SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   Form 10-QSB

               Quarterly Report Pursuant to Section 13 of 15(d) of
                     The Securities and Exchange Act of 1934

                  For the quarterly period ended: June 30, 2004

                         Commission File Number: 0005468

                          ANGELCITI ENTERTAINMENT, INC.
             (Exact name of registrant as specified in its charter)

                           ICHANCE INTERNATIONAL, INC.
                           (Former name of registrant)

                 Nevada                                52-2043569
                 ------                                ----------
      State or other jurisdiction of                (I.R.S. Employer
      Incorporation or organization)               Identification No.)

             9000 Sheridan Street, Suite 7 Pembroke Pines, FL 33024
           (Address of Principal Executive Offices including zip code)

                                 (800) 908-9574
                           (Issuers Telephone Number)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or such shorter period of that the registrant was
required to file such reports), and (2) has been subject to the filing
requirements for at least the past 90 days. Yes [X] No [ ]

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15(d) of the exchange Act after the distribution of
securities under a plan confirmed by a court. N/A

As of June 30, 2004, there were 274,617,568 outstanding shares of common stock,
par value $0.00025.

Transitional Small Business Disclosure Format   Yes [ ] No [x]

<PAGE>

                         Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2004
                                   (UNAUDITED)

                                ASSETS

CURRENT ASSETS
  Cash                                                              $   226,022
  Advances to future acquiree                                            50,290
  Prepaids                                                                7,904
                                                                    -----------
TOTAL CURRENT ASSETS                                                    284,216
                                                                    -----------

OTHER CURRENT ASSETS
  Cash - restricted                                                     125,000
  Deposits                                                               92,556
                                                                    -----------
TOTAL OTHER CURRENT ASSETS                                              217,556
                                                                    -----------

EQUIPMENT, NET                                                           11,872
                                                                    -----------

TOTAL ASSETS                                                        $   513,644
                                                                    ===========

               LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                                  $    17,018
  Accrued interest payable                                                  319
  Accrued royalty payable                                                21,049
  Customer deposits                                                      21,719
  Payouts due                                                             5,660
  Payroll taxes payable                                                   4,808
  Loan payable - related party                                           24,800
                                                                    -----------
TOTAL CURRENT LIABILITIES                                                95,373
                                                                    -----------

STOCKHOLDERS' EQUITY
  Preferred stock, Series A, $0.001 par value, 50,000
      shares authorized, 20,000 shares issued and outstanding                20
  Convertible preferred stock, Series B, $0.001 par value, 100,000
      shares authorized, none issued and outstanding                         --
  Common stock, $0.00025 par value, 300,000,000 shares authorized
      274,617,568 shares issued and outstanding                          68,655
  Common stock issuable $0.00025 par value, 450,000 shares                  113
  Additional paid in capital                                          2,434,070
  Accumulated deficit                                                (1,709,935)
                                                                    -----------
                                                                        792,923
                                                                    -----------
  Less:  Deferred license fee                                           (69,167)
  Less:  Deferred Compensation                                         (263,542)
  Less:  Stock subscription receivable                                  (41,943)
                                                                    -----------
TOTAL STOCKHOLDERS' EQUITY                                              418,271
                                                                    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $   513,644
                                                                    ===========

          See accompanying notes to consolidated finanical statements

                                       1
<PAGE>
                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)
<TABLE>
<CAPTION>
                                  THREE MONTHS ENDED JUNE 30,        SIX MONTHS ENDED JUNE 30,
                                    2004              2003            2004             2003
                                -------------    -------------    -------------    -------------
<S>                             <C>              <C>              <C>              <C>
CASINO REVENUES, NET            $     181,973    $     200,989    $     496,095    $     526,519
                                -------------    -------------    -------------    -------------

OPERATING EXPENSES
Amortization and Depreciation           1,400              467            2,800           15,493
Affiliate Commission                   34,038           51,725           75,796          106,627
Bad debts                             (26,637)         (11,255)           8,564           13,594
Consulting                             46,489           70,600           61,489          100,000
Royalty                                60,000           32,460          120,962           85,816
Marketing                              25,775          129,310           25,775          183,810
Advertising                            19,958               --           33,148               --
Legal & Professional fees              46,879           62,683           92,029           93,263
Rent                                    1,701           15,724            3,386           36,499
License Fee                                --           90,000           69,167           90,000
General and Administrative            142,333          143,110          272,291          309,005
                                -------------    -------------    -------------    -------------
TOTAL OPERATING EXPENSES              351,936          584,824          765,407        1,034,107
                                -------------    -------------    -------------    -------------

LOSS FROM OPERATIONS                 (169,963)        (383,835)        (269,312)        (507,588)
                                -------------    -------------    -------------    -------------

OTHER INCOME
Interest income                            56              228              422              250
Other income                           15,468            1,502           16,843            4,548
                                -------------    -------------    -------------    -------------
TOTAL OTHER INCOME                     15,524            1,730           17,265            4,798
                                -------------    -------------    -------------    -------------

OTHER EXPENSE
Interest expense                           --             (103)             (80)            (103)
Other expenses                             --               --               --               --
                                -------------    -------------    -------------    -------------
TOTAL OTHER EXPENSE                        --             (103)             (80)            (103)
                                -------------    -------------    -------------    -------------

Total Other Income (Expense)           15,524            1,627           17,185            4,695
                                -------------    -------------    -------------    -------------

NET LOSS                        $    (154,439)   $    (382,208)   $    (252,127)   $    (502,893)
                                =============    =============    =============    =============

NET LOSS PER SHARE -
  BASIC AND DILUTED             $          --    $          --    $          --    $          --
                                =============    =============    =============    =============

WEIGHTED AVERAGE NUMBER OF
  SHARES OUTSTANDING
  DURING THE PERIOD -
  BASIC AND DILUTED               256,245,508      147,161,243      241,910,060      143,329,494
                                =============    =============    =============    =============
</TABLE>
          See accompanying notes to consolidated finanical statements

                                       2
<PAGE>
                  ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

                                                     SIX MONTHS ENDED JUNE 30,
                                                         2004         2003
                                                      ---------    ---------
Cash Flows from Operating Activities:
Net loss                                              $(252,127)   $(502,893)
Adjustments to reconcile net loss
     to net cash used in
     operating activities:
Amortization and depreciation                             2,800       15,493
Bad debts                                                 8,564       13,594
Preferred stock issued for services                      20,000           --
Recognition of deferred stock based financing fee        69,167       90,000
Recognition of deferred stock based compensation         23,958           --
Amortization of stock based deferred expenses                --      100,000
Changes in operating assets and liabilities:
(Increase) decrease in:
  Accounts receivable                                       514     (135,434)
  Prepaid and other assets                                 (372)     (33,694)
Increase (decrease) in:
  Accounts payable                                          911      112,972
  Accrued royalty payable                                38,916       (9,184)
  Accrued interest payable                                 (320)         103
  Customer deposits and payouts due                     (18,872)     (23,729)
  Payroll taxes payable                                    (185)      (4,022)
  Settlement Payable                                    (12,500)          --
  Net liabilities from discontinued operations               --       (2,805)
                                                      ---------    ---------
Net Cash Used in Operating Activities                  (119,546)    (379,599)
                                                      ---------    ---------

Cash Flows from Investing Activities:
  Advances to future acquiree                           (50,290)          --
  Restricted cash paid for acquisition                 (125,000)          --
  Deposits                                              (92,556)          --
  Loan proceeds - related party                          18,549           75
                                                      ---------    ---------
Net Cash Provided by (Used in) Investing Activities    (249,297)          75
                                                      ---------    ---------

Cash Flows from Financing Activities:
  Proceeds from issuance of common stock,
    net of offering costs                               480,097      413,237
  Loan proceeds - related party                          20,365      102,500
  Repayment of loan - parent                                 --      (48,423)
  Repayment of note                                     (23,960)          --
  Repayment of loan                                          --      (85,022)
  Deferred financing fee                                     --       (5,000)
                                                      ---------    ---------
Net Cash Provided by Financing Activities               476,502      377,292
                                                      ---------    ---------

Net Increase in Cash                                  $ 107,659    $  (2,232)

Cash at Beginning of Period                             118,363       16,728
                                                      ---------    ---------

Cash at End of Period                                 $ 226,022    $  14,496
                                                      =========    =========

Supplemental Disclosure of Cash Flow Information
Cash Paid for:
    Interest                                          $      --    $      --
                                                      =========    =========
    Taxes                                             $      --    $      --
                                                      =========    =========
    Royalty payable settled by
      issuance of stock options                       $  38,916    $      --
                                                      =========    =========
    Stock subscription receivable                     $  15,224    $      --
                                                      =========    =========

          See accompanying notes to consolidated finanical statements

                                       3
<PAGE>
                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (UNAUDITED)

NOTE 1   BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements have been prepared
in accordance with accounting principles generally accepted in the United States
of America and the rules and regulations of the United States Securities and
Exchange Commission for interim consolidated financial information. Accordingly,
they do not include all the information and footnotes necessary for a
comprehensive presentation of consolidated financial position and results of
operations.

It is management's opinion, however, that all material adjustments (consisting
of normal recurring adjustments) have been made which are necessary for a fair
consolidated financial statement presentation. The results for the interim
period are not necessarily indicative of the results to be expected for the
year.

For further information, refer to the audited consolidated financial statements
and footnotes of the Company for the year ending December 31, 2003 included in
the Company's Form 10-KSB.

NOTE 2   NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         (A) NATURE OF OPERATIONS

         The Company is a software licensor and administers software-based games
         of chance through the Internet. The Company uses state-of-the-art
         casino gaming software under a license arrangement with a casino
         software development company. The Company launched its internet gaming
         operations on May 2, 2002. There are significant legislative risks and
         uncertainties regarding online gaming operations (see Note 8(B)).

         On April 15, 2004, the Company's former controlling entity, Omega
         Ventures, Inc. ("Omega") entered into a stock purchase agreement with
         two separate officers of AngelCiti Entertainment, Inc. ("AngelCiti").
         Under the terms of the agreement, Omega sold an aggregate 14,000 shares
         of Series A, preferred stock in AngelCiti to these two separate
         officers in exchange for an aggregate $200,000 and the return of an
         aggregate of 1,000,000 shares of common stock held by affiliates of
         these two separate officers. The shares returned were cancelled and
         retired and remain available for future reissuance. The shares of
         common stock were valued at the quoted trading market price on the date
         of the agreement, which was $0.05 for aggregate consideration of
         $50,000. Total consideration was $250,000. The transaction effectively
         transferred voting control of the Company from Omega to these two
         separate officers of AngelCiti (see Notes 12(B)(i) and 13).

