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: March 31, 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 March 31, 2004, there were 242,167,415 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 Financial Statements
                                   (Unaudited)

                                 March 31, 2004

                                    Contents

                                                                           Page
                                                                           ----
Consolidated Balance Sheet                                                   1

Consolidated Statements of Operations                                        2

Consolidated Statements of Cash Flows                                       3-4

Notes to Consolidated Financial Statements                                  5-21


<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                           Consolidated Balance Sheet
                                 March 31, 2004
                                 --------------
                                   (Unaudited)

                                     ASSETS
                                    -------
CURRENT ASSETS
  Cash                                                              $   405,001
  Due from Parent  - related party                                       18,528
  Prepaid and other assets                                               24,471
                                                                    -----------
TOTAL CURRENT ASSETS                                                    448,000
                                                                    -----------

EQUIPMENT, NET                                                           13,272

                                                                    -----------
TOTAL ASSETS                                                        $   461,272
                                                                    ===========

                     LIABILITIES AND STOCKHOLDERS' EQUITY
                     ------------------------------------
CURRENT LIABILITIES
  Accounts payable                                                  $    26,725
  Loan payable - related party                                           22,945
  Accrued royalty payable                                                21,049
  Customer deposits                                                      30,448
  Payouts due                                                             5,610
  Payroll taxes payable                                                   1,729
  Accrued interest payable                                                  319
  Settlement payable                                                     12,500
                                                                    -----------
TOTAL CURRENT LIABILITIES                                               121,325
                                                                    -----------

STOCKHOLDERS' EQUITY
  Preferred stock, Series A, $0.001 par value, 50,000
      shares authorized, 14,000 issued and outstanding                       14
  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
      242,167,415 shares issued and outstanding                          60,542
  Common stock issuable (193,000 shares at Par)                              48
  Additional paid in capital                                          1,952,297
  Accumulated deficit                                                (1,555,496)
                                                                    -----------
                                                                        457,405
                                                                    -----------
  Less:  Deferred license fee                                           (69,167)
  Less:  Stock subscription receivable (4,823,383 shares)               (48,291)
                                                                    -----------
TOTAL STOCKHOLDERS' EQUITY                                              339,947
                                                                    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $   461,272
                                                                    ===========

          See accompanying notes to consolidated financial statements

                                       1

<PAGE>
                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      -------------------------------------
                                   (UNAUDITED)

                                               THREE MONTHS ENDED MARCH 31,
                                                    2004           2003
                                               -------------  --------------

CASINO REVENUES, NET                           $     314,122  $      325,530
                                               -------------  --------------

OPERATING EXPENSES
Amortization and Depreciation                          1,400          15,026
Affiliate Commission                                  41,758          54,902
Bad debts                                             35,201          24,849
Consulting                                            15,000          29,400
Royalty                                               60,962          53,356
Marketing                                                 --          54,500
Advertising                                           13,190              --
Legal & Professional fees                             45,150          30,580
Rent                                                   1,685          20,775
License Fee                                           69,167              --
General and Administrative                           129,958         165,895
                                               -------------  --------------
TOTAL OPERATING EXPENSES                             413,471         449,283
                                               -------------  --------------

LOSS FROM OPERATIONS                                 (99,349)       (123,753)
                                               -------------  --------------

OTHER INCOME
Interest income                                          366              22
Other income                                           1,375           3,046
                                               -------------  --------------
TOTAL OTHER INCOME                                     1,741           3,068
                                               -------------  --------------

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

Total Other Income                                     1,661           3,068
                                               -------------  --------------

NET LOSS                                       $     (97,688) $     (120,685)
                                               =============  ==============

NET LOSS PER SHARE - BASIC AND DILUTE          $       (0.00) $        (0.00)
                                               =============  ==============

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
     DURING THE YEAR - BASIC AND DILUTED         227,574,612     139,455,170
                                               =============  ==============

