2005, the Company and Bronx determined that it would be in their best interests if Bronx would sell its interest in the three card games Software to the Company.



Consequently, Bronx has entered into a Purchase and Novation Agreement with the Company whereby Bronx has agreed to sell all its right, title and interest in and to the three card games Software to the Company for a consideration of 6,670,000 fully paid and non-assessable common shares in the capital of the Company (the Purchase and Novation Agreement).  The Purchase and Novation Agreement is subject to the approval of the TSX Venture Exchange (TSX) and such approval from the TSX was received on April 28, 2006.  The closing of the transaction took place on May 5, 2006 and as a result, Las Vegas purchased Bronxs 50% ownership interest and 40% revenue interest in the three card games Software for a consideration of 6,670,000 fully paid and non-assessable common shares in the capital of Las Vegas at a deemed price of $0.36 per share which are restricted from trading until May 1, 2007.



Item 10.D. Exchange Controls



(a)

No governmental laws, decrees or regulations in the Province of British Columbia, Canada, restrict export or import of capital, including, but not limited to, foreign exchange controls, or affect the remittance of dividends, interest or other payments to non-resident holders of the Registrant's securities.



(b)

There are no limitations on the right of non-resident or foreign owners to hold or vote such securities imposed by foreign law or by the charter or other constituent document of the Registrant.



Item 10.E. Taxation



General



The following comments summarize the material Canadian and U.S. Federal Income Tax consequences for a shareholder of the Registrant who is a non-resident of Canada and who is a resident of the United States subject to taxation under the laws of the United States.



The following is based upon the current provisions of the Income Tax Act (Canada) (the "Tax Act") and regulations there under, the U.S. Internal Revenue Code of 1986 (the "Code") and regulations thereunder, the Canada-United States Income Tax Convention, 1980 (the "Convention"), the current administrative policies and practices published by Revenue Canada or by the U.S. Internal Revenue Service and all specific proposals to amend the Tax Act and regulations there under that have been publicly announced by the Minister of Finance (Canada) prior to the date hereof, and judicial decisions, all of which are subject to change.  The following does not take into account the tax laws of the various provinces or territories of Canada or the tax laws of the various state and local jurisdictions of the United States or foreign jurisdictions.



The following does not address consequences peculiar to any holder subject to special provision of Canadian or U.S. income tax law.  Therefore, prospective holders are urged to consult their own tax advisors with respect to the tax consequences of an investment in the common shares of Las Vegas From Home.com Entertainment Inc.



CANADIAN FEDERAL INCOME TAX CONSIDERATIONS



Dividends on Common Stock



Under the Tax Act, a non-resident of Canada is subject to withholding tax at the rate of 25% on dividends from a corporation resident in Canada.  The Convention reduces this rate to 15% for a shareholder resident in the United States.  Withholding tax is further reduced to 5% if the United States resident shareholder is a corporation that beneficially owns at least 10% of the voting stock of the corporation paying the dividend.



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Exemptions from Withholding Tax



The Convention provides exemption from Canadian income tax on dividends paid to religious, scientific, literary, educational or charitable organizations or to an organization constituted and operated exclusively to administer or provide benefits under one or more pension, retirement or employee benefit funds or plans.  To qualify for exemption such organizations must be resident in the United States and be exempt from income tax under the laws of the United States.



Dispositions of Common Stock



The following comments apply only to a shareholder whose Common stock constitutes capital property to him for purposes of the Income Tax Act.



Common stock will generally constitute capital property unless the holder is a trader or dealer in securities or is engaged in a venture in the nature of trade in respect of Common Stock.



Common stock of a resident public corporation will constitute taxable Canadian property of a shareholder at a particular time if at any time in the preceding five (5) years, 25% or more of the issued shares of any class of the capital stock of the Registrant belonged to the non-resident shareholder, persons with whom the non-resident did not deal at arm's length, or to the non-resident shareholder and persons with whom the non-resident shareholder did not deal at arm's length.  A proposed amendment will change the resident public company criteria to shares of resident corporations listed on a prescribed stock exchange.



Under the Tax Act, a non-resident of Canada is subject to Canadian tax on taxable capital gains from dispositions of taxable Canadian property and may deduct allowable capital losses from dispositions of taxable Canadian property.  If the shares are considered taxable Canadian property, the vendor may be required to withhold tax pursuant to section 116 of the Tax Act.



Upon disposal of capital property the amount, if any, by which a taxpayer's proceeds of disposition exceed or are exceeded by the adjusted cost base of the capital property (including expenses of disposition) represent the capital gain (or loss) on disposition of the capital property.  Three-fourths of the gain (the "taxable capital gain") is included in income and taxed at normal rates.  Three-fourths of the loss (the "allowable capital loss") can be deducted from taxable capital gains realized in the same year.  Pursuant to the Federal Budget which was announced on February 28, 2000, the taxable capital gain and allowable capital loss inclusion rate is to be reduced from three-fourths to two-thirds for dispositions after February 27, 2000. On October 18, 2000 the Federal Budget further reduced the inclusion rate from two-thirds to one-half for dispositions after October 17, 2000.  For dispositions of taxable Canadian property any excess of allowable capital losses over taxable capital gains becomes a "net capital loss" which can be carried to other years to reduce taxable capital gains from the disposition of such property.



The Convention gives protection to United States residents from Canadian tax on certain gains derived from the alienation of property.  There is no protection for a gain on a disposition of shares the value of which is derived principally from real property in Canada.  Protection under the Convention will be available as long as the Registrant remains a Canadian public corporation or its shares continue to be listed on a prescribed stock exchange.



Revenue Canada has indicated that it considers the protection of the Convention with respect to capital gains extend to a "deemed disposition" under the Tax Act, including the "deemed disposition" arising upon the death of a taxpayer.



U.S. FEDERAL INCOME TAX CONSIDERATIONS



Las Vegas From Home.com Entertainment Inc. is classified as a Passive Foreign Investment company (PFIC) for U.S. federal income tax purposes since the following conditions have applied for at least one taxable year since 1986:



1)  75% or more of its gross income has been passive;

2)  the average percentage of its assets producing passive income is at least 50%.



The following is intended to be a general description of the U.S. Federal income tax considerations material to a purchase of the common shares and is not intended to be, nor should it be construed to be, legal or tax advice to any prospective holders.  Prospective holders are urged to consult their own tax advisors with respect to the tax consequences of an investment in the common shares of Las Vegas From Home.com Entertainment Inc.





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Since Las Vegas From Home.com Entertainment Inc. has satisfied the PFIC criteria for at least one taxable year since 1986, while a shareholder holds shares in Las Vegas From Home.com Entertainment Inc., it remains a PFIC as to that shareholder even if it no longer meets the income or asset test.  Classification as a PFIC will create U.S. Tax consequences to a U.S. Shareholder that are unique to the PFIC provisions and that are not encountered in other investments.



Generally, a U.S. shareholder will realize ordinary income on the receipt of cash dividends or property distributions from an investment in the shares of a foreign corporation to the extent such dividends are paid out of the foreign company's current accumulated earnings and profits.  To the extent of any withholding taxes, both individual and corporate investors must include such taxes in income and, in turn, claim a foreign tax credit.  Certain corporate investors are also entitled to gross up the underlying foreign corporate income taxes and claim a foreign tax credit.



Thus, under the general rule, no U.S. federal income tax consequences occur until an actual dividend is paid.  Although this general rule can apply in a PFIC investment, there are significant deviations from this general rule and many elections available to a U.S. shareholder that can alter the U.S. federal income tax consequences.  Such consequences will be unique to each U.S. shareholder.



In the absence of any PFIC elections, a U.S. shareholder of a PFIC, will be taxed under the excess distribution method.  Under this method, where a current year dividend exceeds 125% of the average of dividends during the preceding three taxable years, the excess must be allocated rateably to each day in the taxpayer's holding period.



The amount of the excess allocated to the current year and to years when the corporation was not a PFIC is included in the shareholder's gross income for the year of the distribution.  The remainder of the excess is not included in gross income, but the U.S. shareholder must pay a deferred tax amount by allocating the remaining excess to all PFIC years, re-computing the tax for each PFIC year and computing and paying the resultant interest on the recomputed tax for each PFIC year.  As indicated above, foreign tax credit relief is available for withholding taxes for both individual and corporate investors.  Relief for underlying corporate tax is only available for certain corporate investors.



Under the excess distribution method, gain on the disposition of PFIC shares results in the same allocation process; gross income inclusion; tax re-computation; and interest charge as an excess distribution.



In lieu of the excess distribution method, a U.S. shareholder may elect to treat a PFIC as a Qualified Electing Fund ("QEF") and be taxed under the QEF method.  If that election is made, the U.S. shareholder will be taxed currently on its pro-rata share of the earnings of the QEF.  The current income inclusion eliminates the interest charge under the excess distribution method.  Thus, unlike the excess distribution method that requires the receipt of cash from an actual dividend or sale, the QEF method invokes taxation without the receipt of cash.



A shareholder that makes a QEF election may, or may not, remain subject to tax under the excess distribution method.  If the U.S. shareholder makes the QEF election for the foreign corporation's first tax year as a PFIC that is included in the shareholder's holding period, the excess distribution will not apply to the shareholder.  Thus, this type of shareholder will include its pro-rata share of PFIC earnings as a dividend, claim the appropriate foreign tax credit, and not face any interest charge.



If the shareholder makes the QEF election at a later time, in the absence of any other PFIC election, current taxation under the QEF method will apply prospectively.  However, the excess distribution method continues to apply prior to the effective date of the QEF election.



If the shareholder makes the QEF election at a later time, the shareholder has an additional option to make a purging election.  If a purging election is made, the PFIC stock would be treated as if it were sold and the gain treated as an excess distribution requiring:  a gross income inclusion; allocation to PFIC years in the shareholder's holding period, a tax recomputation for PFIC years in the shareholder's holding period; and an interest charge payment.  As a result of the purging election, thereafter the excess distribution method would not apply to that shareholder.



Under the QEF method, the U.S. shareholder has another option.  In lieu of paying the tax on its pro-rata share of PFIC earnings, the U.S. shareholder in a QEF on the last day of the QEF's tax year may elect to extend the time for payment of any of its undistributed PFIC earnings tax liability for the tax year.  If the election is made, the election is treated as an extension of time to pay tax and, thus, the U.S. shareholder is liable for interest.



In lieu of any of the above-described methods, since Las Vegas From Home.com Entertainment Inc. is regularly traded on a national securities exchange, U.S. shareholders may wish to make an election to mark to market.



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A U.S. shareholder of a PFIC may make a mark to market election for marketable PFIC stock.  If the election is made, the shareholder includes in income each year an amount equal to the excess, if any, of the fair market value of the PFIC stock as of the close of the tax year over the shareholder's adjusted basis in the stock.  Decreases in market value are allowed as deductions, within certain prescribed limits.



Generally, under the mark to market election, the general PFIC rules under the excess distribution method and QEF method do not apply.  However, if the mark to market election is made after a U.S. shareholder has maintained its investment, there are provisions that ensure that the interest charge on amounts attributable to periods before the election is not avoided.



PERSONS CONSIDERING THE PURCHASE OF COMMON SHARES OF THE COMPANY SHOULD CONSULT THEIR TAX ADVISORS WITH REGARD TO THE APPLICATION OF CANADIAN, U.S. AND OTHER TAX LAWS TO THEIR PARTICULAR SITUATION.



Item 10. F. Dividends and Paying Agents



Not Applicable.



Item 10. G. Statement by Experts



Not Applicable



Item 10. H. Documents on Display



We have filed this Annual Report on Form 20-F with the Securities and Exchange Commission under the Securities Exchange Act of 1934, Statements made in this annual report as to the contents of any contract, agreement or other document referred to are not necessarily complete.  With respect to each such contract, agreement or other document filed as an exhibit to this annual report, reference is made to the exhibit for a more complete description of the matter involved, and each such statement shall be deemed qualified in its entirety by such reference.