         (B) PRINCIPLES OF CONSOLIDATION

         The consolidated financial statements include the accounts of AngelCiti
         Entertainment, Inc. and its wholly owned Subsidiaries, Worldwide
         Management S.A. ("Worldwide") and First National Consulting Inc., a
         Belize corporation ("FNC") (collectively, the "Company"). All
         significant intercompany accounts and transactions have been eliminated
         in consolidation.

                                       4
<PAGE>
                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (UNAUDITED)

         (C) REVENUE RECOGNITION

         Following the guidance of Staff Accounting Bulletin No. 104 and the
         AICPA's guidance on revenue recognition for casinos, casino revenue is
         the net win from complete gaming activities, which is the difference
         between gaming wins and losses. Additionally, the value of promotional
         bonus dollars provided to customers is netted with revenues.

         The total amount wagered ("handle") was $20,325,767 and $32,718,939 for
         the six months ended June 30, 2004 and 2003, respectively. The
         relationship of net casino revenues to handle ("hold percentage") was
         2.44% and 1.61% for the six months ended June 30, 2004 and 2003,
         respectively.

         (D) RECLASSIFICATIONS

         Certain amounts in the year 2003 consolidated financial statements have
         been reclassified to conform to the year 2004 consolidated
         presentation.

NOTE 3   CASH - RESTRICTED

On June 9, 2004, the Company entered into a purchase agreement with an unrelated
third party to purchase an 85% ownership interest in Fischer Transportation
Services, Inc. ("FTSI") for $125,000 and the contribution of certain online
poker assets from Worldwide. The $125,000 is designated to be held in escrow
until the transaction has closed. Concurrent with the purchase agreement, the
sole officer and director of FTSI appointed AngelCiti's president as president
and sole director of FTSI and the seller resigned as sole director and officer
of FTSI.

On June 9, 2004, the FTSI changed its name to Midas Entertainment, Inc.
("Midas").

On July 16, 2004, the sale formally closed and control was transferred.
Additionally, the Company received 4,250,000 shares of common stock in Midas
representing the then 85% ownership interest.

On July 16, 2004, Midas acquired its sole wholly-owned subsidiary, Creative
Millenium Ventures, S.A. ("Creative") from an affiliate of AngelCiti's
president. In exchange for the contribution of Creative and all of its assets,
the affiliate of AngelCiti's president received 750,000 shares of common stock
in Midas (15% ownership at the date of contribution). Creative will become an
operating subsidiary of Midas which holds the online poker assets received from
Worldwide and all other assets contributed by the affiliate of AngelCiti's
president.

During the third quarter of 2004, the Company's ownership in Midas decreased
below 20%. As a result, the Company will account for its investment in Midas as
follows: For the period from July 16, 2004 to the date at which the investment
was reduced to 50% the results of operations will be consolidated. From the date
at which the investment was reduced below 50% to 20%, the equity method will be
applied. Finally, at the point the investment is reduced below 20%, the cost
method will be applied, unless significant influence can be exerted and in that
case the accounting will remain pursuant to that of the equity method.

                                       5
<PAGE>
                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (UNAUDITED)

There is no impact on the Company's consolidated financial position, results of
operations or liquidity for the six months ended June 30, 2004.

See Notes 5, 13 and 17.

NOTE 4   ACCOUNTS RECEIVABLE AND ALLOWANCE FOR CHARGEBACKS

The Company records accounts receivable from its credit card processors. The
processors holdback a stipulated percentage of amounts due to the Company based
on their historical chargeback experience for the industry. The holdback reserve
is maintained by the processors on a rolling basis with funds generally released
after six months. Reserves range from 7% to 10% of charges based on the
chargeback experience of the gaming industry. Since the gaming industry as a
whole has experienced a high percentage of chargebacks for customer accounts,
and the holdback reserve is based on historical experience of the merchant
banks, the Company has reserved 100% of its holdback accounts receivable as of
June 30, 2004.

During the six months ended June 30, 2004 and 2003, the Company recorded a bad
debt expense for the holdback of $8,564 and $13,594, respectively.

         Accounts receivable with credit card processors at June 30, 2004 was as
         follows:

            Accounts receivable         $ 134,416
            Allowance for chargebacks    (134,416)
                                        ---------
            Accounts Receivable, net    $      --
                                        =========

NOTE 5   ADVANCES TO FUTURE ACQUIREE

In June 2004, the Company advanced $50,290 to an entity that will become a
wholly-owned subsidiary of a future acquiree (See Notes 3, 13 and 17).

NOTE 6  DEPOSITS

In May 2004, the Company was trying to obtain a dual listing for its stock
pursuant to sell Regulation "S" common stock in certain foreign markets. The
Company paid $92,556 plus an amount of shares still to be determined to an
entity that can facilitate the dual listing requirements. The funds were
deposited into escrow pending the closing of this transaction. Pursuant to the
terms of this arrangement, the entity has sixty days from the date at which
funds are released by the escrow agent to the entity to execute an agreement
allowing the Company to sell there Regulation "S" stock in these foreign
markets. The funds were released on June 17, 2004, therefore the entity has
until August 16, 2004 to close the transaction and have these shares registered.
Upon the expiration of sixty days, if no agreement is in place, the Company has
the right to request that all previously deposited amounts be returned.

                                       6
<PAGE>
                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (UNAUDITED)

NOTE 7   EQUIPMENT

Equipment at June 30, 2004 is as follows:

         Computer equipment               $ 28,000
         Less: accumulated depreciation    (16,128)
                                          --------
         EQUIPMENT, NET                   $ 11,872
                                          ========

Depreciation expense for the six months ended June 30, 2004 and 2003 were $2,800
and $0, respectively.

NOTE 8   COMMITMENTS AND CONTINGENCIES

         (A) COMMITMENTS

         On January 20, 2003, ("effective date"), the Company entered into an
         agreement with Equivest Opportunity Fund, Inc. ("Equivest") whereby the
         Company sold Equivest 14 online gaming URL's. The Company also entered
         into a sublicense agreement with Equivest whereby the Company was to
         administer Equivest's online casino sites. Pursuant to this agreement,
         Equivest is obligated to pay the Company a fee equal to 95% of the net
         proceeds derived from the operations of the casino websites plus all
         expenses associated with the operations and marketing of the casino
         websites. As a result of this agreement, the Company has an economic
         concentration with Equivest as substantially all of its revenues are
         derived from the sublicensing of software to Equivest and
         administration of its online casino operations. As a result of such
         concentration, the Company is vulnerable to a potential severe impact
         in the near term. Severe impact is defined as the effect of disrupting
         the normal functioning of the Company. As of June 30, 2004, there have
         been no events that have adversely effected the operations of the
         Company. The term of the agreement with Equivest is from three years
         from the effective date and terminates on January 19, 2006. The
         agreement automatically renews for one-year periods on each annual
         anniversary of the effective date unless it is sooner terminated. As of
         June 30, 2004, Equivest was not owed any fees under the terms of its
         agreement with the Company.

         (B) CONTINGENCIES

         Online casino operations are generally subject to applicable laws in
         the jurisdictions in which they offer services. As a portion of the
         winnings of Equivest's online casino operations represent our sole
         source of revenues, such regulations can and do have a material effect
         on our operations. Moreover, given the nature of the Company's
         operations, we may be directly subject to such regulation as well. In
         recognition of the foregoing, our servers have been relocated to the
         Kannawakee Reservation in Quebec, Canada, where we feel the regulatory
         environment is more favorable to our operations.

                                       7
<PAGE>
                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (UNAUDITED)

         While some jurisdictions have attempted to restrict or prohibit
         Internet gaming, other jurisdictions, such as several Caribbean
         countries, Australia and certain Native American territories, have
         taken the position that Internet gaming is legal and/or have adopted or
         are in the process of reviewing legislation to regulate Internet
         gaming. As companies and consumers involved in Internet gaming are
         located around the globe, there is uncertainty regarding exactly which
         government has jurisdiction or authority to regulate or legislate with
         respect to various aspects of the industry. Furthermore, it may be
         difficult to identify or differentiate gaming-related transactions from
         other Internet activities and link those transactions to specific
         users, in turn making enforcement of legislation aimed at restricting
         Internet gaming activities difficult. The uncertainty surrounding the
         regulation of Internet gaming could have a material adverse effect on
         the business, revenues, operating results and financial condition of
         our customers and us.

         On March 8, 2001, the government of the United Kingdom ("UK") announced
         that effective January 1, 2001, the current 6.75% "betting duty" that
         it passed onto a player, and 9% "total betting duty" would be
         eliminated. The UK government believed that this tax reform was
         necessary for UK companies to compete with the offshore market, which
         already offers bettors "duty free" gambling, and to help regulate the
         UK bookmaking industry. The reform is also intended to bring home major
         UK bookmakers who have fled to offshore tax havens such as Gibraltar,
         Malta, Antigua and Alderney. As a result of this legislation, a UK
         government issued "Bookmakers Permit" is required to accept wagers and
         UK based bookmakers may now operate Internet bookmaking websites
         without collecting the betting duty. These reforms are expected to make
         the UK a significant hub of gaming. It is anticipated that their
         official entry into online gaming could put pressure on the United
         States of America and other governments towards regulating the
         industry.

         In the future, governments in the United States of America or other
         jurisdictions may adopt legislation that restricts, prohibits or
         otherwise legalizes and regulates Internet gambling. The legalization
         and subsequent regulation of Internet casinos may serve to benefit land
         based casinos that operate their own Internet gaming sites, as players
         may feel more comfortable placing bets with casinos whose names and
         brands they recognize. We feel that there is little legal guidance that
         can be offered with respect to the prospects for legalization of
         Internet gambling or subsequent regulation thereof.

         The Company is also faced with risks regarding the potential
         prohibition of online casino gaming. A Federal court case in Louisiana
         ruled that online casinos are not violative of federal law. This ruling
         was upheld on appeal. After several unsuccessful attempts in 1998, the
         United States Senate passed a bill intended to prohibit and criminalize
         Internet gambling (other than certain state regulated industries) in
         November 1999. A similar bill failed to pass the House of
         Representatives. In 2002, Senator Goodlatte sponsored a bill to
         prohibit online gambling, which once again did not pass through
         Congress. A similar bill designed to make processing online gaming
         transactions a criminal offense was passed by the United States House
         of Representatives committee on Finance and the Senate Banking
         Committee and both are expected to come to a full vote this year. The
         United States Department of Justice has expressed certain reservations
         regarding some of the language and provisions contained in the bills in
         this past year, and both the House and Senate bills still need to be
         reconciled and subsequently signed by the President before they can


                                       8
<PAGE>
                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (UNAUDITED)

         become law. No assurance can be given that such a bill will not
         ultimately be enacted and become law.

