SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                               Amendment No. 1 to
                                   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, 2005

                         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, 2005, there were 3,896,471 shares of the Registrant's Common
Stock, par value $0.00025 per share, issued and outstanding.

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

<PAGE>



                         Part I. FINANCIAL INFORMATION



Item 1. Financial Statements


                          ANGELCITI ENTERTAINMENT, INC.
                                AND SUBSIDIARIES



                                    Contents


                                                                     Page(s)
                                                                     -------
Consolidated Balance Sheet (Unaudited)                                  3

Consolidated Statements of Operations (Unaudited)                       4

Consolidated Statements of Cash Flows (Unaudited)                       5

Notes to Consolidated Financial Statements (Unaudited)                 6-17


















                                       2

<PAGE>

                 AngelCiti Entertainment, Inc. and Subsidiaries
                           Consolidated Balance Sheet
                                 March 31, 2005
                                    Unaudited

                                     ASSETS

                                                                     As Restated
                                                                       (Note 17)
Current Assets
  Cash                                                             $    396,781
  Accounts receivable, net                                                1,900
  Due from affiliate                                                        563
  Prepaid and other                                                       4,587
  Investment in non-marketable securities -
    related party - at cost                                             285,868
                                                                   ------------
Total Current Assets                                                    689,699
                                                                   ------------

Other Current Assets
  Deposits                                                                2,210
                                                                   ------------
Total Other Current Assets                                                2,210
                                                                   ------------

Fixed Assets, net                                                        22,122
                                                                   ------------

Total Assets                                                       $    714,031
                                                                   ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities
  Accounts payable                                                 $     59,086
  Loans payable - related party                                         316,838
  Accrued interest - related party                                        4,696
  Accrued royalty payable                                                33,780
  Customer deposits                                                      15,175
  Payouts due                                                             8,708
  Accrued stock payable                                                  19,823
  Payroll taxes payable                                                   2,133
                                                                   ------------
Total Current Liabilities                                               460,239
                                                                   ------------
Commitments and Contingencies (Note 6)

Stockholders' Equity
  Preferred stock, Series A, $0.001 par value, 50,000
      shares authorized, 20,000 issued and outstanding                       20
  Convertible preferred stock, Series B, $0.001 par value,
      100,000 shares authorized, none issued and
      outstanding                                                            --
  Common stock, $0.00025 par value, 300,000,000 shares
      authorized 3,896,471 shares issued and outstanding                    974
  Common stock issuable, $0.00025 par value                                   4
  Additional paid-in capital                                          2,846,662
  Accumulated deficit                                                (2,540,951)
                                                                   ------------
                                                                         306,709
                                                                   ------------
  Less:  Deferred Compensation                                          (47,917)
  Less:  Stock subscription receivable (5,000 shares)                    (5,000)
                                                                   ------------
Total Stockholders' Equity                                              253,792
                                                                   ------------

Total Liabilities and Stockholders' Equity                         $    714,031
                                                                   ============

                                        3

<PAGE>

                 AngelCiti Entertainment, Inc. and Subsidiaries
                      Consolidated Statements of Operations
                                   (Unaudited)

                                                         Three months ended
                                                             March 31,
                                                       2005            2004
                                                   ------------    ------------
                                                   As Restated
                                                     (Note 17)

Casino Revenues, net                               $    167,409    $    314,122
                                                   ------------    ------------

Operating Expenses
Depreciation                                              2,250           1,400
Affiliate Commission                                     33,599          41,758
Bad debts                                                 8,391          35,201
Consulting                                               76,839          15,000
Royalty                                                  32,185          60,962
Marketing                                                 6,000              --
Advertising                                              86,625          13,190
Legal & Professional fees                                33,803          45,150
Rent                                                      2,201           1,685
License Fee                                                --            69,167
General and Administrative                              119,262         129,958
                                                   ------------    ------------
Total Operating Expenses                                401,155         413,471
                                                   ------------    ------------

Loss from Operations                                   (233,746)        (99,349)
                                                   ------------    ------------

Other Income (Expense)
Interest income                                              16             366
Other income                                              1,005           1,375
Interest expense                                         (4,696)            (80)
                                                   ------------    ------------
Total Other Income (Expense), net                        (3,675)          1,661
                                                   ------------    ------------

Net Loss                                           $   (237,421)   $    (97,688)
                                                   ============    ============

Net Loss Per Share - Basic and Diluted             $      (0.08)   $      (0.04)
                                                   ============    ============