We are subject to the informational requirements of the Securities Exchange Act and file reports and other information with the Securities and Exchange Commission.  Reports and other information which we file with the Securities and Exchange Commission, including this Annual Report on Form 20-F, may be inspected at the public reference facilities of the Securities and Exchange Commission at: 450 Fifth Street N.W., Room 1024, Washington, D.C. 20549.  Additionally, copies of this material may also be obtained from the Securities and Exchange Commissions Internet Site at http:/www.sec.gov.  The Commissions telephone number is 1-800-SEC-0330.



Item 10. I   Subsidiary Information



Not Applicable.



ITEM 11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Financial Instruments



(i)

Fair value



The carrying value of cash and term deposits, accounts receivable, accounts payable and accrued liabilities, amounts due to and from related parties and obligation under capital lease approximate their fair value because of the short maturity of these financial instruments.



(ii)

Interest rate risk



The Company is not exposed to significant interest rate risk due to the short-term maturity of its monetary current assets and liabilities.



42





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(iii)

Credit risk



The Company is exposed to credit risk with respect to its accounts receivable, however, risks on accounts receivable is minimal as receivables are from major internet payment processors.



(iv)

Foreign currencies



The Company considers the Canadian dollar to be its functional currency and translates the results of foreign operations into Canadian currency using approximately the average exchange rate for the year.  The exchange rate may vary from time to time.  This risk is minimized to the extent that all non-Canadian source revenues and expenses are in US dollars.



(v)

Market risk



The Company is exposed to market risk with respect to its investment in marketable securities from adverse fluctuations in their market value and in the event the marketable securities are delisted from public trading.



ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES



Not Applicable



ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES



The Company is not in default in the payment of principal, interest, sinking fund instalment or any other default with respect to any indebtedness of the Company.



ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS



There have been no changes in the constituent instruments defining the rights of holders of common stock and no issuance of any other securities that has modified the rights of holders of common stock.



Use of Proceeds from Offering



Not Applicable



ITEM 15. CONTROLS AND PROCEDURES



II.

Evaluation of internal controls



(a)

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.  The Companys Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the Companys disclosure controls and procedures [(as defined in Rules 13a-14(c) and 15d -14(c) under the Securities Exchange Act of 1934 (Exchange Act)] as of the end of the period covered by this Annual Report on Form 20-F.  Under the supervision and with the participations of our management, including the Chief Executive Officer and the Chief Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report.  Based on that evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that, except as discussed below, these disclosure controls and procedures are effective to provide reasonable assurance that information required to be disclosed by us in reports that we file under the Securities and Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in Securities and Exchange Commission rules and forms.  It should be noted that in designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.  We have designed our disclosure controls and procedures to reach a level of reasonable assurance of achieving desired control objectives and, based on the evaluation described below, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were effective at reaching that level of reasonable assurance, except as discussed below.





43





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In connection with the audit of our consolidated financial statements for the fiscal year ended December 31, 2005, our independent auditors informed us that they had discovered deficiencies in our internal control that in the aggregate constitute material weaknesses under standards established by the Public Company Accounting Oversight Board.  These deficiencies include lack of active collaboration and communication between the employees outside the accounting department whose work has an impact on the financial information and the accounting department and lack of timely reconciliations of various accounts.



Certain of these internal control weaknesses may also constitute deficiencies in the Companys disclosure controls.  We have performed substantial additional procedures designed to ensure that these internal control deficiencies do not lead to material misstatements in our consolidated financial statements and to enable the completion of the independent auditors audit of our consolidated financial statements, notwithstanding the presence of such internal controls weaknesses.  We have initiated corrective actions to address these internal control deficiencies, and will continue to evaluate the effectiveness of our disclosure controls and procedures on an ongoing basis, taking corrective actions as appropriate.



(b)

CHANGES IN INTERNAL CONTROLS.  Please see Item 15 II (a) Evaluation of internal controls.



(Exhibits 31.1* and 31.2*- Attached)



ITEM 16. AUDIT COMMITTEE, CODE OF ETHICS, ACCOUNTANT FEES



16.A. Audit Committee Financial Expert



The financial experience of Bedo H. Kalpakian, including his experience serving as Chief Financial Officer of another public company and a private company, and his experience in actively supervising principal financial officers, principal accounting officers, accountants, controllers and auditors determines that he is an audit committee financial expert within the meaning of the U.S. Sarbanes-Oxley Act of 2002.  (See Item 6.C.3. in this report for further details on the Audit Committee.)



16.B. Code of Ethics



On May 31, 2004, the Companys Board of Directors adopted a Code of Ethics (the Code) for the Companys Chief Executive Officer and Chief Financial Officer and its principal accounting officer or controller, or persons performing similar function (the Senior Financial Officers) to deter wrongdoing and promote honest and ethical conduct in the practice of financial management, full, fair, accurate, timely and understandable disclosure; and compliance with all applicable laws and regulations.  These Senior Financial Officers are expected to abide by this Code as well as by all of the Companys other applicable business policies, standards and guidelines. (Exhibit 14.1  Incorporated by reference)



The Code of Ethics can be accessed electronically at http://www.LVFH.com .



Item 16.C. Auditors Fees & Services



The aggregate fees charged to the Company by the external auditor in each of the last two fiscal years is as follows:



|                                                  |           |           
|------------------------------------------------- | --------- | ----------
|                                                  | FYE 2004  | FYE 2005  
|Audit fees for the year ended                     | $31,500   | $92,000   
|Audit related fees                                | $5,317    | $1,861    
|Estimate of Audit related fees yet to be incurred | $0        | $1,800(1) 
|Tax fees                                          | $1,400(2) | $2,000(2) 
|All other fees (non-tax)                          | Nil       | $13,400(3)
|Total Fees:                                       | $38,217   | $111,061  

(1)

This is an estimate for the US Auditors review of the Company's Annual Report on Form 20F.

(2)

These fees are for preparation and filing of the Company's tax return.

(3)

These fees are for the review of 2005 quarterly filings, compilation of forecasts,and research related to Scientific Research and Experimental Development (SR&ED) qualifications



The Audit Committees pre-approval policies and procedures: The Audit Committee has adopted procedures to pre-approve audit services and all non-audit services to be rendered by the Companys external auditors. The Chairman of the Audit Committee has been delegated authority to pre-approve audit services up to a maximum cost of $25,000 and



44





---

individual non-audit services up to a maximum cost of $10,000 per assignment.  All non-audit services that cost more than $10,000 per assignment must be pre-approved by the Audit Committee.  All amounts which exceed the authorized amounts require further approval from the Audit Committee.



ITEM 17.  FINANCIAL STATEMENTS



The Companys Consolidated Audited Financial Statements for the year ended December 31, 2005 and 2004 together with the report of the auditors, Smythe Ratcliffe, Chartered Accountants, are filed as part of this annual report.  The Company's consolidated audited financial statements are stated in Canadian dollars (Cdn$) and are prepared in accordance with Canadian generally accepted accounting principles.



Report of Independent Registered Public Accounting Firm

page 49



Comment by Independent Auditors for United States Readers

on Canada/United States Reporting Conflict

page 49



Consolidated Balance Sheets as at December 31, 2005 and December 31, 2004

page 50



Consolidated Statements of Operations and Deficit for the years ended

December 31, 2005, 2004 and 2003

page 51



Consolidated Statements of Cash Flows for the years ended

December 31, 2005, 2004 and 2003

page 52



Notes to the Consolidated Financial Statements

pages 53-75



All schedules are omitted because they are not applicable or the required information is shown in the financial statements or notes thereto.



ITEM 18. FINANCIAL STATEMENTS



The Companys Consolidated Audited Financial Statements and schedules which are required to be filed hereunder are listed in Item 17 and are specifically incorporated by this reference.  The Companys financial statements are stated in Canadian dollars (Cdn $) and are prepared in accordance with Canadian generally accepted accounting principles.



ITEM 19. EXHIBITS



1.1

Agency Agreement with Wellington West Capital Markets for a Private Placement Financing  April 21, 2005 [Incorporated by reference]; http://www.sec.gov/Archives/edgar/data/1061612/000094523405000486/o17221exv1w1.htm



3.1

Articles and Memorandum -

[Incorporated by reference - previously filed Form 20-F/A, (March 8, 1999)]

3.2*

New British Columbia Corporations Act Articles adopted at the AGM June 30 2005 (Attached)



10.1

License and Settlement Agreement dated February 17, 2005 [Incorporated by reference];http://www.sec.gov/Archives/edgar/data/1061612/000094523405000486/o17221exv10w1.htm

10.2

Modification to License and Settlement Agreement dated February 17, 2005 dated May 6th, 2005 [Incorporated by reference]; http://www.sec.gov/Archives/edgar/data/1061612/000094523405000486/o17221exv10w2.htm

10.3

Loan Agreement dated June 15, 2004 with International Interactive Ventures [Incorporated by reference]; http://www.sec.gov/Archives/edgar/data/1061612/000094523405000486/o17221exv10w3.htm

10.4

Letter Agreement dated February April 15, 2005 [Incorporated by reference]; http://www.sec.gov/Archives/edgar/data/1061612/000094523405000486/o17221exv10w4.htm

10.5

Net Revenue Sharing Agreement 

[Incorporated by reference  previously filed Form 20F/A (2003)]; http://www.sec.gov/Archives/edgar/data/1061612/000113717104000926/shareagreement.htm

10.6

Purchase/Sale Agreement for the Termination of the Net Revenue Sharing Agreement  (Purchase Back Agreement) [Incorporated by reference  previously filed Form 20F/A (2003)]; http://www.sec.gov/Archives/edgar/data/1061612/000113717104000926/purchaseagreement.htm



45





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10.7

Indemnity Agreements with two Directors and an Officer -

[Incorporated by reference  previously filed on Form 20-F/A (2002)] http://www.sec.gov/Archives/edgar/data/1061612/000113717103000251/lvfh20fa2002.htm

10.8

Licensing Agreement Dated November 4, 2002 with Bronx Ventures Inc. 

[Incorporated by reference -previously filed on Form 20-F/A (2002)] http://www.sec.gov/Archives/edgar/data/1061612/000113717103000251/lvfh20fa2002.htm

10.9*

Management Services Agreement  July 1, 2005  - (Attached)

10.10

2003 Stock Option Plan - [Incorporated by reference  previously filed Form 20F/A (2003)];http://www.sec.gov/Archives/edgar/data/1061612/000113717104000926/incentivestockoptionplan.htm

10.11

2004 Stock Option Plan  [Incorporated by reference  previously filed Form 20F/A (2003)];http://www.sec.gov/Archives/edgar/data/1061612/000113717104000926/stockoptionplan.htm

10.12*

Purchase and Novation Agreement (Attached)

10.13*

2004 Amended Stock Option Plan  (Attached)



11.*

Statement explaining in reasonable detail how earnings/loss per share is calculated



14.1

Code of Ethics (May 31, 2004)  [Incorporated by reference  previously filed Form 20F/A (2003)]; http://www.sec.gov/Archives/edgar/data/1061612/000113717104000926/codeofethics.htm



20.3

The Information Circular & Management Proxy Material, 2006  [Incorporated by reference  previously filed on Form 6K  May, 2006) http://www.sec.gov/Archives/edgar/data/1061612/000130901406000411/0001309014-06-000411-index.htm



21.*

List of the Companys subsidiaries



31.1*

Sarbanes Oxley Act, S302 Certified by Bedo H.
Kalpakian, Chairman & CFO

31.2*

Sarbanes Oxley Act, S302- Certified by Jacob H.
Kalpakian, President & CEO



32.1*

Sarbanes Oxley Act S906 Certifications by Jacob H.
Kalpakian, President & CEO and Bedo H. Kalpakian, Chairman & CFO



99.1*

Schedule I - Amounts Receivable (Payable) from Related Parties
and Underwriters, Promoters and Employees other than Related Parties



99.2*

Schedules II & III  Property,Equipment and Software Development and Accumulated Depreciation, Depletion and Amortization of Property, Equipment and Software Development



99.3*

Schedule IV  Marketable Securities



* Filed herewith (Attached)



46





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SIGNATURE





Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.