         In addition, current United States Federal and State laws could be
         construed to prohibit or restrict online casino gaming and there is a
         risk that governmental authorities could view online casinos as having
         violated such laws. However, the government of Antigua has recently
         brought suit and won a ruling against the United States federal
         government in an effort to prevent US legislation from impacting online
         gaming companies that operate out of Antigua. The World Trade
         Organization recently ruled that the United State's interpretation that
         the Wire Act of 1960 made it a crime for offshore casinos to accept
         bets from United States residents violated World Trade Organization
         commercial service accords. It is unclear what effect, if any, this
         ruling will have on the United States' efforts to curtail online casino
         gaming and it equally unclear as to whether the United States will
         appeal the World Trade Organization ruling.

         Several State Attorney Generals and court decisions have upheld the
         applicability of state anti-gambling laws to Internet casino companies.
         Accordingly, there is a risk that criminal or civil proceedings could
         be initiated in the United States or other jurisdictions against online
         casinos and/or their employees, and such proceedings could involve
         substantial litigation expense, penalties, fines, diversion of the
         attention of key executives, injunctions or other prohibitions being
         invoked against online casinos and/or their employees. Such proceedings
         could have a material adverse effect on the business, revenues,
         operating results and financial condition of our customers and us. In
         addition, as electronic commerce further develops, it too may be the
         subject of government regulation. Current laws, which pre-date or are
         incompatible with Internet electronic commerce, may be enforced or
         amended in a manner that restricts the electronic commerce markets. We
         intend to minimize these potential legal risks by continuing to conduct
         our Internet business from offshore locations that permit online gaming
         and by increasing our marketing efforts in Asia and other foreign
         jurisdictions that we feel are less inclined to impose adverse rules,
         regulations and laws. There is no assurance, however, that these
         efforts will be successful in mitigating the substantial legal risks
         and uncertainties associated with our Internet gaming related
         activities.

         Since 2002, the Attorney General of the State of New York has been
         successful in getting more than 10 major financial institutions,
         including Citibank and PayPal, one of the largest internet money
         transfer companies, to stop processing gambling transactions. While he
         has been generally unable to prosecute website operators, many of whom
         are offshore, and hard pressed to prosecute online gamblers, who are
         dispersed all over the globe, he has been more successful sealing off
         the financial pipeline connecting the two. Additionally, federal
         prosecutors from around the United States have threatened to prosecute
         on charges of aiding and abetting any businesses in the United States
         that provide advertising and financial services to internet casinos. As
         a result, several large media operations have stopped running
         advertisements for offshore casinos and other forms of internet
         gambling.

         A Class Action complaint was recently filed in the Superior Court of
         the State of California against Google, Yahoo, Overture and numerous
         other online content companies for accepting and placing advertising


                                       9
<PAGE>
                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (UNAUDITED)

         for online gambling companies, seeking relief based upon the fact that
         these companies aided and abetted illegal activities under California
         law by accepting advertising promoting such activities. The action is
         brought as a Private Attorney General Action seeking disgorgement of
         the advertising fees earned by such companies for the advertising, plus
         penalties and the listed plaintiffs include a gambler who claims to
         have lost in excess of $100,000, Indian Tribes of California who claim
         they lost out on gambling revenues they would have otherwise earned but
         for the online gambling activities that took away from their revenues
         and the State of California that lost out on taxation and other
         revenues they would have earned had such gambling activities occurred
         at the Indian Gambling locations in the State of California.

         Worldwide is a sub-licensor of online gaming software and is an
         administrator of the Equivest's online casino website. It does not own
         online casinos. The Company does not believe that Worldwide's
         operations are subject to regulations or laws governing the online
         gaming industry. However, given Worldwide's business relationship with
         Equivest, an owner of an online casino, no assurance can be given that
         any given jurisdiction will not take the position that we or Worldwide
         are subject to their regulations governing online gaming. Equivest,
         Worldwide's sole customer, owns an online casino that is subject to the
         laws of Costa Rica, where recently enacted legislation now requires a
         gaming license as a condition of conducting business. Licensing fees
         are currently imposed on a one-time basis but renewals may be required
         on an annual or other basis in the future. In any event, licensing
         requirements within Costa Rica now represent a significant increase in
         the cost of conducting online casino business.

         Baroda is engaged as an online gaming operator and is subject to the
         licensing requirements imposed by the Costa Rican government. Both
         Worldwide and Equivest currently operate their respective businesses
         under the gaming license of Baroda, pursuant to the terms of
         Worldwide's Commercial Sublease and Services Agreement with Baroda, as
         amended, despite the fact that we do not believe that Worldwide and
         Equivest are required to apply for and possess a license in their own
         names. To the extent that the Costa Rican government determines that a
         gaming license is required for Worldwide and Equivest to conduct their
         respective businesses, no assurance can be given that the Costa Rican
         government will permit Worldwide or Equivest to operate their
         businesses under the umbrella of Baroda's gaming license. Worldwide
         and/or Equivest may be required to obtain a gaming license as a
         condition of doing business in Costa Rica. Such a requirement could
         have a material adverse effect on our business and the business of
         Equivest, and could result in the termination of Worldwide's and
         Equivest's current operations.

NOTE 9   ACCRUED ROYALTY PAYABLE

         (A) MONTHLY ROYALTY PERCENTAGE

         Based on the previous month's adjusted monthly net win, the Company is
         subject to a payment equivalent to a percentage of the adjusted monthly
         net win payable to the software licensor, as stipulated in the software
         license agreement. As of June 30, 2004, the Company had accrued $21,049
         as a royalty payable.

                                       10
<PAGE>
                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (UNAUDITED)

         (B) COMMITMENT FOR MINIMUM ROYALTY PAYMENT

         Pursuant to the terms of the initial agreement, the Company had
         originally been committed to a minimum royalty payment of $10,000 per
         month. In May 2003, the Company entered into an amendment to its
         software license agreement. Under the terms of the amendment, effective
         May 1, 2003, the Company is committed to a minimum monthly royalty
         payment of $20,000 payable in cash as follows: 15% on adjusted net wins
         of $0 - $750,000, 13% on adjusted net wins of $750,001 - $1,500,000,
         and 12% on adjusted net wins exceeding $1,500,000. During the six
         months ended June 30, 2004, the software licensor received 15% of the
         adjusted net win in cash and the remaining amount to make up the
         difference through the simultaneous exercise of vested options (see
         Note 12(D)) and repayment by the Company in shares of common stock. Any
         amounts paid in stock through the exchange of options to the software
         licensor were based on a fixed exercise price of $0.035417 per share.
         During the six months ended June 30, 2004, the Company issued 1,062,173
         shares of common stock having a fair value of $38,916 in connection
         with this agreement to pay accrued royalty fees upon the exercise of
         these stock options.

         During the three and six months ended June 30, 2004, the Company
         incurred a royalty expense of $60,000 and $120,962, respectively.

NOTE 10  CUSTOMER DEPOSITS AND PAYOUTS DUE

         (A) CUSTOMER DEPOSITS

         During the six months ended June 30, 2004, the Company received funds
         from its online casino players to be used for online gaming activities.
         These deposits fluctuate due to customers depositing their opening
         balances to be used for gaming activities, any amounts deposited by the
         casino as promotional dollars, and the result of net house wins and
         losses against these balances. These balances remain current
         liabilities of the Company until they are classified as payouts due
         (see Note 10(B)) or recognized as earned revenues (see Note 2(C)). At
         June 30, 2004, the Company had customer deposits on hand of $21,719.

         (B) PAYOUTS DUE

         During the six months ended June 30, 2004, the Company received
         requests from its online casino players to refund their outstanding
         casino account balance. Such requests remain as current liabilities of
         the Company until funds are transferred back to the Casino player (see
         Note 10(A)). At June 30, 2004, the Company had payouts due of $5,660.

NOTE 11  LOAN PAYABLE - RELATED PARTY

During the six months ended June 30, 2004, the Company's landlord, a related
party, advanced working capital of $20,365 relating to corporate expenses paid
on behalf of the Company. The remaining loan balance was $24,800 at June 30,
2004. The loan advances were non-interest bearing, unsecured, and due on demand
(see Note 13).

                                       11
<PAGE>
                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (UNAUDITED)

NOTE 12  STOCKHOLDERS' EQUITY

         (A) CORPORATE HISTORY AND RECAPITALIZATION

         On January 20, 2003, the Board of Directors adopted a resolution to
         change its corporate name from iChance International, Inc. to AngelCiti
         Entertainment, Inc.

         On January 20, 2003, the Company acquired Worldwide Capital Management,
         S.A. ("Worldwide") in exchange for 504,000,000 of the Company's common
         shares. The transaction was accounted for as a recapitalization of
         Worldwide since the shareholders of Worldwide obtained an approximate
         88% voting interest and control of AngelCiti at that time. Pursuant to
         the recapitalization, for financial accounting purposes, the Company is
         deemed to have issued 68,160,000 common shares to the original
         stockholders' of AngelCiti Entertainment, Inc. Subsequent to the
         acquisition, the consolidated balance sheet of the Company consists of
         the assets and liabilities of Worldwide and the Company at historical
         cost. The consolidated operations consist of the historical operations
         of Worldwide and the operations of the Company from the acquisition
         date.

         (B) PREFERRED STOCK ISSUANCES

                  (i) SERIES A - VOTING AND NON-CONVERTIBLE

                  On February 26, 2003, the Board of Directors adopted a
                  resolution to authorize 50,000 shares of voting preferred
                  stock, Series A, $0.001 par value. Under the terms of the
                  preferred stock, Series A, each share of this preferred stock
                  can vote in a ratio of 20,000 shares of common stock for each
                  share of preferred stock held. The holders of preferred stock,
                  Series A, have no stated liquidation rights senior to the
                  Company's common stock or any other class of preferred stock.

                  On April 15, 2004, the Company issued an aggregate of 6,000
                  shares of Series A, preferred stock to two separate officers
                  as compensation for past services. As there was no objective
                  evidence of value for the Series A, preferred shares, the
                  Company valued the transaction at the estimated value of
                  services received totaling $20,000. This compensation is
                  included as a component of general and administrative expenses
                  along with other compensation.