          See accompanying notes to consolidated financial statements

                                       2

<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                               THREE MONTHS ENDED MARCH 31,
                                                                    2004        2003
                                                                -----------   ---------
<S>                                                             <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                        $  (97,688)   $(120,685)
Adjustments to reconcile net loss to net cash used in
      operating activities:
Amortization and Depreciation                                           --       15,026
Depreciation                                                         1,400           --
Bad debts                                                           35,201       24,849
Recognition of deferred license fee                                 69,167           --
Recognition of deferred expenses and consulting fees                    --       25,000
Changes in operating assets and liabilities:
(Increase) decrease in:
  Due from majority stockholder                                         --     (126,915)
  Accounts receivable                                              (44,651)     (75,862)
  Prepaid and other assets                                         (16,938)          --
Increase (decrease) in:
  Accounts payable                                                  10,618      238,441
  Accrued royalty payable                                           11,992        1,856
  Accrued interest payable                                            (320)          --
  Customer deposits and payouts due                                (10,193)      (8,541)
  Payroll taxes payable                                             (3,264)       3,282
  Net liabilities from discontinued operations                          --       (2,805)
                                                                ----------     --------
NET CASH USED IN OPERATING ACTIVITIES                              (44,676)     (26,354)
                                                                ----------     --------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Loan Receivable - related party                                   18,549           --
  Cash acquired from acquisition                                        --           75
                                                                ----------     --------
NET CASH PROVIDED BY INVESTING ACTIVITIES                           18,549           75
                                                                ----------     --------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Cash overdraft                                                        --        7,938
  Proceeds from issuance of common stock, net of offering costs    318,215       42,834
  Contributed capital                                                   --           --
  Repayment of loan payable - parent                                    --      (48,423)
  Proceeds from loan payable - related party                        18,510           --
  Proceeds from note payable                                       (23,960)          --
  Repayment of loan payable                                             --        7,268
                                                                ----------     --------
NET CASH PROVIDED BY FINANCING ACTIVITIES                          312,765        9,617
                                                                ----------     --------

Net Increase in Cash                                            $  286,638     $(16,662)

CASH AT BEGINNING OF PERIOD                                        118,363       16,728
                                                                ----------     --------

CASH AT END OF PERIOD                                           $  405,001     $     66
                                                                ==========     ========

Supplemental Disclosure of Cash Flow Information
------------------------------------------------
Cash Paid for:
     Interest                                                    $      --     $      --
                                                                 =========     =========
     Taxes                                                       $      --     $      --
                                                                 =========     =========
</TABLE>

          See accompanying notes to consolidated financial statements

                                       3
<PAGE>
                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 MARCH 31, 2004
                                 --------------

SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
-----------------------------------------------------------------------

As of March 31, 2004, the Company issued 330,731 shares of common stock upon
exercise of stock options held by software vendor in connection with the
settlement of accrued royalty payments to that vendor. The exercise price was
$.035417 per share. The fair value of these transactions was $11,992. (See Note
9(C))

During the three months ended March 31, 2004, the Company had a stock
subscription receivable for 4,823,383 shares having a fair value of $48,291.
(See Note 9(C))

          See accompanying notes to consolidated financial statements

                                       4
<PAGE>
                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                 --------------

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 and sports book 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 on-line gaming operations
         (see Note 5(B)).

         (B) PRINCIPLES OF CONSOLIDATION

         The consolidated financial statements include the accounts of AngelCiti
         Entertainment, Inc. and its wholly owned Subsidiaries, Worldwide
         Management S.A. and First National Consulting Inc. All significant
         intercompany accounts and transactions have been eliminated in
         consolidation.

         (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 $11,883,387 for the three
         months ended March 31, 2004. The relationship of net casino revenues to
         handle ("hold percentage") was 2.6% for the three months ended March
         31, 2004.

         (D) RECLASSIFICATIONS

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

                                       5
<PAGE>
                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                 --------------

NOTE 3   ACCOUNTS RECEIVABLE AND ALLOWANCE FOR CHARGEBACKS
----------------------------------------------------------

         (A) ACCOUNTS RECEIVABLE - CASINO OPERATIONS

         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 March 31, 2004.

         During the three months ended March 31, 2004, the Company recorded a
         bad debt expense for the holdback of $35,201.

         Accounts receivable with credit card processors at March 31, 2004 was
         as follows:

         Accounts receivable           $ 168,309
         Allowance for chargebacks      (168,309)
                                       ---------
         ACCOUNTS RECEIVABLE, NET      $      --
                                       =========

         (B) DUE FROM PARENT - RELATED PARTY

         At March 31, 2004, the Company's parent owed the Company $18,528 for
         funds advanced to pay certain professional fees. The balance is
         expected to be offset against future intercompany activity during the
         second quarter of 2004 (See Note 10).