LAS VEGAS FROM HOME.COM ENTERTANMENT INC.





Bedo H. Kalpakian



_______________________________

Bedo H. Kalpakian

Chairman







Dated this 31st day of May, 2006



47





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LAS VEGAS FROM HOME.COM

ENTERTAINMENT INC.



Consolidated Financial Statements

December 31, 2005 and 2004













Index

Page



Report of Independent Registered Public Accounting Firm

49



Consolidated Financial Statements



Consolidated Balance Sheets

50



Consolidated Statements of Operations and Deficit

51



Consolidated Statements of Cash Flows

52



Notes to Consolidated Financial Statements

53-75





48





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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



TO THE SHAREHOLDERS OF LAS VEGAS FROM HOME.COM ENTERTAINMENT INC.



We have audited the consolidated balance sheets of Las Vegas from Home.com Entertainment Inc. as at December 31, 2005 and 2004 and the consolidated statements of operations and deficit and cash flows for the years ended December 31, 2005, 2004 and 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with Canadian generally accepted auditing standards and the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform an audit to obtain reasonable assurance whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.



In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the Company as at December 31, 2005 and 2004 and the results of its operations and its cash flows for each of the years ended December 31, 2005, 2004 and 2003 in accordance with Canadian generally accepted accounting principles.





Smythe Ratcliffe (signed)



Chartered Accountants

Vancouver, Canada

March 17, 2006



COMMENTS BY AUDITORS FOR US READERS ON CANADA-US REPORTING DIFFERENCES



In the United States, reporting standards of the Public Company Accounting Oversight Board for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by conditions and events that cast substantial doubt on the Companys ability to continue as a going-concern, such as those described in note 1 to the financial statements. Our report to the shareholders dated March 17, 2006 is expressed in accordance with Canadian reporting standards, which do not permit a reference to such events and conditions in the auditors report when these are adequately disclosed in the financial statements.



Smythe Ratcliffe (signed)



Chartered Accountants

Vancouver, Canada

March 17, 2006



49





---

LAS VEGAS FROM HOME.COM ENTERTAINMENT INC.

Consolidated Balance Sheets (note 1)

December 31

(Canadian Dollars)



|                                                            |   |              |   |             
|----------------------------------------------------------- | - | ------------ | - | ------------
|                                                            |   | 2005         |   | 2004        
|Assets                                                      |   |              |   |             
|                                                            |   |              |   |             
|Current                                                     |   |              |   |             
|Cash and term deposits                                      | $ | 8,408,620    | $ | 0           
|Marketable securities (note 6)                              |   | 379,236      |   | 383         
|Accounts receivable (note 7)                                |   | 1,801,274    |   | 1,198,731   
|Due from related parties (note 13(a))                       |   | 4,740        |   | 376,087     
|Prepaids and security deposits                              |   | 27,499       |   | 102,899     
|                                                            |   |              |   |             
|Equipment and Software Development (note 8)                 |   | 2,198,239    |   | 904,747     
|                                                            |   |              |   |             
|Total Assets                                                | $ | 12,819,608   | $ | 2,682,847   
|                                                            |   |              |   |             
|Liabilities                                                 |   |              |   |             
|                                                            |   |              |   |             
|Current                                                     |   |              |   |             
|Cheques issued in excess of funds on deposit                | $ | 0            | $ | 20,717      
|Customer deposits, accounts payable and accrued liabilities |   |              |   |             
|(note 9)                                                    |   | 2,111,066    |   | 1,361,239   
|Other obligations (note 10)                                 |   | 0            |   | 516,008     
|Obligation under capital lease (note 11)                    |   | 20,268       |   | 19,904      
|Due to related parties (note 13(b))                         |   | 60,929       |   | 8,525       
|                                                            |   |              |   |             
|Obligation Under Capital Lease (note 11)                    |   | 2,550        |   | 23,190      
|                                                            |   |              |   |             
|Total Liabilities                                           |   | 2,194,813    |   | 1,949,583   
|                                                            |   |              |   |             
|Stockholders' Equity                                        |   |              |   |             
|Capital Stock (note 12)                                     |   | 27,096,835   |   | 17,299,101  
|Subscription Received (note 12)                             |   | 0            |   | 750,000     
|Contributed Surplus (note 12)                               |   | 2,306,354    |   | 2,451,298   
|Deficit                                                     |   | (18,778,394) |   | (19,867,135)
|                                                            |   |              |   |             
|                                                            |   | 10,624,795   |   | 633,264     
|                                                            |   |              |   |             
|Total Liabilities and Stockholders' Equity                  | $ | 12,819,608   | $ | 2,582,847   



Commitments and Subsequent Events (notes 16 and 18)





|                              |                          
|----------------------------- | -------------------------
|Bedo H, Kalpakian           | Neil Spellman          
|___________________  Director | _______________  Director
|Bedo H. Kalpakian             | Neil Spellman            



50

See notes to consolidated financial statements.



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LAS VEGAS FROM HOME.COM ENTERTAINMENT INC.

Consolidated Statements of Operations and Deficit

Years Ended December 31

(Canadian Dollars)



|                                               |   |              |   |              |   |             
|---------------------------------------------- | - | ------------ | - | ------------ | - | ------------
|                                               |   | 2005         |   | 2004         |   | 2003        
|                                               |   |              |   |              |   | (note 4(f)) 
|                                               |   |              |   |              |   |             
|Revenues                                       | $ | 11,578,978   | $ | 1,980,918    | $ | 490,764     
|Interest Income                                |   | 142,340      |   | 3,046        |   | 1,997       
|                                               |   | 11,721,318   |   | 1,983,964    |   | 492,761     
|Expenses                                       |   |              |   |              |   |             
|Advertising and promotion                      |   | 5,229,260    |   | 1,236,938    |   | 771,813     
|Salaries and benefits                          |   | 1,935,268    |   | 2,292,755    |   | 1,344,223   
|Transaction fees                               |   | 814,964      |   | 0            |   | 0           
|Rent                                           |   | 362,410      |   | 289,269      |   | 255,702     
|Consulting and professional fees               |   | 340,641      |   | 991,950      |   | 227,138     
|Travel, meals and entertainment                |   | 339,973      |   | 172,233      |   | 163,834     
|Office                                         |   | 325,339      |   | 126,891      |   | 83,323      
|Management fees (note 13(c))                   |   | 270,000      |   | 180,000      |   | 180,000     
|Bank charges, interest and foreign exchange    |   |              |   |              |   |             
|(recovery)                                     |   | 172,915      |   | (17,840)     |   | 34,278      
|Legal, accounting and audit                    |   | 151,199      |   | 78,661       |   | 133,947     
|Telephone                                      |   | 54,491       |   | 24,863       |   | 27,704      
|Donations                                      |   | 51,500       |   | 0            |   | 0           
|License fees                                   |   | 46,527       |   | 13,033       |   | 26,755      
|Regulatory and transfer agent fees             |   | 38,822       |   | 10,357       |   | 6,891       
|Commission fees                                |   | 28,952       |   | 0            |   | 0           
|Shareholder communication                      |   | 17,116       |   | 9,424        |   | 11,150      
|Technical consulting                           |   | 0            |   | 2,600        |   | 59,701      
|Amortization                                   |   | 382,655      |   | 168,108      |   | 71,677      
|                                               |   | 10,562,032   |   | 5,579,242    |   | 3,398,136   
|Income (Loss) Before Other Items               |   | 1,159,286    |   | (3,595,278)  |   | (2,905,375) 
|Other Items                                    |   |              |   |              |   |             
|Gain on sale of equipment                      |   | 0            |   | 0            |   | 435         
|Write-down of marketable securities            |   | (167,927)    |   | (39,301)     |   | 0           
|Gain (loss) on sale of investments             |   | 0            |   | (42,011)     |   | 6,502       
|Gain (loss) on settlement of lawsuit (note 10) |   | 97,382       |   | (240,400)    |   | 0           
|Purchase of net revenue sharing (note 14)      |   | 0            |   | (1,429,522)  |   | 889,663     
|                                               |   | (70,545)     |   | (1,751,234)  |   | 896,600     
|Net Income (Loss) for Year                     |   | 1,088,741    |   | (5,346,512)  |   | (2,008,775) 
|Deficit, Beginning of Year(note 4(f))          |   | (19,867,135) |   | (14,520,623) |   | (12,511,848)
|                                               |   |              |   |              |   |             
|Deficit, End of Year                           | $ | (18,778,394) | $ | (19,867,135) | $ | (14,520,623)
|                                               |   |              |   |              |   |             
|Basic Net Earnings (Loss) Per Common Share     |   | $ 0.01       |   | $ (0.09)     |   | $ (0.05)    
|Diluted Earnings Per Share                     |   | $ 0.01       |   | N/A          |   | N/A         
|                                               |   |              |   |              |   |             
|Weighted Average Number of Common Shares       |   |              |   |              |   |             
|Outstanding  Basic (note 12)                  |   | 84,337,774   |   | 58,428,307   |   | 42,579,518  



51

See notes to consolidated financial statements.



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LAS VEGAS FROM HOME.COM ENTERTAINMENT INC.

Consolidated Statements of Cash Flows

Years Ended December 31

(Canadian Dollars)



|                                                 |   |             |   |             |   |            
|------------------------------------------------ | - | ----------- | - | ----------- | - | -----------
|                                                 |   | 2005        |   | 2004        |   | 2003       
|Operating Activities                             |   |             |   |             |   |            
|Net income (loss)                                | $ | 1,088,741   | $ | (5,346,512) | $ | (2,008,775)
|Items not involving cash                         |   |             |   |             |   |            
|Amortization                                     |   | 382,655     |   | 168,108     |   | 71,677     
|Capitalization of deferred amortization          |   |             |   |             |   |            
|on software development                          |   | 7,677       |   | 11,977      |   | 0          
|Stock-based compensation                         |   | 329,399     |   | 2,323,004   |   | 528,457    
|Gain (loss) on sale of equipment and investments |   | 0           |   | 42,011      |   | (6,937)    
|Write-down of marketable securities              |   | 167,927     |   | 39,301      |   | 0          
|License fee from settlement                      |   | 0           |   | 240,400     |   | 0          
|Gain (loss) on settlement of lawsuit             |   | (97,382)    |   | 0           |   | 0          
|Operating Cash Flow                              |   | 1,879,017   |   | (2,521,711) |   | (1,415,578)
|Changes in Non-Cash Working Capital              |   |             |   |             |   |            
|Accounts receivable                              |   | (602,543)   |   | (1,024,338) |   | (85,282)   
|Prepaids and security deposits                   |   | 75,400      |   | (17,858)    |   | (80,446)   
|Due from related party                           |   | 371,347     |   | (230,515)   |   | (140,832)  
|Customer deposits, accounts payable and          |   |             |   |             |   |            
|accrued liabilities                              |   | 847,209     |   | 955,631     |   | 77,518     
|Due to related parties                           |   | 52,404      |   | 544         |   | (94,138)   
|                                                 |   | 743,817     |   | (316,536)   |   | (323,180)  
|Cash Provided by (Used in) Operating             |   |             |   |             |   |            
|Activities                                       |   | 2,622,834   |   | (2,838,247) |   | (1,738,758)
|Financing Activities                             |   |             |   |             |   |            
|Common shares issued, net of issue costs         |   | 8,573,391   |   | 2,702,318   |   | 1,769,781  
|Subscriptions received                           |   | 0           |   | 750,000     |   | 0          
|Other obligations                                |   | (516,008)   |   | 275,608     |   | 0          
|Capital lease payments                           |   | (20,276)    |   | (14,282)    |   | (8,403)    
|Cash Provided by Financing Activities            |   | 8,037,107   |   | 3,713,644   |   | 1,761,378  
|Investing Activities                             |   |             |   |             |   |            
|Proceeds on sale of marketable securities        |   | 0           |   | 173,839     |   | 30,864     
|Purchase of marketable securities                |   | (546,780)   |   | (238,160)   |   | (34,553)   
|Purchase of equipment                            |   | (704,245)   |   | (168,514)   |   | (41,525)   
|Additions to software development                |   | (979,579)   |   | (659,979)   |   | 0          
|Cash Used in Investing Activities                |   | (2,230,604) |   | (892,814)   |   | (45,214)   
|Inflow (Outflow) of Cash                         |   | 8,429,337   |   | (17,417)    |   | (22,594)   
|Cash and Term Deposits (Cheques Issued in        |   |             |   |             |   |            
|Excess of Funds on Deposit), Beginning of        |   |             |   |             |   |            
|Year                                             |   | (20,717)    |   | (3,300)     |   | 19,294     
|Cash and Term Deposits (Cheques Issued in        |   |             |   |             |   |            
|Excess of Funds on Deposit), End of Year         | $ | 8,408,620   | $ | (20,717)    | $ | (3,300)    
|Supplementary Information                        |   |             |   |             |   |            
|Interest paid                                    | $ | 6,864       | $ | 34,545      | $ | 21,496     



52

See notes to consolidated financial statements.