                  On April 15, 2004, Omega entered into a stock purchase
                  agreement with two separate officers of AngelCiti. Under the
                  terms of the agreement, Omega sold an aggregate 14,000 shares
                  of Series A, preferred stock in AngelCiti to these two
                  separate officers in exchange for an aggregate $200,000 and
                  the return of an aggregate of 1,000,000 shares of common stock
                  held by affiliates of these two separate officers. The shares
                  returned were cancelled and retired and remain available for
                  future reissuance. The shares of common stock were valued at
                  the quoted trading market price on the date of the agreement,
                  which was $.05 for aggregate consideration of $50,000. Total
                  consideration was $250,000 (see Note 13).

                                       12
<PAGE>
                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (UNAUDITED)

                  As of June 30, 2004, the Company had 20,000 shares of Series
                  A, preferred stock issued and outstanding.

                  (ii) SERIES B - CONVERTIBLE AND NON-VOTING

                  On February 26, 2003, the Board of Directors adopted a
                  resolution to authorize 100,000 shares of non-voting
                  convertible preferred stock, Series B, $0.001 par value. Under
                  the terms of conversion, one share of preferred stock is
                  convertible at the ratio of 24,000 shares of common stock for
                  each share of preferred stock held. The holders of preferred
                  stock, Series B, have liquidation rights senior to the
                  Company's common stock. Convertible preferred stock, Series B,
                  is not entitled to receive any dividends. In the event of a
                  consolidation, merger or recapitalization there will be an
                  adjustment ratio regarding the convertible preferred stock,
                  Series B.

                  As of November 10, 2003, the Company had issued 94,472 shares
                  of convertible preferred stock, Series B ("collateral") in
                  connection with a collateral loan agreement and promissory
                  note. Equivalent common shares were 2,267,328,000. Under the
                  terms of the agreement, the Company issued these preferred
                  shares to an escrow agent as collateral to secure future debt
                  financing with an unrelated third party. Upon satisfaction of
                  all principal and related accrued interest, the lender would
                  be required to return the collateral to the Company. In the
                  event of any default on the loan, the lender could convert the
                  collateral; however, there is no additional recourse against
                  corporate assets. The collateral was not transferable. At June
                  30, 2004, there were no amounts due under the terms of this
                  agreement and no funds were available to the Company.
                  Management notes that this financing arrangement was not
                  consummated. For financial statement purposes, the collateral
                  is not considered to be issued and outstanding due to the
                  related unresolved contingency and accordingly is excluded
                  from any calculation of diluted earnings per share.

                  In November 2003, the Company cancelled the 94,472 preferred
                  shares previously held in escrow and entered into a letter of
                  intent with FinanzInvest, Ltd. in which 49,020 shares of
                  Series B, Convertible Preferred stock was issued. As of June
                  30, 2004, the Company had not yet drawn down any funds
                  pursuant to the agreement. The following is a summary of the
                  expected terms of the new financing agreement:

                     o  Promissory Note Date: Date of 1st draw

                     o  Closing: 1st date at which funds are advanced by lender
                        to the Company (This has not yet occurred as of June 30,
                        2004)

                     o  Amount of Credit Facility: $2,430,000, Their have been
                        no advances as of the date of the consolidated financial
                        statements (see Note 16)

                     o  Term: 5 years

                     o  Collateral: 49,020 shares of Series "B", Convertible
                        Preferred Stock (These shares have been transferred to
                        an escrow account under the terms of the letter of
                        intent)

                                       13
<PAGE>
                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (UNAUDITED)

                     o  Terms of conversion: One share of preferred is
                        convertible to 24,000 shares of common stock, this is an
                        equivalent of 1,176,480,000 shares of common stock (The
                        Company will adopt a board resolution to increase the
                        authorized common stock of the Company to comply with
                        the potential common stock equivalents that would be
                        issuable upon default)

                     o  Interest Rate: LIBOR plus 4%, to be adjusted as LIBOR
                        changes

                     o  Repayment Terms: Interest only during 1st 24 months
                        subsequent to closing, provided that the Company is not
                        in default under the terms of the agreement, the
                        remainder of the term, Company shall make payments of
                        principal and interest as described in the agreement

                     o  Commitment Fees: 10% of gross funds advanced to be
                        deducted in the net advance to the Company, these fees
                        are deemed to be earned and non refundable

                     o  Default provisions: Company shall pay lender upon demand
                        an amount of interest owed equal to the minimum monthly
                        interest payment multiplied by the number of months of
                        the term

                     o  Any outstanding fees owed as commitment fees would
                        become immediately due and payable

                     o  Company shall pay lender a single fee of 10% of the
                        outstanding balance owed to the lender

                     o  Company immediately will amend the certificate of
                        designation and the preferences for the Series "B",
                        Convertible preferred stock and provide the lender the
                        same voting rights inherent in the Company's common
                        stock

                     o  Warrant Agreement: Lender will be entitled to this
                        additional compensation, however, not yet determined as
                        of the date of these consolidated financial statements

                     o  Security Interest: Lender has been granted first
                        priority lien and security interest in the collateral

                     o  Possession and Control of Collateral: The lender, or its
                        designee or transferee shall have possession of the
                        Collateral, Company bears risk of loss, the preferred
                        series B shares are currently being held in escrow

                     o  Shareholder Consent: Required within 120 days to ratify
                        all terms of the agreement

                     o  Common Stock: Within 120 days from closing, the Company
                        shall authorize an amount of common stock into which the
                        lenders Series "B", Convertible Preferred Stock may
                        convert in the event of default, the Company shall have
                        30 days from closing to provide lender with Officer's
                        certificate and any other related documentation
                        evidencing the lenders right to vote their Series "B",
                        Preferred Shares

                     o  Other: The Company shall have thirteen months from
                        closing to obtain key man life insurance on the
                        Company's CEO or other officer at the lenders choosing,
                        naming the lender as beneficiary in an amount equal to
                        the proposed maximum aggregate amount of the credit
                        facility

                     o  Prior to closing or within 120 days, Company shall cause
                        its attorneys to issue a legal opinion requesting that
                        the transfer agent, in the event of default, issue
                        common shares in the name of the lender

                                       14
<PAGE>
                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (UNAUDITED)

                     o  Upon the earlier of six months subsequent to the closing
                        or any event of default, Company shall file a
                        registration statement with the SEC for the common stock
                        issuable upon any exercise of the warrants

         (C) COMMON STOCK ISSUANCES

         During January 2004, the Company received $26,719 on a stock
         subscription receivable.

         On May 19, 2004, the Company issued 8,500,000 shares of common stock at
         $0.025 for consulting services having a fair value of $212,500. The
         basis for valuation of the shares issued are pursuant to the terms of
         the consulting contract (See Note 12(F)(i)).

         On May 19, 2004, the Company issued 3,000,000 shares of common stock at
         $0.025 for legal services having a fair value of $75,000 The basis for
         valuation of the shares issued are pursuant to the terms of the
         consulting contract (see Note 12 (F)(ii)).

         During the six months ended June 30, 2004, the Company issued
         60,395,676 shares of Regulation "S" stock. Pursuant to the Regulation
         "S" offering, the Company received proceeds for the sale of common
         stock based on the closing bid price at the date of issue times a floor
         price of $0.24 per share multiplied by a factor of 20.45%. During 2004,
         the Company, at its discretion waived the floor price in connection
         with the exercise price per share amount. During the six months ended
         June 30, 2004, all Regulation "S" stock issuances had an exercise price
         ranging from $0.01 to $0.07 per share. Proceeds from the issuance of
         common stock, net of related offering costs were $480,097. The Company
         paid $177,893 attributed to broker commissions (see Note 12(E)).

         During the six months ended June 30, 2004, a vendor exercised stock
         options in connection with accrued royalties owed to the software
         vendor, and the Company issued 1,062,173 shares of common stock
         (included in the 60,395,676 shares discussed above) having a fixed
         exercise price of $0.035417 and fair value of $38,916 (see Note 12(D)).

         Additionally, 450,000 shares of common stock remain issuable at June
         30, 2004.

         (D) STOCK OPTIONS

         In June 2002, under the terms of a software license agreement, the
         Company granted an option to purchase 450,000 shares of common stock to
         the software licensor. The exercise price was the lower of (a) $0.30
         per share or (b) the lowest share price granted or issued to any other
         party following the date of the signed agreement for the software
         purchase. These options will vest on the earlier of the closing of the
         Company's initial public offering or change in control of the Company.
         In connection with SFAS No. 123 and due to the inability to estimate
         the fair market value of the options since certain terms are contingent
         on future events, the Company has used the intrinsic value method to
         estimate the fair value of the options granted. The difference between
         the intrinsic value estimate and fair value estimate was not material.
         The following assumptions were used at the date of grant:

                                       15
<PAGE>
                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (UNAUDITED)

                  Fair value based on recent cash offerings    $   0.50
                  Exercise price (lower of (a) or (b) above)       0.30
                                                               --------
                  Differential                                 $   0.20
                                                               --------

                  Total Shares (pre-split)                      450,000
                                                               --------

                  Fair value                                   $ 90,000
                                                               ========

         In May 2003, ("the Amendment Date") the Company entered into an
         amendment to the software license agreement. Under the terms of the
         amendment, the 450,000 options granted were increased to 10,800,000
         options (due to the effect of the 6 for 1 and 4 for 1 forward splits
         (see Note 12 (C)) with an exercise price of $0.035417. The Amendment
         further defined the initial public offering as the date at which the
         Company's stock became publicly traded which was January 20, 2003. As a
         result of the Amendment, the 10,800,000 options became fully vested on
         the Amendment Date and the Company amortized $90,000 of the deferred
         license fee. In connection with the stock option exercises, the Company
         has 7,569,005 options remaining that can be exercised under the terms
         of the arrangement.

         The Company also granted an option to purchase $415,000 worth of common
         stock to the software licensor. The exercise price is the lower of 50%
         of (a) the closing price on the date which the Company undergoes an
         initial public offering or (b) such closing price on each vesting date,
         with one-third of such options vesting each on the 6th, 12th and 18th
         months following such initial public offering.