NOTE 4   EQUIPMENT
------------------

Equipment at March 31, 2004 is as follows:

         Computer equipment                 $ 28,000
         Less: accumulated depreciation      (14,728)
                                            --------
         EQUIPMENT, NET                     $ 13,272
                                            ========

Depreciation expense for the three months ended March 31, 2004 and 2003 were
$1,400 and $0 respectively.

                                       6
<PAGE>
                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                 --------------

NOTE 5  COMMITMENTS AND CONTINGENCIES
-------------------------------------

         (A) COMMITMENTS

         On January 20, 2003, ("effective date"), AngelCiti Entertainment, Inc.
         and Worldwide Management, S.A. d/b/a Worldwide Capital Holdings (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 March 31, 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 March 31, 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 our 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.

         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.


                                       7
<PAGE>
                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                 --------------

         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, 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.

         We are 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 US 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
         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 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.


                                       8
<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                 --------------

         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 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.

         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. We do 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


                                       9
<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                 --------------

         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 6   LOAN PAYABLE, RELATED PARTY AND NOTE PAYABLE
-----------------------------------------------------

         (A) LOAN PAYABLE, RELATED PARTY

         During the three months ended March 31, 2004, the Company's landlord, a
         related party, was repaid $18,510 relating to corporate expenses
         previously paid on behalf of the Company. The remaining loan balance
         was $22,945 at March 31, 2004. The loan advances were non-interest
         bearing, unsecured, and due on demand (See Note 10).

         (B) NOTE PAYABLE

         During January 2004, the Company repaid the principal portion of a note
         payable totaling $23,960 and related accrued interest payable of $399.

NOTE 7   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 March 31, 2004, the Company had accrued
         $21,049 as a royalty payable.

         (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 three
         months ended March 31, 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 10(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 $.035417 per share. As
         of March 31, 2004, the Company issued 330,731 shares of common stock
         having a fair value of $11,992 in connection with this agreement to pay
         accrued royalty fees upon the exercise of these stock options.


                                       10
<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                 --------------

         During the three months ended March 31, 2004, the Company incurred a
royalty expense of $60,962.

NOTE 8   CUSTOMER DEPOSITS AND PAYOUTS DUE
------------------------------------------

         (A) CUSTOMER DEPOSITS

         During the three months ended March 31, 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 8(B)) or recognized as earned revenues (See Note 1(C)).
         At March 31, 2004, the Company had customer deposits on hand of
         $30,448.

         (B) PAYOUTS DUE

         During the three months ended March 31, 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 8(A)). At March 31, 2004, the Company had payouts due of $5,610.

NOTE 9  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 balance sheet of the Company consists of the assets
         and liabilities of Worldwide and the Company at historical cost. The
         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 NOT CONVERTIBLE

                  On February 26, 2003, the Board of Directors adopted a
                  resolution to authorize 50,000 shares of voting preferred


                                       11
<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                 --------------

                  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.

                  (II) SERIES B - CONVERTIBLE AND NOT 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 in
                  accordance 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 March 31, 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 March
                  31, 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 the date of our
                    report.
                  o Amount of Credit Facility: $2,430,000. Their have been no
                    advances as of the date of this report (See Note 13).
                  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.

                                       12
<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                 --------------

                  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. For 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 this report.
                  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.



                                       13
<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
              SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                 --------------

                  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 January 9, 2004, the Company issued 532,933 shares at $.01033 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $5,506.

         On January 9, 2004, the Company issued 125,000 shares at $.071 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $8,880.

         On January 9, 2004, the Company issued 106,638 shares of common stock
         upon the exercise of stock options at an exercise price of $.035417
         having a fair value of $3,777 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. (See Note
         10(D))

         On January 23, 2004, the Company issued 322,903 shares at $.016 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $5,144.

         On January 23, 2004, the Company issued 5,166,758 shares at $.014 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $73,497.

         On January 23, 2004, the Company issued 1,681,000 shares in connection
         with a Regulation "S" offering. The shares were issued for proceeds of
         $22,309.

         On January 26, 2004, the Company issued 75,000 shares at $.056 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $4,242

         On January 26, 2004, the Company issued 40,000 shares at $.050 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $2,020.