---

1.

NATURE OF OPERATIONS AND GOING-CONCERN



These financial statements have been prepared on the basis of accounting principles applicable to a "going-concern", which assumes the Company will continue to be in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations.



The Company and its wholly-owned Antiguan subsidiary, Action Poker Gaming Inc. (Action), are in the business of developing and marketing software for online multiplayer interactive card games.



During 2002, Action moved its operations from its location in Antigua to the facilities of Mohawk Internet Technologies Inc. ("Mohawk"), which acts as its hosting facility for its servers, located on the Kahnawake Mohawk Reserve ("Kahnawake") in Canada.



Kahnawake has reserve status in Canada, and has its own regulations and laws concerning interactive gaming.  These regulations allow the Kahnawake Gaming Commission to issue a gaming license to a third party authorizing the conduct of authorized games by means of a telecommunication device, including the Internet.  The law in Kahnawake regarding online gaming has not yet been tested by Canadian legal authorities; therefore, the legality of this issue is inconclusive.



The Kahnawake Gaming Commission issued to Action an interactive gaming license to operate and exploit an Internet gaming facility, to be located at Mohawk. Action is the owner and operator of www.tigergaming.com, www.actionpoker.com, www.atlantisworldpoker.com, www.holycowpoker.com and www.pokerincanada.com.  Furthermore, Action hosts and operates other online poker websites on behalf of its licensees.



The gaming and entertainment operations are carried on by Action. The principal revenues of Action are from collecting rakes, licensing fees and royalties. Action operates mainly as an Internet host of card games and collects a fee as host (rake).



During 2005, Action has licensed from an arms length third party an online Casino Software (Online Casino), which is operated by Action under the URL www.playvegasfromhome.com.



Although management believes that the conduct of Internet gaming related activities by Action represents a lawful business, there is the risk that the legality of the Internet gaming related activities could be challenged by Canadian or other legal authorities.  If the legality of the Internet gaming related activities is challenged and the challenge is sustained, it may have a material adverse impact on the financial affairs of the Company.



Prior to the current fiscal year, the Company incurred significant operating losses in previous fiscal years. Managements efforts are directed at increasing revenues and pursuing opportunities of merit for the Company.



These financial statements do not reflect adjustments that would be necessary if the "going- concern" assumption were not appropriate because management believes that the actions already taken or planned will mitigate the adverse conditions and events, which raise doubts about the validity of the "going-concern" assumption used in preparing these financial statements.



If the "going-concern" assumption were not appropriate for these financial statements then adjustments would be necessary in the carrying values of assets and liabilities, the reported revenues and expenses, and the balance sheet classifications used.





53



---

2.

BASIS OF PRESENTATION



The financial statements have been prepared in accordance with accounting principles generally accepted in Canada and all amounts are expressed in Canadian dollars.  As described in note 17, these principles differ in certain respects from those that the Company would have followed had its financial statements been prepared in accordance with accounting principles generally accepted in the United States of America.



3.

COMPARATIVE FIGURES



Certain prior year amounts have been restated to be comparative to the current years presentation.



4.

SIGNIFICANT ACCOUNTING POLICIES



(a)

Principles of consolidation



These consolidated financial statements include the accounts of Las Vegas from Home.com Entertainment Inc. (Canada) and its wholly-owned subsidiaries, Action Poker Gaming Inc. (Antigua), Action Commerce Limited (United Kingdom), APG Enterprises Limited (Cyprus) and APG Enterprises (Armenia).  The Companys inactive subsidiaries, Tiger Ventures Corp. and Georgia Enterprises Corp., both of which were Panamanian companies, were dissolved during the year.  All intercompany balances and transactions have been eliminated.



(b)

Cash and term deposits



Cash and term deposits consist of cash on hand and term deposits with maturities of less than one year at the date of acquisition.



(c)

Marketable securities



Marketable securities are valued at the lower of cost and market at the balance sheet date.



(d)

Amortization



Amortization of software and development costs and equipment is calculated on the following bases and annual rates:



Software and development costs

- 5 years straight-line

Computer equipment

- 30% declining-balance

Automobile

- 30% declining-balance

Office furniture

- 20% declining-balance



54



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4.

SIGNIFICANT ACCOUNTING POLICIES (Continued)



(e)

Software development costs



Research costs are expensed as incurred.  Costs related to the development of software are expensed as incurred unless such costs meet the criteria for deferral and amortization under Canadian generally accepted accounting principles.  The criteria include identifiable costs attributable to a clearly defined product, the establishment of technical feasibility, identification of a market for the software, the Companys intent to market the software, and the existence of adequate resources to complete the project.  Software development costs are amortized over an estimated useful life of five years or prorated over its expected revenue stream whichever is higher, commencing in the year when commercial sales of the products commence.  Capitalized software development is evaluated in each reporting period to determine whether it continues to meet the criteria for continued deferral and amortization.



(f)

Stock-based compensation plans



Effective January 2004, the Company adopted the requirements of the Canadian Institute of Chartered Accountants (CICA) Handbook Section 3870, which requires an expense to be recognized in the financial statements for all forms of stock-based compensation including stock options.  Previously, the Company did not record any compensation cost on the granting of stock options, as the exercise price was equal to or greater than the market price at the date of the grants.  Options granted are accounted for using the fair value method where compensation expense is calculated using the Black-Scholes option pricing model.



As a result of this change in accounting, the 2004 opening deficit was restated on a retroactive basis to show the effect of compensation expense associated with stock option grants in 2003 of $214,024 and $83,051 in 2002.  Accordingly, contributed surplus was increased by $297,075 in 2004.



(g)

Revenue recognition



The Company recognizes revenues from licensees and customers on an accrual basis according to the terms and conditions of each individual license agreement.  Allowances for non-collection of revenues are made when collectibility becomes uncertain.



Each license agreement generates a minimum of two or a maximum of three different types of revenue.



Recognition of revenue for each type of revenue is as follows:



(i)

License fees for all licensees



License fees are one-time non-refundable fees, which are for entering into the license agreements.  License fees are recognized when received.



(ii)

Rake percentage from licensees



Rake revenue earned by the Company is based on negotiated percentages of gross rake revenue as specified in the agreements with licensees, which vary from agreement to agreement.  The Company recognizes its percentage of rake revenue at the end of the month based on the rake collected on behalf of the licensees; the balance is then paid out to the licensees in the subsequent month.



55



---



4.

SIGNIFICANT ACCOUNTING POLICIES (Continued)



(g)

Revenue recognition (Continued)



(iii)

Administration fees



Administration fees revenue earned by the Company is based on negotiated percentages as specified in the agreements with certain licensees, which vary from agreement to agreement.  The fees charged are for administrative services provided by the Company.  The Company recognizes these fees as a percentage of the rake collected on behalf of each licensee on a monthly basis.



(iv)

Rake revenue



Rake revenue from customers coming through the Companys own websites is collected when a player joins a table, and is non-refundable.  As such, revenue is recognized when a player joins a table.



(v)

The Company has an agreement with Bronx Ventures Inc. (Bronx), a related party whereby Bronx receives 40% of the revenue from certain card games (note 13(c)(iv)).  Las Vegas reduces its revenue by these amounts.



(vi)

The Company recognizes revenues/losses from its Online Casino once a player loses or wins the wager.



(h)

Income taxes



The Company follows the liability method based on the accounting recommendations for income taxes issued by the CICA.  Under the liability method, future income tax assets and liabilities are computed based on differences between the carrying amounts of assets and liabilities on the balance sheet and their corresponding tax values using the enacted income tax rates at each balance sheet date.  Future income tax assets can also result by applying unused loss carry-forwards and other deductions.  The valuation of any future income tax assets is reviewed annually and adjusted, if necessary, by use of a valuation allowance to reflect the estimated realizable amount.



(i)

Foreign currency translation



The Companys functional currency is the Canadian dollar; therefore, amounts recorded in foreign currency are translated into Canadian dollars as follows:



(i)

Monetary assets, liabilities and long-term monetary assets and liabilities, at the rate of exchange in effect as at the balance sheet date;



(ii)

Non-monetary assets and liabilities, at the exchange rates prevailing at the time of the acquisition of the assets or assumption of the liabilities; and



(iii)

Revenues and expenses (excluding amortization, which is translated at the same rate as the related asset), at the rates in effect at the time of the transaction.



Gains and losses arising from this translation of foreign currency are included in net income.





56



---

4.

SIGNIFICANT ACCOUNTING POLICIES (Continued)



(j)

Earnings (loss) per share



Earnings (loss) per share is calculated using the weighted average number of shares outstanding during the year.



Diluted earnings per share amounts are calculated giving effect to the potential dilution that would occur if securities or other contracts to issue common shares were exercised or converted to common shares.  The treasury stock method is used to determine the dilutive effect of stock options and other instruments.  The treasury stock method assumes that proceeds received from the exercise of stock options and warrants are used to repurchase common shares at the prevailing market rates.  Stock options and warrants that are anti-dilutive are not included in the calculation.



The dilutive effect of options and warrants was not reflected in loss per share for 2004 and 2003 as the effect would have been anti-dilutive.



(k)

Use of estimates



The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates and would impact future results of operations and cash flows.



(l)

Player deposits



Player deposits are included in the Companys accounts payables and represent funds deposited by the players.



(m)

Consolidation of variable interest entities



The Company has adopted Accounting Guideline 15, Consolidation of Variable Interest Entities, issued by the CICA for annual and interim periods beginning on or after November 1, 2004.  This guideline addresses the application of consolidation principles to entities that are subject to control on a basis other than ownership of voting interests.  The adoption of this guideline did not have any impact on the Companys consolidated financial statements.



(n)

Intangible assets



The Company has registered and regularly renews several hundred domain names.  These amounts are insignificant and are expensed when incurred.



57



---



5.

FINANCIAL INSTRUMENTS



(a)

Fair value



The carrying values of cash and term deposits, marketable securities, accounts receivable, cheques issued in excess of funds on deposit, customers deposits, accounts payable and accrued liabilities, amounts due to and from related parties, and obligation under capital lease approximate their fair values because of the short maturity of these financial instruments.



(b)

Interest rate risk



The Company is not exposed to significant interest rate risk due to the short-term maturity of its monetary current assets and current liabilities.



(c)

Credit risk



The Company is exposed to credit risk with respect to its accounts receivable; however, risk on accounts receivable is minimal as receivables are from major Internet payment processors.



(d)

Foreign currencies



The Company considers the Canadian dollar to be its functional currency and translates the results of foreign operations into Canadian currency using approximately the average exchange rate for the year.  The exchange rate may vary from time to time.  This risk is minimized to the extent that all non-Canadian source revenues and expenses are in US dollars.



(e)

Market risk



The Company is exposed to market risk with respect to marketable securities from adverse fluctuations in their market value and in the event the marketable securities are de-listed from public trading.



6.

MARKETABLE SECURITIES



|                                                             |   |         |   |     
|------------------------------------------------------------ | - | ------- | - | ----
|                                                             |   | 2005    |   | 2004
|                                                             |   |         |   |     
|Marketable securities (market value - $379,236; 2004 - $520) | $ | 379,236 | $ | 383 



7.