         According to EITF 96-18, the measurement date (February 26, 2002), is
         determined to be the date in which the software was delivered for use.
         Since the terms of this stock purchase indicate a performance
         commitment (future initial public offering), and an unknown exercise
         price, the Company used the intrinsic value method to estimate the fair
         value of the options granted. The difference between the intrinsic
         value estimate and fair value estimate was not material. The following
         assumptions were used at the date of grant:

                  Total value of common stock                        $415,000
                  Divided by the fair value
                    based on recent cash offering                        0.50
                                                                     --------

                  Equivalent shares                                   830,000
                                                                     --------
                  Fair value based on recent cash offering           $   0.50
                  Exercise price (lower of (a) or (b) above)             0.25
                                                                     --------
                  Differential                                           0.25
                  Total shares                                        830,000
                                                                     --------

                  Fair value                                         $207,500
                                                                     ========

         In connection with the May 2003 amendment to software license, the
         Company established the vesting dates as July 20, 2003, January 20,


                                       16
<PAGE>
                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (UNAUDITED)

         2004, and July 20, 2004. The Company will amortize a license fee
         expense in the amount of $69,167 on each of these dates until the
         deferred license fee has been fully recognized and charged to
         operations.

         During the six months ended June 30, 2004 and 2003, the Company has
         amortized and charged to operations $69,167 and $90,000, respectively,
         of the deferred license fees with deferred fees of $69,167 at June 30,
         2004.

         (E) OFFERING COSTS - REGULATION "S" STOCK

         During 2003, the company entered into a Regulation "S" purchase
         agreement with a broker. Under the terms of the agreement, the Company
         initially receives 100% of the gross sales proceeds from the Regulation
         "S" stock sales, and then reimburses the broker 65% of the gross
         proceeds reflecting sales commissions. The net effect is that the
         Company retains 35% of the gross proceeds. The amounts paid as
         commissions are classified as offering costs and are offset directly
         against the gross proceeds with a charge to additional paid in capital
         (see Note 12(C)).

         (F) DEFERRED COMPENSATION

                  (i)  ADVERTISING AGREEMENT

                       On May 19, 2004, the Company entered into a one year
                       agreement with a service provider to provide certain
                       consulting services to the Company. Specifically,
                       marketing for the Company's online gaming operations and
                       increasing traffic to related online gaming websites.

                       The Company paid and issued 8,500,000 shares of common
                       stock at a fair value of $0.025 per share aggregating
                       $212,500. The services are being amortized ratably over
                       the term of the agreement. As a result, the Company
                       charged $17,708 to operations for the three and six
                       months ended June 30, 2004 leaving a deferred
                       compensation balance of $194,792 (see Note 12(C)).

                  (ii) LEGAL AGREEMENT

                       On May 19, 2004, the Company entered into a one year
                       agreement with a service provider to provide certain
                       legal and advisory services, including guiding the
                       Company in structuring its corporate structure in
                       connection with ongoing corporate transactions.

                       The Company paid and issued 3,000,000 shares of common
                       stock at a fair value of $0.025 per share aggregating
                       $75,000. The services are being amortized ratably over
                       the term of the agreement. As a result, the Company
                       charged $6,250 to operations for the three and six months
                       ended June 30, 2004 leaving a deferred compensation
                       balance of $68,750 (see Note 12(C)).

                       Total deferred compensation at June 30, 2004 is $263,542.

                                       17
<PAGE>
                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (UNAUDITED)

NOTE 13  RELATED PARTY TRANSACTIONS

During January 2004, the Company received $18,549 as payment in full from a loan
receivable with a related party.

On April 15, 2004, Omega entered into a stock purchase agreement with two
separate officers of AngelCiti (see Note 12(B)(i)).

During the six months ended June 30, 2004, the Company's landlord, a related
party, advanced working capital of $20,365 relating to corporate expenses paid
on behalf of the Company (see Note 11).

On July 16, 2004, Midas acquired its sole wholly-owned subsidiary, Creative
Millenium Ventures, S.A. ("Creative") from an affiliate of AngelCiti's president
(see Notes 3, 5 and 17).

NOTE 14  COMBINATION OF ENTITIES UNDER COMMON CONTROL

On September 30, 2003, the Company acquired FNC in exchange for nominal
consideration. At the time of the transaction, the sole director, officer, and
shareholder of FNC was the Company's President. The acquisition was accounted
for as a combination of entities under common control at historical cost.

In May 2003, the Company entered into a payment processing agreement with FNC.
Under the terms of the agreement, FNC provided payment processing services to
the Company, which included processing transactions for the Company related to
casino operations, and payment for various corporate expenses that were required
to be reimbursed. In exchange for receiving these services, no cash or non-cash
compensation for these services was paid by the Company to FNC since FNC
considered that the increase in volume for such transactions for its operations
would provide it valuable exposure to certain of FNC's service providers.
Ultimately, the increased volume transacted between FNC, and its service
providers on behalf of the Company would lead to reduced rates for future
services with these providers for the Company, and FNC believes this will serve
as fair consideration for this transaction.

NOTE 15  SOFTWARE CONCENTRATION

The Company depends primarily on its licensed software product for its online
gaming casino. Any loss of the license or use of this software could have an
adverse material effect on the operations of the Company.

NOTE 16  GOING CONCERN

As reflected in the accompanying consolidated financial statements, the Company
has a net loss of $252,127 and net cash used in operations of $119,546 for the
six months ended June 30, 2004 and an accumulated deficit of $1,709,935 at June
30, 2004. The ability of the Company to continue as a going concern is dependent


                                       18
<PAGE>
                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2004
                                   (UNAUDITED)

on the Company's ability to further implement its business plan, raise capital,
and generate additional revenues. The Company entered into a financing agreement
with FinanzInvest, Ltd., which may provide a source of funding totaling
$2,430,000 (see Note 12(B)(ii). The consolidated financial statements do not
include any adjustments that might be necessary if the Company is unable to
continue as a going concern.

NOTE 17  SUBSEQUENT EVENTS

On July 16, 2004, Midas acquired its sole wholly owned subsidiary, Creative
Millenium Ventures, S.A. ("Creative") from an affiliate of AngelCiti's president
(see Notes 3, 5 and 13).

During the period from July 1, 2004 through August 4, 2004, the Company issued
4,113,000 shares of Regulation "S" stock. Pursuant to the Regulation "S"
offering, the Company received proceeds for the sale of common stock based on
the closing bid price at the date of issue times a floor price of $0.24 per
share multiplied by a factor of 20.45%. During 2004, the Company, at its
discretion waived the floor price in connection with the exercise price per
share amount. During the period from July 1, 2004 through August 4, 2004, all
Regulation "S" stock issuances had an exercise price ranging from $0.003 to
$0.06 per share. Proceeds from the issuance of common stock, net of related
offering costs were $32,850.

                                       19


<PAGE>

Item 2. Management's Discussion and Analysis or Plan of Operation.


MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINCNAIAL CONDITION AND RESULTS OF
OPERATION

In January of 2003, we purchased all of the shares of Worldwide Management, SA
("Worldwide"). Worldwide commenced its operations in May of 2002 as a
wholly-owned subsidiary of another entity. Worldwide had become our sole
operating business, as our previously formulated business plan had been
abandoned and all previously conducted operations had been discontinued.
Quarterly reports that we have filed with the United States Securities and
Exchange Commission ("SEC") for previous years have been presented comparing our
operations on a consolidated basis with the operations of our operating
subsidiary alone. This Report presents our consolidated operations on a year to
year basis.

For the three and six month periods ending June 30, 2004, we processed
$8,442,380 and $20,325,767 in gaming transactions, respectively, as contrasted
with gaming transactions of $16,014,916 and $32,718,939 for the same periods of
last year. Despite the 47% and 38% decreases in three and six month period
processed gaming transactions, our net casino revenues decreased only 9.5% on a
year to year basis, to $181,973 from $200,989, for the three months ending June
30, 2004 and 5.8% on a year to year basis, to $496,095 from $526,519 for the six
months ending June 30, 2004. While a lower dollar amount of transactions were
processed on a year to year basis, our overall win percentage improved. This
relationship is reflected in our net casino revenue to handle ratio, which
decreased slightly to approximately 2.15% from 2.44% on a year to year basis for
the three month period ending June 30, 2004 but increased markedly to 3.1% from
1.61% on a year to year basis for the six month period ending June 30, 2004. Our
revenues have been hurt by our ability to effectively market our client's
on-line casinos. We feel that our inability to do so is attributable to the
chilling effect that United States regulations may have on online search engines
and other advertisers of online gaming play as well as our inability to attract
and retain qualified marketing personnel. No assurance is given that we will be
able to attract and retain effective marketing personnel. Even if we do so, the
possible effects or threats of government regulation may continue to hurt our
revenues and results of operations. While we are pleased with the six month year
to year growth in our net casino revenue to handle ratio, we can never be
assured that such growth will continue, as indicated by the decrease in this
ratio during the second quarter of this year.

Our revenues are generated as a result of an agreement that provides for our
administration of the online casino owned by Equivest Opportunity Fund, an
unrelated third party ("Equivest"), and the sub-licensing of gaming software to
Equivest. Pursuant to this agreement, we receive a fee based upon the revenue
generated by the casino's on-line play. We, in turn, pay out a percentage of
that fee to our software provider/licensor. We are not actively pursuing other
on-line casino customers. Rather, we are directing our efforts towards the
direction of

                                       20
<PAGE>

additional players to Equivest's on-line casino site. The agreement that we have
with Equivest provides for us to earn revenues based upon a percentage of
Equivest's net casino winnings. Our revenue stream is therefore generally
dependent upon the success of Equivest's on-line casino operations and, more
specifically, on its ability to get paid by the customers that place wagers with
its on-line casino. Our overall success and viability are therefore directly
dependent upon the success of Equivest and its gaming website. The cessation of
Equivest's on-line casino operations would eliminate our sole source of
revenues.

The principal software product that we sub-license is an on-line gaming product
owned by Real Time Gaming ("RTG"). We sub-license this product pursuant to a
renewable one-year software license agreement entered into with Montana
Overseas, SA ("Montana"), RTG's licensing agent. Given our lack of funding to
cover the high cost of developing and maintaining our own proprietary software
and fierce competition among software developers, which we believe has led to
more reasonable pricing and terms, we do not have any immediate plan to develop
our own proprietary software. The incorporation of new sublicensed products into
our operations could also require a significant amount of time and funding. We
cannot be certain that we will ever have the staff or resources needed to
develop proprietary software or incorporate new sub-licensed products into our
operations in the future. Until we have the resources and staffing necessary to
develop proprietary gaming software or incorporate other licensed products into
our operations, we will remain dependant upon the success and ongoing viability
of Montana and the RTG Software.

We have never operated at a profit. Despite the increase in our net casino
revenue to handle ratio, our net casino revenue decreased to $181,973 and
$496,095 for the three and six month periods ending June 30, 2004 from $200,989
and $526,519 for the same periods of 2003. Despite the decrease in our net
casino revenue, our operating losses decreased to $169,963 and $269,312 for the
three and six month periods ending June 30, 2004 from $383,835 and $507,588 for
the same periods of last year as a result of the improved management of our
ongoing expenses.