         On January 26, 2004, the Company issued 130,000 shares at $.053 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $6,946.

         On January 27, 2004, the Company issued 200,000 shares at $.055 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $11,090.

         On January 28, 2004, the Company issued 100,000 shares at $.055 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $5,565.

         On January 29, 2004, the Company issued 50,000 shares at $.060 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $3,030.

                                       14
<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                 --------------

         On January 29, 2004, the Company issued 40,000 shares at $.055 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $2,202

         On January 30, 2004, the Company issued 100,000 shares at $.055 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $5,555.

         On February 3, 2004, the Company issued 65,000 shares at $.056 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $3,676.

         On February 3, 2004, the Company issued 150,000 shares at $.055 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $8,332.

         On February 4, 2004, the Company issued 100,000 shares at $.055 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $5,555.

         On February 5, 2004, the Company issued 250,000 shares at $.058 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $14,645.

         On February 6, 2004, the Company issued 32,000 shares at $.058 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $1,875.

         On February 9, 2004, the Company issued 100,000 shares at $.055 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $5,555.

         On February 9, 2004, the Company issued 100,000 shares at $.055 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $5,555.

         On February 11, 2004, the Company issued 988,137 shares at $.012 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $12,061.

         On February 11, 2004, the Company issued 2,395,000 shares in connection
         with a Regulation "S" offering. The shares were issued for proceeds of
         $18,211.

         On February 17, 2004, the Company issued 200,000 shares at $.0650 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $12,998.

         On February 18, 2004, the Company issued 455,868 shares at $.0111 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $5,088.

         On February 18, 2004, the Company issued 3,700,700 shares at $.00859
         per share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $31,820.

         On February 19, 2004, the Company issued 100,000 shares at $.0556 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $5,555.

         On February 19, 2004, the Company issued 60,000 shares at $.0562 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $3,373.


                                       15
<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                 --------------

         On February 23, 2004, the Company issued 300,000 shares at $.0581 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $17,422.

         On February 23, 2004, the Company issued 100,000 shares at $.0657 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $6,565.

         On February 24, 2004, the Company issued 28,000 shares at $.0700 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $1,959.

         On February 26, 2004, the Company issued 100,000 shares at $.0707 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $ 7,070.

         On March 03, 2004, the Company issued 3,572,525 shares at $.0097 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $ 34,552.

         On March 9, 2004, the Company issued 224,093 shares of common stock
         upon the exercise of stock options at an exercise price of $.035417
         having a fair value of $8,216 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. (See Note
         10(D))

         On March 09, 2004, the Company issued 3,360,480 shares at $.0092 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $ 30,930.

         On March 17, 2004, the Company issued 1,231,488 shares at $.01185 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $ 14,596.

         On March 29, 2004, the Company issued 560,000 shares and subscribed
         158,000 totalizing 718,000 shares at $.0093 per share in connection
         with a Regulation "S" offering. The shares were issued for proceeds of
         $ 6,717.

         On March 29, 2004, the Company issued 525,000 shares and subscribed
         35,000 totalizing 560,000 shares at $.008307 per share in connection
         with a Regulation "S" offering. The shares were issued for proceeds of
         $ 4,652.

         On March 29, 2004, the Company issued 200,000 shares at $.0638 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $ 12,762.

         On March 29, 2004, the Company issued 27,000 shares at $.0707 per share
         in connection with a Regulation "S" offering. The shares were issued
         for proceeds of $ 1,909.

         On March 29, 2004, the Company issued 100,000 shares at $.0606 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $ 6,060.

         On March 29, 2004, the Company issued 100,000 shares at $.06545 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $ 6,545.

                                       16
<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                 --------------

         On March 29, 2004, the Company issued 150,000 shares at $.0698 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $ 10,480.

         In Summary, the Company has issued 27,807,792 shares of Regulation "S"
         stock, of the total shares, 193,000 remain issuable at March 31, 2004.
         Total gross proceeds were $452,504. The Company paid $112,717
         attributed to broker commissions (See Note 9(E)). Finally, net proceeds
         of $339,787 less stock subscriptions receivable of $21,572 equal the
         value of $318,215 relating to common stock issued during the three
         months ended March 31, 2004.

         Additionally, a vendor exercised stock options in connection with
         accrued royalties owed to the software vendor, and the Company issued
         330,731 shares of common stock having an exercise price and fair value
         of $11,992.