ACCOUNTS RECEIVABLE



Accounts receivable is comprised of the following:



|                            |   |           |   |          
|--------------------------- | - | --------- | - | ---------
|                            |   | 2005      |   | 2004     
|                            |   |           |   |          
|Due from payment processors | $ | 1,532,292 | $ | 1,136,366
|Due from licensees          |   | 121,054   |   | 27,168   
|Accounts receivable         |   | 117,690   |   | 35,197   
|Security deposits           |   | 30,238    |   | 0        
|                            |   |           |   |          
|                            | $ | 1,801,274 | $ | 1,198,731



58



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8.

EQUIPMENT AND SOFTWARE DEVELOPMENT



|                                       |      |           |   |              |   |          
|-------------------------------------- | ---- | --------- | - | ------------ | - | ---------
|                                       | 2005
|                                       |      |           |   | Accumulated  |   |          
|                                       |      | Cost      |   | Amortization |   | Net      
|                                       |      |           |   |              |   |          
|Software and development costs         | $    | 2,216,060 | $ | 457,591      | $ | 1,758,469
|Computer equipment                     |      | 589,101   |   | 194,048      |   | 395,053  
|Automobile                             |      | 11,420    |   | 1,929        |   | 9,491    
|Office furniture                       |      | 7,353     |   | 719          |   | 6,634    
|Computer equipment under capital lease |      | 64,320    |   | 35,728       |   | 28,592   
|                                       |      |           |   |              |   |          
|                                       | $    | 2,888,254 | $ | 690,015      | $ | 2,198,239



|                                       |      |           |   |              |   |        
|-------------------------------------- | ---- | --------- | - | ------------ | - | -------
|                                       | 2004
|                                       |      |           |   | Accumulated  |   |        
|                                       |      | Cost      |   | Amortization |   | Net    
|                                       |      |           |   |              |   |        
|Software and development costs         | $    | 840,880   | $ | 174,538      | $ | 666,342
|Computer equipment                     |      | 298,941   |   | 101,381      |   | 197,560
|Computer equipment under capital lease |      | 64,320    |   | 23,475       |   | 40,845 
|                                       |      |           |   |              |   |        
|                                       | $    | 1,204,141 | $ | 299,394      | $ | 904,747



During 2000, the Company helped develop and acquired, subject to a Source Code Escrow Agreement, ownership interest in certain software for multi-player interactive games.  The software was at a stage where it could be played for fun money when various disputes arose between the Company and the software developer during 2001.  As a result, the development of the software was halted.  During 2001, the Company wrote-down the software by $156,724 and, during 2002, the Company wrote-off the remaining $166,023.  The Company commenced legal action against the software developer seeking repayment of a promissory note due to the Company for $25,000 plus interest.  Subsequently, the Company and two directors were named defendants in a counterclaim for damages totalling $307,944.  On July 25, 2003, the parties to these lawsuits settled all their differences by entering into an amicable out-of-court settlement and, as a result, these lawsuits were dismissed by consent.



The capitalized software and development costs are for the continuous and on-going process of developing the Companys on-line gaming software.  This would include improving the functionality of the gaming software, enhancing the gaming software by adding new games and/or features, increasing the player capacity of the gaming software and modifying the gaming software to meet certain requirements.



During 2001, the Company commenced developing its own multi-player interactive card games software.  The amount of $180,901 has been capitalized under software and development costs.  Amortization commenced in 2002 as the software was commercially released during the year.  During 2004 and 2005, additional amounts of $659,979 (Salaries - $571,600, Other - $88,379) and $979,579 (Salaries - $964,745, Other - $14,834), respectively, were capitalized as software development costs.





59



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9.

CUSTOMER DEPOSITS, ACCOUNTS PAYABLE AND ACCRUED LIABILITIES



Customer deposits, accounts payable and accrued liabilities are comprised of the following:



|                                         |   |           |   |          
|---------------------------------------- | - | --------- | - | ---------
|                                         |   | 2005      |   | 2004     
|                                         |   |           |   |          
|Customer deposits                        | $ | 1,806,436 | $ | 571,345  
|Accounts payable and accrued liabilities |   | 172,139   |   | 661,217  
|Payable to licensees                     |   | 132,491   |   | 128,677  
|                                         |   |           |   |          
|                                         | $ | 2,111,066 | $ | 1,361,239



10.

OTHER OBLIGATIONS



Other obligations are comprised of the following:



|                                                             |   |      |   |        
|------------------------------------------------------------ | - | ---- | - | -------
|                                                             |   | 2005 |   | 2004   
|                                                             |   |      |   |        
|Loan from International Interactive Ventures (Interactive) | $ | 0    | $ | 275,608
|License fee from settlement                                  |   | 0    |   | 240,400
|                                                             |   |      |   |        
|                                                             | $ | 0    | $ | 516,008



Pursuant to a loan agreement, the loan from Interactive of US $250,000 (Cdn $275,608) was obtained in June 2004, and was payable in monthly installments equal to 5% of Actions revenues for the first twelve months and 10% of Actions revenues thereafter until the repayment of the loan.  The entire amount was fully repaid by the Company on March 15, 2005.  In lieu of interest, the Company was obliged to make monthly bonus payments to Interactive equal to 5% of Actions revenues for a period of twelve months.  Bonus payments totalling US $20,709 were made up to October 2004.  On April 15, 2005, as consideration for the early repayment of the loan by the Company, Interactive cancelled the loan agreement and has forever forgiven all outstanding and future bonus payments that were payable pursuant to the loan agreement.



The license fee from settlement of US $200,000 (Cdn $240,400) was the maximum amount of a series of royalty payments that were payable to an arms length third party (the Third Party) as follows:



(a)

four equal installments of US $25,000 until November 2, 2005;



(b)

quarterly payments of US $10,000 for every US $1,000,000 of Las Vegas cumulative rake income commencing January 1, 2005 for up to US $5,000,000 of Las Vegas cumulative rake revenues; and



(c)

a single payment of US $50,000 for the first subsequent US $5,000,000 of Las Vegas cumulative rake revenues after the above-mentioned US $5,000,000 would have been reached.



On May 6, 2005, the Company and the Third Party entered into a modification to License and Settlement Agreement of February 17, 2005, whereby the Company paid one final payment of US $90,000 as full and final settlement, and complete release of all the Companys royalty obligations.  As a result, the Company recorded a gain of Cdn $97,382 in its statement of operations and deficit for the year ended December 31, 2005.



Prior to May 6, 2005, the Company had paid US $25,000 to the Third Party.



60



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11.

OBLIGATION UNDER CAPITAL LEASE



The following is the schedule of future minimum lease payments under capital lease:



|                                                        |   |        |   |       
|------------------------------------------------------- | - | ------ | - | ------
|                                                        |   | 2005   |   | 2004  
|                                                        |   |        |   |       
|2005                                                    | $ | 0      | $ | 27,056
|2006                                                    |   | 22,811 |   | 23,947
|2007                                                    |   | 2,556  |   | 2,556 
|                                                        |   |        |   |       
|Total minimum lease payments                            |   | 25,367 |   | 53,559
|Less:  Amount representing interest and executory costs |   | 2,549  |   | 10,465
|                                                        |   |        |   |       
|Present value of net minimum lease payments             |   | 22,818 |   | 43,094
|Less:  Current portion                                  |   | 20,268 |   | 19,904
|                                                        |   |        |   |       
|Obligation under capital lease                          | $ | 2,550  | $ | 23,190



12.

CAPITAL STOCK



At the Annual and Special General Meeting of the Companys shareholders, which was held on June 30, 2005, the shareholders approved the deletion of the pre-existing Company Provisions in the Notice of Articles of the Company and, in substitution, the shareholders approved the adoption of a new form of Articles for the Company pursuant to The Business Corporations Act (British Columbia).  Furthermore, the shareholders approved the increase of the Companys authorized capital stock to an unlimited number of common shares and an unlimited number of preferred shares, issuable in series, in each case without nominal or par value.



(a)

Authorized

Preferred shares without par value  unlimited (none issued)

Common shares without par value - unlimited



61



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12.

CAPITAL STOCK(Continued)



(b)

Issued



The number of shares issued are as follows:



|                                   |            |        |            |             |          
|---------------------------------- | ---------- | ------ | ---------- | ----------- | ---------
|                                   | Number     |        |            | Contributed
|Common shares                      | of Shares  | Amount |            | Surplus    
|                                   |            |        |            |             |          
|Balance, December 31, 2002         | 38,103,486 | $      | 12,400,607 | $           | 26,232   
|Exercise of stock options for cash | 1,929,814  |        | 199,785    |             |          
|Reclassification of contributed    |            |        |            |             |          
|surplus on exercise of options     | 0          |        | 175,392    |             | (175,392)
|Private placements                 |            |        |            |             |          
|Net proceeds                       | 11,999,970 |        | 1,569,996  |             | 0        
|Stock-based compensation           | 0          |        | 0          |             | 528,457  
|                                   |            |        |            |             |          
|Balance, December 31, 2003         | 52,033,270 |        | 14,345,780 |             | 379,297  
|Exercise of stock options for cash | 2,375,408  |        | 424,318    |             | 0        
|Reclassification of contributed    |            |        |            |             |          
|surplus on exercise of options     | 0          |        | 251,003    |             | (251,003)
|Private placements                 |            |        |            |             |          
|Net proceeds                       | 15,450,000 |        | 2,278,000  |             |          
|Stock-based compensation           | 0          |        | 0          |             | 2,323,004
|                                   |            |        |            |             |          
|Balance, December 31, 2004         | 69,858,678 |        | 17,299,101 |             | 2,451,298
|Exercise of stock options for cash | 2,740,500  |        | 463,360    |             | 0        
|Exercise of warrants for cash      | 2,430,000  |        | 428,000    |             |          
|Reclassification of contributed    |            |        |            |             |          
|surplus on exercise of options     | 0          |        | 474,343    |             | (474,343)
|Private placements                 |            |        |            |             |          
|Net proceeds                       | 17,485,500 |        | 8,432,031  |             | 0        
|Stock-based compensation           | 0          |        | 0          |             | 329,399  
|                                   |            |        |            |             |          
|Balance, December 31, 2005         | 92,514,678 | $      | 27,096,835 | $           | 2,306,354



The Company entered into an agreement on April 20, 2005, with a syndicate of underwriters led by Wellington West Capital Markets Inc. and CIBC World Markets Inc. and including GMP Securities Ltd. and Sprott Securities Inc. (collectively the Underwriters) for a "bought-deal" underwritten private placement of subscription receipts (the "Brokered Offering").  The Brokered Offering closed on May 13, 2005, and on June 30, 2005, at the Companys Annual and Special General Meeting, the Companys shareholders approved the increase of the authorized capital stock of the Company to an unlimited number of common shares and an unlimited number of preferred shares, in each case without nominal or par value.  As a result, the Company issued 12,485,500 common shares and 6,242,750 share purchase warrants to various investors for net proceeds of $7,487,689.  Each whole warrant is exercisable for $1 into one common share.  The Company paid the Underwriters an aggregate cash commission



62



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12.

CAPITAL STOCK(Continued)



(b)

Issued (Continued)



of $547,801 and issued a total of 842,771 Brokers Compensation Warrants (the Compensation Warrants), which are exercisable into units at $0.65 per unit.  Each unit consists of one common share in the capital of the Company and one-half of one share purchase warrant.  One whole share purchase warrant is required to purchase one additional common share at $1 per share for a period of two years.  All share purchase warrants expire on May 13, 2007.  The shares, share purchase warrants and compensation warrants, which were issued by the Company on July 13, 2005, had hold periods that expired on September 14, 2005, at which time, the share purchase warrants commenced trading on the TSX Venture Exchange (TSX) under the symbol LVH.WT.



During 2004, the Company closed private placements with Bronx, a related company, for a total of 4,000,000 common shares at prices of $0.30 and $0.32 per common share for net proceeds of $1,225,000.