Our marketing, advertising and affiliate commission expenses decreased
approximately 55.9% and 53.6% to $79,771 and $134,719 for the three and six
month periods ending June 30, 2004 from $181,035 and $290,437 for the three and
six month periods of last year. This decrease is attributable to several
factors, including but not limited to following:

            i) We had lost the services of our marketing manager in February
2004, had not filled the position until July 2004, and had not engaged any major
marketing campaigns during this period; and

            ii) We had lost some of our more consistent affiliates that were
driving traffic to the website we administer.

                                       21
<PAGE>

Our rent expense and general and administrative expenses decreased significantly
to $1,701 and $142,333, respectively and $3,386 and $272,291, respectively, for
the three and six month periods of last year from $15,724 and $143,110,
respectively, and $36,449 and $309,005, respectively, for the same period of
last year, reflecting the revised terms of our Sublease and Services Agreement
with our Landlord.

Consulting fees decreased to $46,489 and $61,489 for the three months ending
June 30, 2004 from $70,600 and $100,000 for the same periods of last year.
Consulting fees for the three and six month period ending June 30, 2004 included
fees of $5,000 per month paid to Lawrence Hartman, Chief Executive Officer of
Omega Ventures, Inc. ("Omega"), which had formerly held a controlling interest
in our securities and did not include consulting fees that had previously been
paid in connection with financial consulting or investor relations. Mr. Hartman
now renders services to us for a fee of $5,000 per month. We intend to continue
to pay consulting fees to Mr. Hartman for services that he renders to us through
the end of this calendar year and may continue to do so thereafter. The
remainder of consulting fees incurred during the second quarter of this year
were paid in connection with a marketing agreement that we had entered into. We
are evaluating the services that have been rendered to us in connection with
this agreement. In the event this agreement is not renewed, we will need to
devote significant resources to alternative marketing efforts. As we are still
dependent upon outside financing to remain in business, we may also retain the
services of financial consultants in the future and pay them consulting fees for
their services. However, we have no current plans to do so.

Despite the improved management of the foregoing expenses, our royalty expense
increased to $60,000 and $120,962 for the three and six month periods ending
June 30, 2004 from $32,460 and $85,816 for the same periods of last year. The
increase was due, in part, from a revision in the terms of the licensing
agreement with our software provider that became effective in May 2003, which
increased the minimum monthly royalty payments that we had to make. The revised
agreement provided for a portion of our royalty fees to be payable with our
common stock. Said shares were purchased upon exercising immediately vesting
stock options. The license expense incurred in the first two quarters of 2004
included the recognition of $69,167 of deferred license fees, respectively, that
had been paid to our software licensor. The final license fee installment of
$69,167 had been paid to our licensor in July 2004.

Worldwide, our wholly owned subsidiary, subleases office space pursuant to a
Commercial Sublease and Services Agreement with Commercial LT Baroda, a company
controlled by our two executive officers ("Baroda"). Pursuant to this agreement,
Baroda allows us to utilize space in Canada to house our servers, provides us
with telephone, bandwidth, personnel, accounting, human resources, licensing and
other services needed for us to sustain our business. While we feel that we
would be able to find and lease substitute office space should such a need
arise, it is unlikely that we would find a landlord willing to provide the space
and services provided to us by Baroda. As a result, our operations are dependent
upon the ongoing success and viability of Baroda.

                                       22
<PAGE>

Government Regulation

On-line casino operations are generally subject to applicable laws in the
jurisdictions in which they offer services. As the winnings of Equivest's
on-line casino operations represent our sole source of revenues, such
regulations can and do have a material effect on our operations. Moreover, given
the nature of our operations, we may be directly subject to such regulation as
well.

While some jurisdictions have attempted to restrict or prohibit Internet gaming,
other jurisdictions, such as several Caribbean countries, Australia and certain
Native American territories, have taken the position that Internet gaming is
legal and/or have adopted or are in the process of reviewing legislation to
regulate Internet gaming. As companies and consumers involved in Internet gaming
are located around the globe, there is uncertainty regarding exactly which
government has jurisdiction or authority to regulate or legislate with respect
to various aspects of the industry. Furthermore, it may be difficult to identify
or differentiate gaming-related transactions from other Internet activities and
link those transactions to specific users, in turn making enforcement of
legislation aimed at restricting Internet gaming activities difficult. The
uncertainty surrounding the regulation of Internet gaming could have a material
adverse effect on the business, revenues, operating results and financial
condition of our customers and us.

On March 8, 2001, the government of the United Kingdom ("UK") announced that
effective January 1, 2001, the current 6.75% "betting duty" that it passed onto
a player, and 9% "total betting duty" would be eliminated. The UK government
believed that this tax reform was necessary for UK companies to compete with the
offshore market, which already offers bettors "duty free" gambling, and to help
regulate the UK bookmaking industry. The reform is also intended to bring home
major UK bookmakers who have fled to offshore tax havens such as Gibraltar,
Malta, Antigua and Alderney. As a result of this legislation, a UK government
issued "Bookmakers Permit" is required to accept wagers and UK based bookmakers
may now operate Internet bookmaking websites without collecting the betting
duty. These reforms are expected to make the UK a significant hub of gaming. It
is anticipated that their official entry into online gaming could put pressure
on the United States and other governments towards regulating the industry.

In the future, governments in the United States or other jurisdictions may adopt
legislation that restricts or prohibits Internet gambling. We feel that there is
little legal guidance that can be offered with respect to the regulation of
on-line casinos. A Federal court case in Louisiana ruled that on-line casinos
are not violative of federal law. This ruling was upheld on appeal. After
several unsuccessful attempts in 1998, the United States Senate passed a bill
intended to prohibit and criminalize Internet gambling (other than certain state
regulated industries) in November 1999. A similar bill failed to pass the House

                                       23
<PAGE>

of Representatives. In 2002, Senator Goodlatte sponsored a bill to prohibit
on-line gambling, which once again did not pass through Congress. A similar bill
designed to make processing on-line gaming transactions a criminal offense was
passed by the US House of Representatives committee on Finance and is expected
to come to a full vote in the House. The United States Department of Justice has
expressed certain reservations regarding some of the language and provisions
contained in the House Finance Committee Bill, which would still need to be
reconciled with a related Senate Bill and subsequently signed by the President
before it could become law. No assurance can be given that such a bill will not
ultimately be enacted and become law. In addition, current U.S. federal and
state laws could be construed to prohibit or restrict on-line gaming and there
is a risk that governmental authorities could view on-line casinos as having
violated such laws. The government of Antigua has recently brought suit against
the United States federal government in an effort to prevent legislation that
would impact online gaming companies that operate out of Antigua. Several state
Attorneys General and court decisions have upheld the applicability of state
anti-gambling laws to Internet casino companies. Accordingly, there is a risk
that criminal or civil proceedings could be initiated in the United States or
other jurisdictions against on-line casinos and/or their employees, and such
proceedings could involve substantial litigation expense, penalties, fines,
diversion of the attention of key executives, injunctions or other prohibitions
being invoked against on-line casinos and/or their employees. Such proceedings
could have a material adverse effect on the business, revenues, operating
results and financial condition of our customers and us. In addition, as
electronic commerce further develops, it too may be the subject of government
regulation. Current laws, which pre-date or are incompatible with Internet
electronic commerce, may be enforced in a manner that restricts the electronic
commerce markets. Any such developments could have a material adverse effect on
our business, revenues, operating results and financial condition as well as the
business, revenues, operating results and financial condition of our customers.
We intend to minimize these potential legal risks by continuing to conduct our
Internet business from offshore locations that permit on-line gaming and by
increasing our marketing efforts in Asia and other foreign jurisdictions that we
feel are less inclined to impose adverse rules, regulations and laws. There is
no assurance, however, that these efforts will be successful in mitigating the
substantial legal risks and uncertainties associated with our Internet gaming
related activities.

A Class Action complaint was recently filed in the Superior Court of the State
of California against Google, Yahoo, Overture and numerous other on-line content
companies for accepting and placing advertising for on-line gambling companies,
seeking relief based upon the fact that these companies aided and abetted
illegal activities under California law by accepting advertising fees and
otherwise promoting such activities. The action is brought as a Private Attorney
General Action seeking disgorgement of the advertising fees earned by such
companies for the advertising, plus penalties. The listed plaintiffs include a
gambler who claims to have lost in excess of $100,000, Indian Tribes of
California who claim they lost gambling revenues they would have otherwise
earned but for the on-line gambling activities that took away from their
revenues, and the State of California, that lost taxation and other revenues
they would have earned had such gambling activities occurred at the Indian
Gambling locations in the State of California. We cannot predict the outcome of
this matter. However, if search engines can no longer direct players to the
sites that we administer, our results of operations would be significantly and
adversely affected.

                                       24
<PAGE>

Worldwide is a licensor and developer of on-line gaming software and is an
administrator of the Equivest on-line casino websites. It does not own on-line
casinos. We do not believe that Worldwide's operations are subject to
regulations or laws governing the on-line gaming industry. However, given
Worldwide's business relationship with Equivest, an owner of on-line casinos, no
assurance can be given that any given jurisdiction will not take the position
that we or Worldwide are subject to their regulations governing on-line gaming.
Equivest, Worldwide's sole customer, owns on-line casinos that are subject to
the laws of Costa Rica, where recently enacted legislation now requires a gaming
license as a condition of conducting business. Licensing fees are currently
imposed on a one-time basis but renewals may be required on an annual or other
basis in the future. In any event, licensing requirements within Costa Rica now
represent a significant increase in the cost of conducting on-line casino
business.

Although we believe that the operations of Worldwide do not require a gaming
license, both Worldwide and Equivest currently operate their respective
businesses under the gaming license of Baroda, pursuant to the terms of
Worldwide's Commercial Sublease and Services Agreement with Baroda, as amended.
Baroda is also engaged as an on-line gaming operator and is subject to the
licensing requirements imposed by the Costa Rican government. To the extent that
the Costa Rican government determines that a gaming license is required for
Worldwide to conduct its business, no assurance can be given that the Costa
Rican government will permit Worldwide to operate its business under the
umbrella of Baroda's gaming license. Additionally, no assurance can be given
that the Costa Rican government will permit Equivest to operate its business
under the umbrella of Baroda's gaming license. Worldwide and/or Equivest may be
required to obtain a gaming license as a condition of doing business in Costa
Rica. Such a requirement could have a material adverse effect on our business
and the business of Equivest, and could result in the termination of Worldwide's
and Equivest's current operations.