         (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) $.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:

                  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 10 (D)) with an exercise price of $.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 (See Note 7(B)) 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
         as discussed in detail at Note 10(E), the Company has 8,650,032 options
         remaining that can be exercised under the terms of the arrangement.

                                       17
<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                 --------------

         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,
         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 three months ended March 31, 2004, the Company has amortized
         and charged to operations $69,167 of the deferred license fees with
         deferred fees of $69,167 at March 31, 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 10(C)).

NOTE 10  RELATED PARTY TRANSACTIONS
-----------------------------------

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


                                       18
<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                 --------------

During January 2004, the Company repaid a loan payable to a related party
totaling $4,435.

During the three months ended March 31, 2004, the Company's landlord, a related
party, was repaid $18,510 relating to corporate expenses previously paid on
behalf of the Company (See Note 6(A)).

At March 31, 2004, the Company's parent owed the Company $ 18,528 for funds
advanced to pay certain professional fees (see Note 3(B)).

NOTE 11  COMBINATION OF ENTITIES UNDER COMMON CONTROL
-----------------------------------------------------

On September 30, 2003, the Company acquired FNC in exchange for nominal
consideration. (See Note 1 (A)) 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 First
National Consulting, Inc. ("FNC"), a Belize corporation. 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 12  SOFTWARE CONCENTRATION
-------------------------------

The Company depends primarily on its licensed software product for its on-line
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 13  GOING CONCERN
----------------------

As reflected in the accompanying consolidated financial statements, the Company
has a net loss of $97,688 and net cash used in operations of $44,676 for the
three months ended March 31, 2004 and an accumulated deficit of $1,555,496 at
March 31, 2004. The ability of the Company to continue as a going concern is
dependent 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 9 (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.


                                       19
<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                 --------------

NOTE 14  SUBSEQUENT EVENTS
--------------------------

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. (See Note 10(D))

On April 15, 2004, the Company issued an aggregate of 6,000 shares of Series A
preferred stock at $3.33 per share to two separate officers as compensation for
past services totaling $20,000. The shares were valued based on the value of the
services provided.

On April 15, 2004, the Company issued 494,000 shares at $.007377 per share in
connection with a Regulation "S" offering. The shares were issued for proceeds
of $3,644. Of the total shares issued, 158,000 shares relate to shares
classified as issuable at March 31, 2004.

On April 19, 2004, the Company issued 55,000 shares of common stock classified
as issuable at March 31, 2004.

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. (See Note 10(D))

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.


                                       20
<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2004
                                 --------------


On April 20, 2004, the Company issued 80,000 shares at $.059211 per share in
connection with a Regulation "S" offering. The shares were issued for proceeds
of $ 4,737.

On April 20, 2004, the Company issued 100,000 shares at $.04828 per share in
connection with a Regulation "S" offering. The shares were issued for proceeds
of $ 4,828.

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.

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.

                                       21
<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 have been discontinued.
Previous reports that we have filed with the United States Securities and
Exchange Commission ("SEC") had been presented comparing our operations on a
consolidated basis with the operations of our operating subsidiary alone. This
Report marks the first time that our consolidated operations are being presented
on a year to year basis.

For the three months ending March 31, 2004, we processed $11,883,387 in gaming
transactions, as contrasted with gaming transactions of $16,704,023 for the same
period of last year. Despite the 29% year-to-year drop in processed gaming
transactions, our net casino revenues decreased only 3.5%, to $314,122, for the
three months ending March 31, 2004 from $325,530 for the same period of last
year. 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 increased significantly to
approximately 2.64% for the first calendar quarter of this year from
approximately 1.95% for the first calendar quarter of the last calendar year.
While we are pleased with the year to year growth in our net casino revenue to
handle ratio, we can never be assured that such growth will continue, as past
performance and trends can never serve as an indication of our future
performance, given the many risks facing our operations. These risks include,
but are not limited to, risks associated with the governmental regulation of our
operations and the fierce competition that we face.

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 online play. We, in turn, pay out a percentage of that
fee to our software provider/licensor. We are not actively pursuing other online
casino customers. Rather, we are directing our efforts towards the direction of
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 online 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.