The Company closed brokered and non-brokered private placements dated October 25, 2004 with various investors and two directors for a total of 11,450,000 units at $0.10 per unit consisting of one common share and one-half of one warrant for net proceeds of $1,053,000.  A 10% cash commission of $92,000 and 920,000 broker warrants were issued to the agent in relation to the brokered private placement. Each whole warrant is exercisable at $0.20 per common share for a period of 24 months.



On December 13, 2004, the Company entered into non-brokered private placements to issue 5,000,000 units at $0.20 per unit, each unit consisting of one common share and one-half of one share purchase warrant.  Each whole warrant entitles the holder to purchase one common share at $0.25 per common share for a period of 24 months up to January 7, 2007.



As of December 31, 2004, the Company received subscriptions of $750,000 for 3,700,000 of the 5,000,000 above-mentioned units, which had not yet been issued.  As of January 7, 2005, all 5,000,000 units were issued.



(c)

Warrants



During the year ended December 31, 2005, the Company issued 2,430,000 common shares of the Company to various warrant holders as a result of the exercising of warrants at prices ranging from $0.10 to $0.25 per common share for total proceeds to the Company of $428,000.





63



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12.

CAPITAL STOCK (Continued)



(c)

Warrants (Continued)



The following summarizes the warrants that have been granted, exercised, cancelled or expired during the years ended December 31, 2005 and 2004:



|                           |             |         
|-------------------------- | ----------- | --------
|                           |             | Weighted
|                           |             | Average 
|                           | Number      | Exercise
|                           | of Warrants | Price   
|                           |             |         
|Balance, December 31, 2003 | 1,688,000   | $ 0.70  
|Granted                    | 6,645,000   | $ 0.19  
|Expired                    | (1,688,000) | $ 0.70  
|                           |             |         
|Balance, December 31, 2004 |             | $ 0.19  
|Granted                    | 8,742,750   | $ 0.82  
|Exercised                  | (2,430,000) | $ 0.19  
|                           |             |         
|Balance, December 31, 2005 | 12,957,750  | $ 0.59  



At December 31, 2005 and 2004, the following warrants are exercisable and outstanding.  Each warrant entitles the holder to purchase one common share of the Company at the exercise price per common share with the following expiry dates:



|                               |                  |                    |          
|------------------------------ | ---------------- | ------------------ | ---------
|                               | Exercise         | Number of Warrants
|Expiry Date                    | Price            | 2005               | 2004     
|                               |                  |                    |          
|October 31, 2006               | $ 0.20           | 3,775,000          | 4,600,000
|October 31, 2006               | $ 0.10           | 90,000             | 920,000  
|November 8, 2006               | $ 0.20           | 850,000            | 1,125,000
|January 7, 2007                | $ 0.25           | 2,000,000          | 0        
|May 13, 2007                   | $ 1.00           | 6,242,750          | 0        
|                               |                  |                    |          
|Total warrants outstanding and |                  |                    |          
|exercisable                    | $ 0.10 to $ 1.00 | 12,957,750         | 6,645,000



(d)

Stock options



From time to time the Company grants stock options to employees, officers, directors and consultants pursuant to the rules and regulations of the TSX.





64



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12.

CAPITAL STOCK (Continued)



(d)

Stock options (Continued)



During 2002, the Company adopted an incentive stock option plan (the 2002 Plan) under which the Company may issue 3,810,349 stock options to acquire common shares in the capital of the Company as an incentive to officers, directors, employees and consultants who can contribute to the success of the Company.  The 2002 Plan has received TSX approval.  In addition to the 2002 Plan, the Companys shareholders adopted and approved the Companys 2003 Stock Option Plan (the 2003 Plan) under which the Company may reserve up to 10% of its issued and outstanding capital stock for issuance under the Companys stock option plan on a rolling basis, meaning the 10% limit is calculated from time to time whenever an option is granted and is based on the number of the then issued and outstanding common shares.  The 2003 Plan has received TSX approval.



During 2004, the Companys shareholders adopted and approved the Companys 2004 Stock Option Plan (the 2004 Plan) that replaces the Companys aforementioned 2002 and 2003 Stock Option Plans.  The 2004 Plan, which has received the approval of the TSX, reserved 11,290,154 common shares for issuance representing 20% of the Companys issued and outstanding common shares on April 12, 2004.  At the Annual and Special General Meeting of the Companys shareholders, which was held on June 30, 2005, the shareholders approved the amendment to the Companys 2004 Plan by increasing the maximum number of common shares that may be reserved for issuance pursuant to the Stock Option Plan to 15,866,936 common shares (the Companys Amended 2004 Stock Option Plan).  Pursuant to the Companys Amended 2004 Stock Option Plan that has received TSX approval, the Company grants stock options to employees, directors, officers and consultants.  During the year ended December 31, 2005, the Company issued 2,740,500 common shares of the Company to directors, employees and consultants as a result of exercising stock options at prices ranging from $0.12 to $0.20 per common share for total proceeds to the Company of $463,360.



The following summarizes the officer, director, employee and consultant stock options that have been granted, exercised, cancelled and expired during the years ended December 31, 2005 and 2004.  The options vest 25% on grant and thereafter 25% every six months.



|                           |             |                 
|-------------------------- | ----------- | ----------------
|                           | Number      | Weighted Average
|                           | of Options  | Exercise Price  
|                           |             |                 
|Balance, December 31, 2003 | 2,938,349   | $ 0.18          
|Options granted            | 13,310,000  | $ 0.16          
|Options cancelled          | (381,250)   | $ 0.18          
|Options exercised          | (2,375,408) | $ 0.18          
|Options expired            | (2,326,099) | $ 0.19          
|                           |             |                 
|Balance, December 31, 2004 | 11,165,592  | $ 0.16          
|Options granted            | 1,825,000   | $ 0.35          
|Options cancelled          | 0           | N/A             
|Options exercised          | (2,740,500) | $ 0.17          
|Options expired            | (278,500)   | $ 0.21          
|                           |             |                 
|Balance, December 31, 2005 | 9,971,592   | $ 0.19          





65



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12.

CAPITAL STOCK (Continued)



(d)

Stock options (Continued)



At December 31, 2005 and 2004, the following stock options are outstanding.  The options entitle the holders to purchase the stated number of common shares at the exercise price per common share with the following expiry dates:



|                                |          |                   |           
|------------------------------- | -------- | ----------------- | ----------
|                                | Exercise | Number of Options
|Expiry Date                     | Price    | 2005              | 2004      
|                                |          |                   |           
|February 4, 2005                | $ 0.19   | 0                 | 565,000   
|February 4, 2006                | $ 0.19   | 236,842           | 361,842   
|March 23, 2006                  | $ 0.15   | 0                 | 25,000    
|June 9, 2006                    | $ 0.18   | 171,250           | 246,250   
|June 23, 2006                   | $ 0.13   | 20,000            | 50,000    
|July 7, 2006                    | $ 0.16   | 0                 | 50,000    
|July 8, 2006                    | $ 0.18   | 37,500            | 37,500    
|July 13, 2006                   | $ 0.18   | 0                 | 50,000    
|September 15, 2006              | $ 0.18   | 65,000            | 70,000    
|October 28, 2006                | $ 0.12   | 350,000           | 500,000   
|November 3, 2006                | $ 0.16   | 4,885,000         | 5,200,000 
|March 12, 2007                  | $ 0.18   | 0                 | 120,000   
|March 12, 2007                  | $ 0.18   | 0                 | 880,000   
|April 28, 2007                  | $ 0.12   | 1,566,000         | 1,960,000 
|May 2, 2007                     | $ 0.16   | 900,000           | 900,000   
|May 18, 2007                    | $ 0.17   | 50,000            | 50,000    
|May 22, 2007                    | $ 0.17   | 50,000            | 50,000    
|June 1, 2007                    | $ 0.20   | 50,000            | 50,000    
|January 17, 2007                | $ 0.20   | 370,000           | 0         
|February 8, 2007                | $ 0.25   | 128,000           | 0         
|March 7, 2007                   | $ 0.44   | 387,000           | 0         
|May 16, 2007                    | $ 0.46   | 50,000            | 0         
|July 5, 2007                    | $ 0.46   | 430,000           | 0         
|August 2, 2007                  | $ 0.46   | 50,000            | 0         
|September 13, 2007              | $ 0.38   | 100,000           | 0         
|November 3, 2007                | $ 0.29   | 25,000            | 0         
|December 27, 2007               | $ 0.38   | 50,000            | 0         
|                                |          |                   |           
|Total stock options outstanding |          | 9,971,592         | 11,165,592
|                                |          |                   |           
|Total stock options exercisable |          | 7,220,405         | 2,812,648 





66



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12.

CAPITAL STOCK (Continued)



(e)

Stock option compensation



The Company applies the fair value method using the Black-Scholes option pricing model in accounting for its stock options granted.  Accordingly, compensation expense of $146,963 (2004 - $1,489,526; 2003 - $357,152) was recognized as salaries expense, and $182,436 (2004 - $833,478; 2003 - $171,305) was recognized as consulting expense in 2005.  These amounts are credited to contributed surplus and then subsequently transferred to capital stock on exercise of the options.



The fair value of each option grant was calculated using the following weighted average assumptions:



|                      |         |        
|--------------------- | ------- | -------
|                      | 2005    | 2004   
|Expected life (years) | 2       | 1 to 3 
|Interest rate         | 3.00%   | 3.00%  
|Volatility            | 186.43% | 145.97%
|Dividend yield        | 0.00%   | 0.00%  



(f)

Earnings (loss) per share



|                                                        |            |            |           
|------------------------------------------------------- | ---------- | ---------- | ----------
|                                                        | 2005       | 2004       | 2003      
|Weighted average number of shares outstanding - Basic   | 84,337,774 | 58,428,307 | 42,579,518
|Pro-rated dilutive warrants                             | 6,823,654  | N/A        | N/A       
|Pro-rated dilutive options                              | 4,217,485  | N/A        | N/A       
|                                                        |            |            |           
|Weighted average number of shares outstanding - Diluted |            | 58,428,307 | 42,579,518



13.

RELATED PARTY TRANSACTIONS



(a)

Due from related parties



|                                                           |   |       |   |        
|---------------------------------------------------------- | - | ----- | - | -------
|                                                           |   | 2005  |   | 2004   
|Bronx Ventures Inc.                                        | $ | 0     | $ | 371,347
|Loan receivable from a director on demand with no interest |   | 4,740 |   | 4,740  
|                                                           |   |       |   |        
|                                                           | $ | 4,470 | $ | 376,087



(b)

Due to related parties



|                    |   |        |   |      
|------------------- | - | ------ | - | -----
|                    |   | 2005   |   | 2004 
|                    |   |        |   |      
|Bronx Ventures Inc. | $ | 59,345 | $ | 0    
|Directors           |   | 1,584  |   | 8,525
|                    |   |        |   |      
|                    | $ | 60,929 | $ | 8,525





67



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13.

RELATED PARTY TRANSACTIONS (Continued)



(b)

Due to related parties (Continued)



The Company shares office space and certain expenses with Bronx, a company related by common management, officers and certain directors.  Prior to August 2001, Bronx charged the Company for its proportionate share of office rent, payroll expenses and other expenses.  Subsequent to August 2001, rent for the office premises is paid by the Company and Bronx is charged for its proportionate share.



The current year amount due to Bronx is payable on demand with no interest.  The prior year amount due from Bronx was due on demand with certain amounts bearing interest at prime plus 1%.



Amounts payable to directors are for expenses incurred on behalf of the Company and are payable on demand with no interest.



(c)

Related party transactions are measured at the exchange amount and comprised of the following:



(i)

interest paid to directors in the amount of $0 (2004 - $2,419; 2003 - $3,433);



(ii)

management fees paid to a company related by common management and directors in the amount of $270,000 (2004 - $180,000; 2003 - $180,000);



(iii)

interest income received from Bronx for loans in the amount of $0 (2004 - $513; 2003 - $1,740); and



(iv)

the Company paid $484,804 (2004 - $292,372; 2003 - $100,951) to Bronx for its share of revenues generated from its investment in the 3 card games software.