LIQUIDITY AND CAPITAL RESOURCES

We have never operated at a profit. However, as of June 30, 2004, we had cash of
$226,022 and had working capital of $188,843 at that date. As of December 31,
2003, we had cash of $118,363 and had working capital of $23,590. Our cash
position and net working capital resulted from the ongoing offshore sale of our
securities as well as the reduction of our cash expenses. No assurance is given
that we will be able to raise additional capital or maintain or reduce the level
of our cash expenses in the future.

While we strive to increase our operations and attain a level of profitability,
we have been forced to rely on additional investment capital and loans from
affiliates to remain in business. Towards this end, we have raised $1,130,597
during the year ending December 31, 2003, net of commissions, pursuant to a
Regulation S offering, during the course of which we sold 73,858,655 of our post
split restricted common shares. From January 1, 2004 though June 30, 2004 we

                                       25
<PAGE>

sold 60,395,676 of said shares and raised net proceeds of $480,097, after
deducting all broker commissions and/or concessions.

Some shares that had been sold pursuant to this Regulation S offering carry
registration rights that require us to include all or a portion of these shares
in any registration statement that we file with the SEC under certain
circumstances. Additionally, throughout most of the year ending December 31,
2003, our operating losses had been funded by loans from Baroda. These loans had
been paid in full from proceeds raised from our ongoing Regulation S. Offering.
No assurance can be given that Baroda will make loans to us in the future should
we need them.

Until we can sufficiently grow our business operations and generate additional
revenues, we will continue to be dependent upon additional financings to remain
in business. We have entered into various agreements that we hope will provide
for our funding from domestic and/or foreign sources. These agreements generally
provide for the payment of up-front expenses but do not provide for a firm
commitment to provide financing. As these agreements are entered into on a "best
efforts" basis, no assurance can be given that we will ever receive funding from
the efforts of those parties with whom we have contracted. During the fourth
calendar quarter of 2003, we entered into a Loan and Security Agreement with an
unrelated third party (the "Loan Agreement") that provides for a credit facility
of up to $2,430,000 that may be distributed in one or more draws. However, the
Loan Agreement is entered into on a best efforts basis and the lender is not
obligated to advance any funds to us. Moreover, we cannot be certain that the
lender has available funds to loan us. Our obligations under the Loan Agreement
are to be secured by 49,020 shares of our Series B Convertible Preferred shares.
Upon the uncured default of our obligations to this lender, these shares, if
fully converted into our common shares, would represent 1,176,480,000 of our
common shares and would provide the lender with voting control of our management
and of our business. As of the date of the Report, this financing facility and
agreement are still in effect. However, we have not drawn any funds against this
credit facility and no shares have been delivered to this lender as collateral.

The Loan Agreement, by its terms, prohibits us from issuing any additional
shares, including those that we have been issuing pursuant to our Regulation S
offering, without the lender's consent. The lender has verbally consented to the
continuation of our ongoing Regulation S offering. However, until we receive its
written consent, we are at risk that the lender may subsequently consider us in
default of the Loan Agreement.

The Loan Agreement requires us to, among other things, increase our authorized
capital, register underlying common stock that would be issued to the lender in
connection with its exercise of certain warrants and pay the lender an
origination fee equal to 10% of each advanced draw. The foregoing terms are
costly and may have an adverse effect on our ability to repay the loan and
prevent a change in control of our management. Moreover, the loan subjects us to
certain affirmative and negative covenants, which if violated, would give rise
to our default and possible change in control.

                                       26
<PAGE>

Our success will ultimately be dependent upon our ability to generate sufficient
cash flow to meet our obligations on a timely basis, as we cannot be certain
that we will be able to continue to raise funds in the debt or equities markets
at terms that are satisfactory to us. If we cannot generate sufficient cash flow
or raise additional proceeds, we may be required to delay or scale back our
operations, which could have a material adverse effect on our business,
financial condition and results of operations.

We believe that we have sufficient cash on hand to remain in business over the
next six month period. While we are hopeful that our on-line gaming operations
will generate positive cash flow by the second half of 2004, we cannot be
certain that we can attain profitability within this time frame, if at all. To
the extent that we cannot do so, we will be required to rely upon funds that we
have raised, as well as additional financing to continue our operations. If the
funds that we have raised are exhausted before we attain a level of positive
cash flow and we are not able to secure additional financing, we would be forced
to curtail or cease our operations.

FUTURE EXPENDITURES

We do not currently envision the purchase or sale of plant or significant
equipment, have no plans to incur research and development costs and anticipate
that our staffing requirements will remain as they are.

Our future capital expenditures will depend upon our ability to generate
revenues or additional investment capital if our revenues are not sufficient.
If, and to the extent that we are successful in generating net revenues or
raising investment capital, our future expenditures will be applied towards
salaries for additional administrative and executive employees, software
upgrades, marketing and advertising expenses and for general working capital
purposes.

Item 3. Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that
information required to be disclosed in reports filed under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the specified time periods. As of the end of the period covered
by this Report, our Chief Executive Officer and Chief Financial Officer
evaluated the effectiveness of our disclosure controls and procedures and
internal control over financial reporting. Based on the evaluation, which
disclosed no significant deficiencies or material weaknesses, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures and internal controls over financial reporting have been
designed and are being operated in a manner that provides reasonable assurance
that the information required to be disclosed by us in reports filed under the

                                       27
<PAGE>

Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
and reported within the time periods specified in the SEC's rules and forms. A
system of controls, no matter how well designed and operated, cannot provide
absolute assurance that the objectives of the systems of controls are met, and
no evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within a company have been detected. There were
no changes in our disclosure controls and procedures or internal control over
financial reporting that occurred during the quarter covered by this Report that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.

                           PART II. OTHER INFORMATION

Item 1. Legal Proceedings

In September of 2003, the Company and its officers and directors were named as
defendants in the matter known as FCC Enforcement Company successors in interest
to AMPS Wireless Data vs. AngelCiti Entertainment, Inc., George Gutierrez, Dean
Ward, et. al. This suit was filed in the Scottsdale Justice Court of the State
of Arizona in and for the County of Maricopa, and alleged, among other things
that we violated The Telephone Consumer Protection Act of 1991 (the "Telephone
Consumer Protection Act") by sending certain unsolicited fax advertisements to
certain parties in violation of the Telephone Consumer Protection Act.

In October of 2003, the Company and its officers and directors were named as
defendants in the matter known as FCC Enforcement Company successors in interest
to Crossroads of Life Christian Books and Gifts vs. AngelCiti Entertainment,
Inc., George Gutierrez, Dean Ward, et. al. This suit was filed in the Peoria
Justice Court of the State of Arizona in and for the County of Maricopa, and
alleged, among other things that we violated The Telephone Consumer Protection
Act of 1991 (the "Telephone Consumer Protection Act") by sending certain
unsolicited fax advertisements to certain parties in violation of the Telephone
Consumer Protection Act.

Each case sought unspecified damages. The matters alleged in the aforementioned
lawsuits relate to Baroda and its activities rather to us and our activities.
Our attorneys have filed motions to dismiss these matters, as the lawsuits do
not allege any wrongdoing on our part. Despite the foregoing, we have accrued
$12,500 in our financial statements and recorded the same as a reserve for
settlement payable. As these litigation matters contain allegations involving
facts attributable to Baroda, Baroda has agreed to reimburse us for this expense
and all other related expenses associated with this litigation.

Both of the foregoing cases had been dismissed during the second calendar
quarter of this year and all sums previously accrued and reserved for settlement
in our financial statements have been reclassified in the accompanying financial

                                       28
<PAGE>

statements as Other Income. It is anticipated that the $8,000 of legal fees and
costs incurred by us in connection with these matters will be reimbursed to us
by Baroda.

Item 2. Changes in Securities.

On February 10, 2003, we initiated a Regulation "S" offering to sell up to
144,000,000 post splits shares of our restricted common shares. These Regulation
S sales were effected through offshore brokers who either purchased the shares
at a discount or were paid a commission or other concession. Shares sold
pursuant to this Regulation S offering as well as shares sold upon the exercise
of certain options during the second quarter of 2004 are described below:

         On April 5, 2004, the Company issued 1,667,851 shares at $.00893 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $14,905.

         On April 6, 2004, the Company issued 295,882 shares of common stock
         upon the exercise of stock options at an exercise price of $.035417
         having a fair value of $10,859 in order to make up the difference in
         the minimum monthly royalty payment payable in cash at 15% of the
         adjusted net win and the required $20,000 minimum monthly payment.
         These shares were issued pursuant to Section 4(2) of the Act as a
         transaction by an issuer not involving a public offering. No
         underwriters were used in connection with this offering and no
         underwriting discounts or commissions were paid in connection
         therewith.

         On April 15, 2004, the Company issued 3,000 Series A preferred shares
         each to George Gutierrez and Dean Ward, its executive officers, as
         compensation for past services. Our board has valued each block of
         3,000 Series A preferred shares and services rendered in exchange for
         the same at $10,000. These shares were issued pursuant to Section 4(2)
         of the Act as a transaction by an issuer not involving a public
         offering. No underwriters were used in connection with this offering
         and no underwriting discounts or commissions were paid in connection
         therewith.

         On April 15, 2004, the Company issued 494,000 shares at $.0108 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $3,644.

         On April 19, 2004, the Company issued 175,505 shares of common stock
         upon the exercise of stock options at an exercise price of $.035417
         having a fair value of $6,441 in order to make up the difference in the
         minimum monthly royalty payment payable in cash at 15% of the adjusted
         net win and the required $20,000 minimum monthly payment. These shares
         were issued pursuant to Section 4(2) of the Act as a transaction by an

                                       29
<PAGE>

         issuer not involving a public offering. No underwriters were used in
         connection with this offering and no underwriting discounts or
         commissions were paid in connection therewith.

         On April 20, 2004, the Company issued 2,280,468 shares at $.010651 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $24,291.

         On April 20, 2004, the Company issued 100,000 shares at $.04040 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $4,040.

         On April 20, 2004, the Company issued 110,000 shares at $.03672 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $4,040.

         On April 20, 2004, the Company issued 50,000 shares at $.0372026 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $1,860.

         On April 20, 2004, the Company issued 100,000 shares at $.0402 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $4,020.

         On April 20, 2004, the Company issued 100,000 shares at $.04545 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $4,545.

         On April 20, 2004, the Company issued 90,000 shares at $.042077 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $3,787.