                                       22
<PAGE>

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 $314,122 for the
three months ending March 31, 2004 from $325,530 for the same period of 2003.
Despite the decrease in our net casino revenue, our operating losses decreased
to $99,349 for the three months ending March 31, 2004 from $123,753 for the
three months ending March 31, 2003 as a result of the improved management of our
ongoing expenses.

Our marketing, advertising and commission expenses decreased approximately 50%
to $54,948 for the three months ending March 31, 2004 from $109,402 for the
three months ending March 31, 2003. Our amortization and depreciation expense
decreased significantly to $1,400 for the three month period ending March 31,
2004 from $15,026 for the same period of the prior year, as we are no longer
amortizing the gaming software that we utilize. Our rent expense and general and
administrative expenses decreased significantly to $1,685 and $129,958,
respectively, for the three months ending March 31, 2004 from $20,775 and
$165,895, 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 $15,000 for the three months ending March 31, 2004 from $29,400 for
the same period of the prior year. Consulting fees for the current quarter were
limited to $15,000 of fees paid to Lawrence Hartman, Chief Executive Officer of
Omega Ventures, Inc. ("Omega"), and did not include consulting fees that had
previously been paid in connection with financial consulting or investor
relations. 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. 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 licensing and
royalty expenses increased significantly to $130,129 for the three months ending
March 31, 2004 from $53,356 for the same period of the prior 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 of last year, which increased
the minimum monthly royalty payments that we had to make. The revised agreement


                                       23
<PAGE>

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 and royalty expense incurred in the first three months of 2004
included the recognition of $69,167 of deferred license fees that had been paid
to our software licensor. No such deferred license fee was paid in the first
calendar quarter of last year. We are obligated to pay our software licensor one
more license fee installment of $69,167 in July of 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.

Government Regulation

Online casino operations are generally subject to applicable laws in the
jurisdictions in which they offer services. As 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
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


                                       24
<PAGE>

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
online casinos. 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 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 online gaming and there is
a risk that governmental authorities could view online 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 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.

Worldwide is a licensor and developer of online gaming software and is an
administrator of the Equivest online casino websites. It does not own online
casinos. We do not believe that Worldwide's operations are subject to
regulations or laws governing the online gaming industry. However, given


                                       25
<PAGE>

Worldwide's business relationship with Equivest, an owner of online 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 online gaming.
Equivest, Worldwide's sole customer, owns online 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 online 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 online 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 March 31, 2004, we had cash
of $405,001 and had working capital of $326,675 at that date. As of December 31,
2003, we had cash of $118,363 and had working capital of $23,590. Our improved
cash position and net 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 $1,157,316
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 March 31, 2004, we
sold 27,807,792 of said shares and raised net proceeds of $318,215, 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,


                                       26
<PAGE>

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 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.

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


                                       27
<PAGE>

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
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.

                                       28
<PAGE>

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.

Item 2.  Changes in Securities.

On February 10, 2003, we initiated a Regulation "S" offering to sell our
restricted common shares. These Regulation S sales have been and continue to be
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 common shares sold upon the exercise of certain
options and preferred shares sold to our executive officers, from January 1,
2004 through May 7, 2004, are described below:

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

         On January 9, 2004, the Company issued 532,933 shares at $.01033 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $5,506.

         On January 9, 2004, the Company issued 125,000 shares at $.071 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $8,880.

                                       29
<PAGE>

         On January 9, 2004, the Company issued 106,638 shares of common stock
         upon the exercise of stock options at an exercise price of $.035417
         having a fair value of $3,777 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.

         On January 23, 2004, the Company issued 322,903 shares at $.016 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $5,144.

         On January 23, 2004, the Company issued 5,166,758 shares at $.014 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $73,497.

         On January 23, 2004, the Company issued 1,681,000 shares in connection
         with a Regulation "S" offering. The shares were issued for proceeds of
         $22,309.

         On January 26, 2004, the Company issued 75,000 shares at $.056 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $4,242

         On January 26, 2004, the Company issued 40,000 shares at $.050 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $2,020.

         On January 26, 2004, the Company issued 130,000 shares at $.053 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $6,946.

         On January 27, 2004, the Company issued 200,000 shares at $.055 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $11,090.

         On January 28, 2004, the Company issued 100,000 shares at $.055 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $5,565.

         On January 29, 2004, the Company issued 50,000 shares at $.060 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $3,030.