(d)

Due to/from related parties is comprised of:



(i)

rent received from Bronx for shared offices in the amount of $6,000 (2004 - $6,032; 2003 - $7,090);



(ii)

reimbursed Bronx for payroll in the amount of $205,608 (2004 - $185,450; 2003 - $155,796);



(iii)

reimbursed Bronx for other office expenses in the amount of $1,455 (2004 - $14,139; 2003 - $29,629); and



(iv)

interest was charged for funds loaned to the Company by Bronx in the amount of $0 (2004 - $378; 2003 - $1,387).





68



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14.

PURCHASE OF NET REVENUE SHARING



In June 2003, Action entered into an agreement with Atlantis Casino (Atlantis) whereby Atlantis purchased a 35% interest in Actions monthly net revenues for US $1,000,000 of which the portion received was included in other items of the consolidated statements of operations and deficit.



During 2004, the parties entered into an agreement (the Purchase Back Agreement) whereby Action purchased back the 35% interest in Actions monthly net revenues from Atlantis for US $1,000,000, which was fully paid as of March 8, 2005.  The Company and Action have no further obligations whatsoever to Atlantis.



15.

INCOME TAXES



|                                                    |   |             |   |            
|--------------------------------------------------- | - | ----------- | - | -----------
|                                                    |   | 2005        |   | 2004       
|Future income tax assets                            |   |             |   |            
|Excess of undepreciated capital cost over net book  |   |             |   |            
|value of fixed assets                               | $ | 211,000     | $ | 85,000     
|Excess of marketable securities tax value over      |   |             |   |            
|carrying value                                      |   | 60,000      |   | 0          
|Share issuance costs tax value                      |   | 214,000     |   | 0          
|Excess of unused exploration expenditures for       |   |             |   |            
|Canadian tax purposes over net book value           |   | 96,000      |   | 102,000    
|Non-capital loss carry-forwards for Canadian income |   |             |   |            
|tax purposes                                        |   | 2,328,000   |   | 2,996,000  
|Capital losses                                      |   | 349,000     |   | 372,000    
|                                                    |   |             |   |            
|                                                    |   | 3,258,000   |   | 3,555,000  
|Valuation allowance for future income tax assets    |   | (3,258,000) |   | (3,555,000)
|                                                    |   |             |   |            
|                                                    | $ | 0           | $ | 0          



The valuation allowance reflects the Company's estimate that the tax assets will likely not be realized and consequently have not been recorded in these financial statements.



For Canadian income tax purposes, the Company has exploration and development expenses of $269,000, which can be carried forward indefinitely.



The Company has net capital losses for income tax purposes of $979,000 that can be carried forward indefinitely.





69



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15.

INCOME TAXES(Continued)



The Company has available non-capital losses of $6,534,000 that may be carried forward to apply against future income for Canadian tax purposes.  The losses expire as follows:



|     |   |          
|---- | - | ---------
|2007 | $ | 626,000  
|2008 |   | 1,049,000
|2009 |   | 1,578,000
|2010 |   | 2,316,000
|2014 |   | 965,000  
|     | $ | 6,534,000



The benefit of these losses has not been recorded in these financial statements.



Future income tax assets and liabilities are recognized for temporary differences between the carrying amounts of the balance sheet items and their corresponding tax values as well as for the benefit of losses available to be carried forward to future years for tax purposes that are likely to be realized.



The reconciliation of income tax attributable to continuing operations computed at the statutory tax rates to income tax expense is:



|                                                                  |   |           |   |            
|----------------------------------------------------------------- | - | --------- | - | -----------
|                                                                  |   | 2005      |   | 2004       
|                                                                  |   |           |   |            
|Income tax expense (benefit) computed at Canadian statutory rates | $ | 388,000   | $ | (2,032,000)
|Amortization in excess of capital cost allowance                  |   | 128,000   |   | 57,000     
|Non-deductible write-down of marketable securities                |   | 60,000    |   | 15,000     
|Share issuance and financing costs                                |   | (66,000)  |   | (30,000)   
|Lawsuit settlement                                                |   | (86,000)  |   | 91,000     
|Other                                                             |   | 2,000     |   | 33,000     
|Non-deductible stock-based compensation                           |   | 118,000   |   | 883,000    
|Differences attributable to income taxes of other countries       |   | (64,000)  |   | 616,000    
|Unrecognized (utilized) tax losses                                |   | (480,000) |   | 367,000    
|                                                                  | $ | 0         | $ | 0          





70



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16.

COMMITMENTS



Pursuant to agreements entered into with various parties, Action is required to make the following payments:



(a)

Interactive gaming license



Annual license fee of US $10,000.



(b)

Kahnawake server park rent



Monthly user fee of US $10,000.



(c)

Financial transaction fees



Minimum monthly fee of US $2,000 for credit card transactions, plus bank surcharges and other charges or fees imposed by banks or clearing houses for handling credit card transactions.



(d)

Casino software licensing fees



License fee calculated based on monthly casino results on a sliding scale basis.  Monthly hosting and support fee of US $2,660.



17.

DIFFERENCES BETWEEN CANADIAN AND US GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND PRACTICES



(a)

Recent US accounting pronouncements



(i)

FAS 153,Exchanges of Non-Monetary Assets.  The provisions of this statement is effective for non-monetary asset exchanges occurring in fiscal periods beginning after June 15, 2005.  Earlier application is permitted for non-monetary asset exchanges occurring in fiscal periods beginning after December 16, 2004.  The provisions of this statement should be applied prospectively.  There is no impact on the Companys financial statements.



(ii)

In March 2005, Financial Accounting Standards Board (FASB) issued FASB Interpretation No. 47 (FIN 47),Accounting for Conditional Asset Retirement Obligations.  FIN 47 clarifies that the term Conditional Asset Retirement Obligation as used in FASB Statement No. 143, Accounting for Asset Retirement Obligations,refers to a legal obligation to perform an asset retirement activity in which the timing and/or method of settlement are conditional on a future event that may or may not be within the control of the entity.  Accordingly, an entity is required to recognize a liability for the fair value of a Conditional Asset Retirement Obligation, if the fair value of the liability can be reasonably estimated.  FIN 47 is effective no later than the end of fiscal years ending after December 15, 2005.  Management does not believe the adoption of FIN 47 will have a material affect on the Companys financial position, results of operations or cash flows.





71



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17.

DIFFERENCES BETWEEN CANADIAN AND US GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND PRACTICES (Continued)



(a)

Recent US accounting pronouncements (Continued)



(iii)

In May 2005, the FASB issued SFAS No. 154,Accounting Changes and Error Corrections (SFAS No. 154), which replaced Accounting Principles Board Opinion No. 20, Accounting Changes and SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements.  SFAS No. 154 changes the requirements for the accounting for and reporting of a change in accounting principles.  It requires retrospective application to prior periods financial statements of changes in accounting principles, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change.  This statement is effective for accounting changes and corrections of errors made in fiscal years beginning after December 15, 2005.  The impact of the Companys operations will depend on future accounting pronouncements or changes in accounting principles.



(iv)

FIN 46(R),Consolidation of Variable Interest Entities, applies at different dates to different types of enterprises and entities, and special provisions apply to enterprises that have fully or partially applied Interpretation 46 prior to issuance of Interpretation 46(R).  Application of Interpretation 46 or Interpretation 46(R) is required in financial statements of public entities that have interests in variable interest entities or potential variable interest entities commonly referred to as special purpose entities for periods ending after December 15, 2003.  Application by public entities (other than small business issuers) for all other types of entities is required in financial statements for periods ending after March 15, 2004.  Application by small business issuers to entities other than special purpose entities and by non-public entities to all types of entities is required at various dates in 2004 and 2005.  In some instances, enterprises have the option of applying or continuing to apply Interpretation 46 for a short period of time before applying Interpretation 46(R).  There is no impact on the Companys financial statements.



(v)

In 2004, FASB issued a revision of FASB Statement No. 123,Accounting for Stock-Based Compensation.  This statement supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees, and its related implementation guidance.  This revised pronouncement requires that all stock options and warrants be accounted for using the fair value method.  This pronouncement had no impact on the Company, as the Company accounts for all options using the fair value method, under Canadian GAAP.



(b)

The financial statements have been prepared in accordance with accounting principles and practices generally accepted in Canada (Canadian GAAP) which differ in certain respects from those principles and practices that the Company would have followed had its financial statements been prepared in accordance with principles and practices generally accepted in the United States of America (US GAAP).



72



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17.

DIFFERENCES BETWEEN CANADIAN AND US GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND PRACTICES (Continued)



(b)

(Continued)



Under US GAAP, the accounting treatment would differ as follows:



(i)

Marketable securities are recorded at fair market value.  The value recorded under Canadian GAAP is the lower of cost and market.



For US GAAP purposes, unrealized gains and losses on marketable securities, which are classified as trading securities, are recognized in earnings in the period they occur.  For Canadian GAAP, gains and losses are only recognized in the income statements when realized.



(ii)

Under US GAAP, comprehensive income must be reported, which is defined as all changes in equity other than those resulting from investments by owners and distributions to owners.



Other comprehensive income includes the unrealized holding gains and losses on the available-for-sale securities.



(iii)

Under Canadian GAAP, the Company did not meet the criteria to adopt prospectively the fair value method of accounting for stock-based compensation, and therefore, had to adopt the change retroactively.  Under US GAAP, the Company has the option to adopt the change either prospectively or retroactively.  For US GAAP, the Company adopted the change, prospectively.



|                                                                                                                                  |              |             |          
|--------------------------------------------------------------------------------------------------------------------------------- | ------------ | ----------- | ---------
|                                                                                                                                  | 2005         | 2004        | 2003     
|                                                                                                                                  |              |             |          
|Total Assets for Canadian GAAP                                                                                                    | $ 12,819,608 | $ 2,582,847 | $ 661,035
|Adjustments increasing total assets                                                                                               |              |             |          
|Add:  Unrealized gain on marketable securities recorded at cost for Canadian GAAP purposes and at fair value for US GAAP purposes | 0            | 135         | 5,783    
|                                                                                                                                  |              |             |          
|Total Assets for US GAAP                                                                                                          | $12,819,608  | $ 2,582,982 | $666,818 
|                                                                                                                                  |              |             |          
|Total Liabilities for Canadian GAAP                                                                                               | $  2,194,813 | $ 1,949,583 | $ 456,581
|Adjustments increasing total liabilities                                                                                          | 0            | 0           | 0        
|                                                                                                                                  |              |             |          
|Total Liabilities  for US GAAP                                                                                                    | 2,194,813    | 1,949,583   | 456,581  
|                                                                                                                                  |              |             |          
|Total Equity for Canadian GAAP                                                                                                    | 10,624,795   | 633,264     | 204,454  
|Accumulated adjustment for marketable                                                                                             |              |             |          
|securities                                                                                                                        | 135          | 5,783       | 0        
|Current change in marketable securities                                                                                           | (135)        | (5,648)     | 5,783    
|                                                                                                                                  |              |             |          
|Total Equity for US GAAP                                                                                                          | 10,624,795   | 633,399     | 210,237  
|                                                                                                                                  |              |             |          
|Total Liabilities and Equity for US GAAP                                                                                          | $ 12,819,608 | $2,582,982  | $666,818 



73



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| |  |  | 
| |  |  | 

17.