         On May 5, 2004, the Company issued 80,000 shares at $.035 per share in
         connection with a Regulation "S" offering. The shares were issued for
         proceeds of $2,800.

         On May 5, 2004, the Company issued 69,100 shares at $.035 per share in
         connection with a Regulation "S" offering. The shares were issued for
         proceeds of $2,419.

         On May 5, 2004, the Company issued 200,000 shares at $.035 per share in
         connection with a Regulation "S" offering. The shares were issued for
         proceeds of $7,000.

         On May 5, 2004, the Company issued 100,000 shares at $.035 per share in
         connection with a Regulation "S" offering. The shares were issued for
         proceeds of $3,500.

                                       30
<PAGE>

         On May 5, 2004, the Company issued 4,085,259 shares at $.0355 per share
         in connection with a Regulation "S" offering. The shares were issued
         for proceeds of $145,027.

         On May 7, 2004, the Company issued 100,000 shares at $.034 per share in
         connection with a Regulation "S" offering. The shares were issued for
         proceeds of $3,400.

         On May 7, 2004, the Company issued 60,000 shares at $.034 per share in
         connection with a Regulation "S" offering. The shares were issued for
         proceeds of $2,040.

         On May 7, 2004, the Company issued 105,000 shares at $.034 per share in
         connection with a Regulation "S" offering. The shares were issued for
         proceeds of $3,570.

         On May 7, 2004, the Company issued 70,000 shares at $.034 per share in
         connection with a Regulation "S" offering. The shares were issued for
         proceeds of $2,380.

         On May 7, 2004, the Company issued 80,000 shares at $.034 per share in
         connection with a Regulation "S" offering. The shares were issued for
         proceeds of $2,720.

         On May 7, 2004, the Company issued 50,000 shares at $.034 per share in
         connection with a Regulation "S" offering. The shares were issued for
         proceeds of $1,700.

         On May 7, 2004, the Company issued 100,000 shares at $.034 per share in
         connection with a Regulation "S" offering. The shares were issued for
         proceeds of $3,400.

         On May 18, 2004, the Company issued 100,000 shares at $.030 per share
         in connection with a Regulation "S" offering. The shares were issued
         for proceeds of $3,000.

         On May 18, 2004, the Company issued 50,000 shares at $.030 per share in
         connection with a Regulation "S" offering. The shares were issued for
         proceeds of $1,500.

         On May 18, 2004, the Company issued 250,000 shares at $.030 per share
         in connection with a Regulation "S" offering. The shares were issued
         for proceeds of $ 7,646.

         On May 18, 2004, the Company issued 125,000 shares at $.032 per share
         in connection with a Regulation "S" offering. The shares were issued
         for proceeds of $ 4,040.

                                       31
<PAGE>

         On May 18, 2004, the Company issued 190,000 shares at $.034 per share
         in connection with a Regulation "S" offering. The shares were issued
         for proceeds of $6,464.

         On May 18, 2004, the Company issued 250,000 shares at $.032 per share
         in connection with a Regulation "S" offering. The shares were issued
         for proceeds of $8,080.

         On May 19, 2004, the Company issued 389,252 shares at $0.0437 per share
         in connection with a Regulation "S" offering. The shares were issued
         for proceeds of $17,010.

         On May 19, 2004 the Company entered into an agreement for legal and
         advertising services with Corinth Earl VI and Roxana Lao respectively,
         under the terms of these agreements the Company grants 11,500,000
         shares at $ 0.025 per share as compensation for these services. These
         shares were issued pursuant to an S-8 registration statement. No
         underwriters were used in connection with this offering and no
         underwriting discounts or commissions were paid in connection
         therewith.

         On May 20, 2004, the Company issued 87,000 shares at $.025 per share in
         connection with a Regulation "S" offering. The shares were issued for
         proceeds of $2,175.

         On May 20, 2004, the Company issued 200,000 shares at $.025 per share
         in connection with a Regulation "S" offering. The shares were issued
         for proceeds of $5,050.

         On May 24, 2004, the Company issued 250,000 shares at $.025 per share
         in connection with a Regulation "S" offering. The shares were issued
         for proceeds of $6,250.

         On May 24, 2004, the Company issued 50,000 shares at $.025 per share in
         connection with a Regulation "S" offering. The shares were issued for
         proceeds of $1,250.

         On May 24, 2004, the Company issued 210,000 shares at $.025 per share
         in connection with a Regulation "S" offering. The shares were issued
         for proceeds of $5,250

         On May 27, 2004, the Company issued 80,000 shares at $.025 per share in
         connection with a Regulation "S" offering. The shares were issued for
         proceeds of $2,000.

                                       32
<PAGE>

         On Jun 7, 2004, the Company issued 3,282,930 shares at $.025348 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $83,215.

         On Jun 11, 2004, the Company issued 200,000 shares at $.025 per share
         in connection with a Regulation "S" offering. The shares were issued
         for proceeds of $5,050.

         On Jun 11, 2004, the Company issued 150,000 shares at $.030 per share
         in connection with a Regulation "S" offering. The shares were issued
         for proceeds of $4,500.

         On Jun 11, 2004, the Company issued 120,000 shares at $.0284 per share
         in connection with a Regulation "S" offering. The shares were issued
         for proceeds of $3,414.

         On Jun 11, 2004, the Company issued 200,000 shares at $.030 per share
         in connection with a Regulation "S" offering. The shares were issued
         for proceeds of $6,060.

         On Jun 11, 2004, the Company issued 120,000 shares at $.030 per share
         in connection with a Regulation "S" offering. The shares were issued
         for proceeds of $3,636.

         On Jun 11, 2004, the Company issued 60,000 shares at $.025 per share in
         connection with a Regulation "S" offering. The shares were issued for
         proceeds of $1,500.

         On June 11, 2004, the Company issued 260,055 shares of common stock
         upon the exercise of stock options at an exercise price of $.037000
         having a fair value of $9,622.04 in order to make up the difference in
         the minimum monthly royalty payment payable in cash at 15% of the
         adjusted net win and the required $20,000 minimum monthly payment.
         These shares were issued pursuant to Section 4(2) of the Act as a
         transaction by an issuer not involving a public offering. No
         underwriters were used in connection with this offering and no
         underwriting discounts or commissions were paid in connection
         therewith.

         On Jun 18, 2004, the Company issued 3,017,951 shares at $.021767 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $65,692.

         On Jun 18, 2004, the Company issued 50,000 shares at $.04 per share in
         connection with a Regulation "S" offering. The shares were issued for
         proceeds of $2,000.

                                       33
<PAGE>

         On Jun 18, 2004, the Company issued 45,000 shares at $.04 per share in
         connection with a Regulation "S" offering. The shares were issued for
         proceeds of $1,800.

         On Jun 18, 2004, the Company issued 189,900 shares at $.025 per share
         in connection with a Regulation "S" offering. The shares were issued
         for proceeds of $4,747.

         On Jun 24, 2004, the Company issued 340,000 shares at $.024 per share
         in connection with a Regulation "S" offering. The shares were issued
         for proceeds of $ 81,600.

         On Jun 24, 2004, the Company issued 100,000 shares at $.02222 per share
         in connection with a Regulation "S" offering. The shares were issued
         for proceeds of $2,222.

         On Jun 25, 2004, the Company issued 200,000 shares at $.02525 per share
         in connection with a Regulation "S" offering. The shares were issued
         for proceeds of $5,050

         As of June 30, 2004, the Company issued 550,000 shares of common stock
         pursuant to its Regulation "S" offering that had not been paid for. The
         subscription price of $15,224 remains payable.

Item 3. Defaults upon senior securities - None

Item 4. Submission of matters to a vote of security holders - None

Item 5. Other Information

As of April 15, 2004, we issued George Gutierrez and Dean Ward, our executive
officers, 3,000 of our Series A Preferred shares each. On said date, Messrs.
Gutierrez and Ward purchased the remainder of our issued and outstanding Series
A Preferred shares from Omega, thereby giving Messrs. Gutierrez and Ward voting
control of our company.

On June 9, 2004, we entered into an agreement with Fisher Transportation
Services, Inc., n/k/a Midas Entertainment, Inc. ("Midas") to acquire an 85%
ownership interest in Midas for $125,000 in cash. This transaction closed on
July 16, 2004. Midas subsequently sold additional shares of its common stock,
the result of which was to reduce our ownership interest to below 20% of its
outstanding common shares. Additionally, we made a $50,290

                                       34
<PAGE>

loan to a wholly-owned subsidiary of Midas. The loan is unsecured, bears
interest at the rate of 10% per annum, and is convertible by us, at our option,
into 1,676,333 shares of Midas common stock

On July 26, 2004, our directors and shareholders holding a majority of our
outstanding securities approved a 1 for 100 reverse split of our common and
preferred shares. We anticipate that this reverse split is to be effective on or
around mid-September 2004.

Item 6.  Exhibits and Reports on Form 8-K

         (a) The following exhibits and financial statement schedules are filed
as exhibits to this Report:

         1.   Financial Statements of the Registrant are included under Part 1
              Item 1, hereof.
         2.   Financial Statement Schedules - None
         3.   Exhibits:


Exhibit No.                Description
-----------                -----------
    3.1           Articles of Incorporation, as amended
    3.2           Bylaws, as amended*
    4.1           Common Stock Certificate*
   31.1           Rule 13a-14(a)/15d-14(a) Certification of George Guttierez
   31.2           Rule 13a-14(a)/15d-14(a) Certification of Dean Ward
   32.1           Certification Pursuant to 18 U.S.C Section 1350as adopted
                  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

         *        Incorporated by reference to our Form 10-KSB filed with the
                  U.S. Securities and Exchange Commission on March 30, 2004.

         **       Incorporated by reference to our Form 10-SB12G filed with the
                  U.S. Securities and Exchange Commission on April 4, 2000

         (b)   Reports on Form 8-K

         Incorporated by reference.

         8-K      filed on April 20, 2004
         8-K      filed on July 22, 2004

                                       35
<PAGE>


                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934,
the Registrant caused this report as amended to be signed on its behalf by the
undersigned, thereunto duly authorized.



Date:  August 13, 2004               By:  /s/ George Gutierrez
                                          -----------------------------------
                                          George Gutierrez, CEO and President

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



Date:  August 13, 2004                By:  /s/ George Gutierrez
                                           ----------------------------------
                                           George Gutierrez, CEO and Director



Date:  August 13, 2004                By:  /s/ Dean Ward
                                           ----------------------------------
                                           Dean Ward, CFO and Director



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