                                       30
<PAGE>

         On January 29, 2004, the Company issued 40,000 shares at $.055 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $2,202

         On January 30, 2004, the Company issued 100,000 shares at $.055 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $5,555.

         On February 3, 2004, the Company issued 65,000 shares at $.056 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $3,676.

         On February 3, 2004, the Company issued 150,000 shares at $.055 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $8,332.

         On February 4, 2004, the Company issued 100,000 shares at $.055 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $5,555.

         On February 5, 2004, the Company issued 250,000 shares at $.058 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $14,645.

         On February 6, 2004, the Company issued 32,000 shares at $.058 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $1,875.

         On February 9, 2004, the Company issued 100,000 shares at $.055 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $5,555.

         On February 9, 2004, the Company issued 100,000 shares at $.055 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $5,555.

         On February 11, 2004, the Company issued 988,137 shares at $.012 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $12,061.

         On February 11, 2004, the Company issued 2,395,000 shares in connection
         with a Regulation "S" offering. The shares were issued for proceeds of
         $18,211.

         On February 17, 2004, the Company issued 200,000 shares at $.0650 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $12,998.

                                       31
<PAGE>

         On February 18, 2004, the Company issued 455,868 shares at $.0111 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $5,088.

         On February 18, 2004, the Company issued 3,700,700 shares at $.00859
         per share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $31,820.

         On February 19, 2004, the Company issued 100,000 shares at $.0556 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $5,555.

         On February 19, 2004, the Company issued 60,000 shares at $.0562 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $3,373.

         On February 23, 2004, the Company issued 300,000 shares at $.0581 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $17,422.

         On February 23, 2004, the Company issued 100,000 shares at $.0657 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $6,565.

         On February 24, 2004, the Company issued 28,000 shares at $.0700 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $1,959.

         On February 26, 2004, the Company issued 100,000 shares at $.0707 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $ 7,070.

         On March 03, 2004, the Company issued 3,572,525 shares at $.0097 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $ 34,552.

         On March 9, 2004, the Company issued 224,093 shares of common stock
         upon the exercise of stock options at an exercise price of $.035417
         having a fair value of $8,216 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.

                                       32
<PAGE>

         On March 09, 2004, the Company issued 3,360,480 shares at $.0092 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $ 30,930.

         On March 17, 2004, the Company issued 1,231,488 shares at $.01185 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $ 14,596.

         On March 29, 2004, the Company issued 560,000 shares and subscribed
         158,000 totalizing 718,000 shares at $.0093 per share in connection
         with a Regulation "S" offering. The shares were issued for proceeds of
         $ 6,717.

         On March 29, 2004, the Company issued 525,000 shares and subscribed
         35,000 totalizing 560,000 shares at $.008307 per share in connection
         with a Regulation "S" offering. The shares were issued for proceeds of
         $ 4,652.

         On March 29, 2004, the Company issued 200,000 shares at $.0638 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $ 12,762.

         On March 29, 2004, the Company issued 27,000 shares at $.0707 per share
         in connection with a Regulation "S" offering. The shares were issued
         for proceeds of $ 1,909.

         On March 29, 2004, the Company issued 100,000 shares at $.0606 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $ 6,060.

         On March 29, 2004, the Company issued 100,000 shares at $.06545 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $ 6,545.

         On March 29, 2004, the Company issued 150,000 shares at $.0698 per
         share in connection with a Regulation "S" offering. The shares were
         issued for proceeds of $ 10,480.

         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.

                                       33
<PAGE>

         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.

         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
         issuer not involving a public offering.

         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.

                                       34
<PAGE>

         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.

         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.

         No underwriters were used with respect to preferred shares sold to our
executive officers or shares issued in connection with stock options and no
underwriting discounts or commissions were paid in connection therewith.


                                       35
<PAGE>

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. As of said date, Messrs.
Gutierrez and Ward purchased the remainder of our Series A shares that had been
owned by Omega Venture's, Inc., thereby giving Messrs. Gutierrez and Ward voting
control of our company.

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


                                       36
<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:  May 17, 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:  May 17, 2004                      By: /s/ George Gutierrez
                                             -----------------------------------
                                             George Gutierrez, CEO and Director



Date:  May 17, 2004                      By: /s/ Dean Ward
                                             -----------------------------------
                                             Dean Ward, CFO and Director


                                       37