DIFFERENCES BETWEEN CANADIAN AND US GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND PRACTICES (Continued)



(b)

(Continued)



(iii)

(Continued)



|                                      |             |               |              
|------------------------------------- | ----------- | ------------- | -------------
|                                      | 2005        | 2004          | 2003         
|                                      |             |               |              
|Total Income (Loss) for Canadian GAAP | $ 1,088,741 | $ (5,346,512) | $ (2,008,775)
|Adjustments increase (decreasing)     |             |               |              
|total net income (loss)               |             |               |              
|Adopt fair value for stock-based      |             |               |              
|compensation prospectively            |             |               |              
|under US GAAP                         | 0           | 0             | 214,024      
|Unrealized gain on marketable         |             |               |              
|securities                            | 0           | 135           | 5,783        
|Reversal of gains reported in         |             |               |              
|prior years US income and            |             |               |              
|current year Canadian income          | (135)       | (5,783)       | 0            
|                                      |             |               |              
|Total Net Income (Loss) for US GAAP   | $1,088,606  | $(5,352,160)  | $(1,788,968) 



|                          |        |          |         
|------------------------- | ------ | -------- | --------
|                          | 2005   | 2004     | 2003    
|                          |        |          |         
|Earnings per common share |        |          |         
|Canadian GAAP - Basic     | $ 0.01 | $ (0.09) | $ (0.05)
|US GAAP - Basic           | $ 0.01 | $ (0.09) | $ (0.04)
|Canadian GAAP - Diluted   | $ 0.01 | N/A      | N/A     
|US GAAP - Diluted         | $ 0.01 | N/A      | N/A     



74



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17.

DIFFERENCES BETWEEN CANADIAN AND US GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND PRACTICES (Continued)



(b)

(Continued)



(iii)

(Continued)



|                                     |              |                |              
|------------------------------------ | ------------ | -------------- | -------------
|                                     | 2005         | 2004           | 2003         
|Stockholders Equity                 |              |                |              
|Common Shares Issued                 |              |                |              
|Beginning balance                    | $ 19,510,143 | $ 14,484,821   | $ 12,400,607 
|Issue of shares                      | 9,323,391    | 2,702,318      | 1,769,781    
|Issue of stock options               | 329,399      | 2,323,004      | 314,433      
|                                     |              |                |              
|Ending Balance                       | 29,162,933   | 19,510,143     | 14,484,821   
|                                     |              |                |              
|Subscription Received                |              |                |              
|Beginning balance                    | 750,000      | 0              | 0            
|Share subscription received (issued) | (750,000)    | 750,000        | 0            
|                                     |              |                |              
|Ending balance                       | 0            | 750,000        | 0            
|                                     |              |                |              
|Contributed Surplus                  |              |                |              
|Beginning and ending balance         | 26,232       | 26,232         | 26,232       
|                                     |              |                |              
|Deficit                              |              |                |              
|Beginning balance                    | (19,652,976) | (14,300,816)   | (12,511,848) 
|Net income (loss)                    | 1,088,606    | (5,352,160)    | (1,788,968)  
|                                     |              |                |              
|Ending Balance                       | (18,564,370) | (19,652,976)   | (14,300,816) 
|                                     |              |                |              
|Total Stockholders Equity US GAAP   | $10,624,795  | $      633,399 | $     210,237



Under Canadian GAAP, stock-based compensation is credited to contributed surplus and transferred to capital stock once the option is exercised.  Under US GAAP, stock-based compensation is credited directly to additional paid-in capital.



18.

SUBSEQUENT EVENTS



(a)

Subsequent to December 31, 2005, a total of 357,592 employee stock options were exercised at prices between $0.12 and $0.19 per common share for total proceeds to the Company of $64,715, and 50,000 employee stock options at an exercise price of $0.19 per common share expired.



(b)

The directors loan of $4,740 was repaid to the Company on February 9, 2006.



(c)

Effective February 1, 2006, the Company has entered into a lease agreement for its Vancouver offices for a term of 12 months at a monthly rent of $15,000 plus GST.









75



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Exhibit 11*







Explanation of how earnings/loss per (weighted average) share is calculated



Earnings and Loss per share are calculated by dividing the net loss or profit by the total weighted average number of common shares outstanding.  The weighted average number of common shares outstanding is obtained as follows:-



Whenever the Company issues shares from its treasury during a specific reporting period, the number of common shares issued is pro-rated over the remaining months of the year, and such number is added to the December 31st closing balance of the previous year.



76



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Exhibit 21*



The following chart sets forth the Companys corporate structure as of December 31, 2005:





Las Vegas From Home.com Entertainment Inc.

100%100%100%100%100%100%Action Poker
Gaming Inc.
(Action )
(an Antiguan Corporation)Guardian Commerce Ltd. (Guardian)
(a St. Kitts Corporation)4010493 Canada Inc.,( a federally chartered Canadian Corporation)APG Enterprises Ltd.
(APG Cyprus)
(a Cypriot Corporation)APG Enterprises
(APG Armenia)
(an Armenian Corporation)Action Commerce Limited
(Action Commerce)
(a United Kingdom Corporation)






Action licenses the Companys on-line gaming Software to third parties and hosts the Companys gaming software to the general public.  Action also operates an on-line casino.  The Company acquired, on April 28, 2004, Action Commerce Limited (UK), a United Kingdom corporation. Action Commerce Limited (UK) acts as payment processor for the Company and its subsidiaries.  Furthermore, the Company has caused to incorporate the following companies which are wholly owned subsidiaries of the Company; (1) Guardian Commerce Limited, (Guardian) a St. Kitts Corporation which was incorporated to enable the Companys subsidiaries to continue their business relationship with Optimal Payments Inc., (2) APG Enterprises Ltd., (APG Cyprus) a Cypriot Corporation.  The Companys wholly owned Cypriot subsidiary, APG Cyprus has commenced its operations in Cyprus and currently employs 35 people (December 31, 2005: 30), and (3) APG Enterprises, an Armenian corporation (APG Armenia).  APG Armenia currently employs 12 people (December 31, 2005: 11) and is providing technical and administrative support to APG Cyprus.  Upon the dissolution of one of the Companys former subsidiaries, the Company acquired a 100% wholly owned interest in 4010493 Canada Inc., a federally chartered Canadian company, which was dissolved in May, 2006.  Furthermore, the Company caused to incorporate two Panamanian subsidiaries during 2004, Georgia Enterprises Corp., and Tiger Ventures Corp., both of which were dissolved in October, 2005.



The Companys Canadian Head Office currently employs 39 people (December 31, 2005: 36) consisting of staff and management.





77



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Exhibit 31.1*

CERTIFICATIONS



CERTIFICATION PURSUANT TO

18 U.S.C. ss.1350, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Bedo H. Kalpakian, certify that:

1.

I have reviewed this annual report on Form 20F (2005) of Las Vegas From Home.com Entertainment Inc.

2.

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.

The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

c)

presented in this annual report my conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrants other certifying officer and I  have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of Directors (or persons performing the equivalent functions):

a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

The registrants other certifying officer and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



Date:  May 31, 2006



Bedo H. Kalpakian

Bedo H. Kalpakian

Chief Financial Officer







78



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Exhibit 31.2*

CERTIFICATIONS



CERTIFICATION PURSUANT TO

18 U.S.C. ss.1350, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002



I, Jacob H. Kalpakian, certify that:



1.

I have reviewed this annual report on Form 20F (2005) of Las Vegas From Home.com Entertainment Inc.

2.

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.

The registrants other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

c)

presented in this annual report my conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrants other certifying officer and I  have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of Directors (or persons performing the equivalent functions):

a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

The registrants other certifying officer and I  have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.



Date:  May 31, 2006



Jacob H. Kalpakian

Jacob H. Kalpakian

Chief Executive Officer



79



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Exhibit 32.1*



CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Annual Report of Las Vegas From Home.com Entertainment Inc., (the "Company") on Form 20F for the period ended December 31, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), We, Jacob H. Kalpakian, the President and C.E.O.of the Company, and Bedo H. Kalpakian, Chairman and C.F.O. of the Company certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to our knowledge:



(1)

the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.





Jacob H. Kalpakian

Bedo H. Kalpakian





Jacob H.Kalpakian

Bedo H. Kalpakian

President & C.E.O.

Chairman & C.F.O.









May 31, 2006.



80



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Exhibit 99.1*



LAS VEGAS FROM HOME.COM ENTERTAINMENT INC.



AMOUNTS RECEIVABLE/(PAYABLE) FROM RELATED PARTIES AND UNDERWRITERS

PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES



Schedule I

Name of DebtorBalance, Beginning of
PeriodAdditions(Collected)/PaidAmount
Written offBalance,
End of period
Receivable
(Payable)2005J. Kalpakian$         (10,256)8,155$         (2,101)B. Kalpakian1,731(1,241)517Bronx Ventures Inc.371,347(430,692)(59,345)2004J. Kalpakian$         (13,631)-3,375-$       (10,256)B. Kalpakian5,650-(3,919)-1,731Bronx Ventures Inc.140,832230,515--371,347Webscape/David Neale **(54)-54--2003J. Kalpakian$         (48,929)35,298--$       (13,631)B. Kalpakian(26,369)32,019--5,650Bronx Ventures Inc.(26,821)167,653--140,832Webscape/David Neale **(54)---(54)




** David Neale, a Director of Webscape, resigned as a Director of LVFH during June 2002, and is no longer a related party to the Company.





81



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Exhibit 99.2*

LAS VEGAS FROM HOME.COM ENTERTAINMENT INC.

PROPERTY, EQUIPMENT AND SOFTWARE DEVELOPMENT AND

ACCUMULATED DEPRECIATION AND DEPLETION THEREOF

Schedules II and III

Balance beginning of PeriodAdditionsDisposals and retirementsOther chargesBalance end of period2005
Software development costs
Capitalized
Computer equipment
Automobile
Office furniture
Computer under capital lease
Accumulated Amortization
Software development
Computer equipment
Automobile
Office furniture
Computer under capital lease
Net book value
Software development
Costs capitalized
Computer equipment
Automobile
Office furniture
Computer under capital lease$         840,880
298,941
-
-
64,320

(174,538)
(101,381)
-
-
(23,475)


666,342
197,560
-
-
40,845$  1,375,180
290,160
11,420
7,353
35,728

(283,053)
(92,667)
(1,929)
(719)
(12,253)



197,493
9,491
6,634
(12,253)$                -
-
-
-
-

-
-
-
-
-



-
-
-
-$                -
-
-
-
-

-
-
-
-
-



-
-
-
-$   2,216,060
589,101
11,420
7,353
64,320

(457,591)
(194,048)
(1,929)
(719)
(35,728)


1,758,469
395,053
9,491
6,634
28,5922004
Software development costs
Capitalized
Computer equipment
Computer under capital lease
Accumulated Amortization
Software development
Computer equipment
Computer under capital lease
Net book value
Software development
Costs capitalized
Computer equipment
Computer under capital lease$     180,901
130,970
46,092

(72,360)
(40,034)
(6,914)


108,541
90,936
39,178$    659,979
167,971
18,228

(102,178)
(61,347)
(16,561)


557,801
106,624
1,667$                  -
-
-

-
-
-


-
-
-$                 -
-
-

-
-
-


-
-
-$     840,880
298,941
64,320

(174,538)
(101,381)
(23,475)


666,342
197,560
40,8452003
Software development costs
Capitalized
Computer equipment
Computer under capital lease
Mineral Property
Accumulated Amortization
Software development
Computer equipment
Computer under capital lease
Net book value
Software development
Costs capitalized
Computer equipment
Computer under capital lease
Mineral property$      180,901
94,471
0
1

(36,180)
(11,733)
0


144,721
82,738
0
1$             -
39,323
46,092
(1)

(36,180)
(28,583)
(6,914)


(36,180)
10,740
39,178
(1)$                 -
(2,824)
-
-
-
-
282
-


-
(2,542)
-
-$                -
-
-
-
-
-

-
-
-

-
-
-$     180,901
130,970
46,092
0

(72,360)
(40,034)
(6,914)


108,541
90,936
39,178
0




82



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Exhibit 99.3*

LAS VEGAS FROM HOME.COM ENTERTAINMENT INC.



MARKETABLE SECURITIES - OTHER INVESTMENTS





Schedule IV



December 31, 2005





Name of Issuer and Title of IssuerNumber of Shares/Principal Amount of BondsCostsMarket ValueAmount at Which The Portfolio is Carried in the BooksHaemacure Corp.1,500$         383$         383$          383Chartwell Technologies21,400147,85088,81088,810Navigator Capital35,076400,000290,043290,043








As per the attached financial statements, the following investments were held at the end of December 31, 2005:



Total Investments

=   $379,236











83