Weighted average number of shares outstanding
    during the period - basic and diluted             2,864,952       2,275,746
                                                   ============    ============

                                        4

<PAGE>

                 AngelCiti Entertainment, Inc. and Subsidiaries
                      Consolidated Statements of Cash Flows
                                   (Unaudited)


                                                             Three months ended
                                                                 March 31,
                                                            2005         2004
                                                         ---------    ---------
Cash Flows from Operating Activities:
Net loss                                                 $(237,421)   $ (97,688)
Adjustments to reconcile net loss to net cash used
      in operating activities:
Depreciation                                                 2,250        1,400
Bad debts                                                    8,391       35,201
Amortization of deferred consulting fees                    71,875           --
Recognition of deferred license fee                             --       69,167
Changes in operating assets and liabilities:
(Increase) decrease in:
  Accounts receivable                                       (9,525)     (44,651)
  Due from affiliate                                        26,439           --
  Prepaid and other assets                                  (1,087)     (16,938)
  Deposits                                                  (1,305)          --
Increase (decrease) in:
  Accounts payable                                          (5,168)      10,618
  Accrued royalty payable                                    1,864       11,992
  Accrued interest payable                                   4,696         (320)
  Customer deposits and payouts due                          1,089      (10,193)
  Payroll taxes payable                                     (2,708)      (3,264)
  Accrued stock payable                                     19,823           --
                                                         ---------    ---------
Net Cash Used in Operating Activities                     (120,787)     (44,676)
                                                         ---------    ---------

Cash Flows from Investing Activities:
  Loan Receivable - related party                               --       18,549
                                                         ---------    ---------
Net Cash Provided by (Used in) Investing Activities             --       18,549
                                                         ---------    ---------

Cash Flows from Financing Activities:
  Proceeds from issuance of common stock,
     net of offering costs                                 117,629      318,215
  Repayment of note payable                                     --      (23,960)
  Proceeds from loan payable - related party               300,000       18,510
  Repayment of loan payable - related party                (66,501)          --
                                                         ---------    ---------
Net Cash Provided by Financing Activities                  351,128      312,765
                                                         ---------    ---------

Net Increase (Decrease) in Cash                          $ 230,341    $ 286,638

Cash at Beginning of Period                                166,440      118,363
                                                         ---------    ---------

Cash at End of Period                                    $ 396,781    $ 405,001
                                                         =========    =========

Supplemental Disclosure of Cash Flow Information
Cash Paid for:
     Interest                                            $      --    $      --
                                                         =========    =========
     Taxes                                               $      --    $      --
                                                         =========    =========
Supplemental Disclosure of Non Cash Investing and
   Financing Activities:
     Dividend paid to AngelCiti shareholders of
        Midas common stock                               $  50,038    $      --
                                                         =========    =========
     Stock subscription receivable                       $   5,000    $      --
                                                         =========    =========

                                        5

<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005
                                   (UNAUDITED)

NOTE 1 BASIS OF PRESENTATION

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

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

For further information, refer to the audited consolidated financial statements
and footnotes of the Company for the year ending December 31, 2004 included in
the Company's Form 10-KSB.

NOTE 2 NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) NATURE OF OPERATIONS

The Company is a software licensor and administers software-based games of
chance through the Internet. The Company uses state-of-the-art casino gaming
software under a license arrangement with a casino software development company.
The Company launched its internet gaming operations on May 2, 2002. There are
significant legislative risks and uncertainties regarding online gaming
operations (see Note 6(B)).

(B) PRINCIPLES OF CONSOLIDATION

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

(C) NON-MARKETABLE SECURITIES

Certain securities that the Company may invest in can be determined to be
non-marketable. Non-marketable securities where the Company owns less than 20%
of the investee are accounted for at cost pursuant to APB No. 18, "The Equity
Method of Accounting for Investments in Common Stock" ("APB 18"). (See Note 4)
The Company periodically reviews its investments in non-marketable securities
and impairs any securities whose value is considered non-recoverable. There were
no impairment losses charged to operations during the three months ended March
31, 2005 or 2004, respectively.

                                        6

<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005
                                   (UNAUDITED)

(D) STOCK-BASED COMPENSATION

The Company accounts for stock options issued to employees in accordance with
the provisions of Accounting Principles Board ("APB") Opinion No. 25,
"Accounting for Stock Issued to Employees," and related interpretations. As
such, compensation cost is measured on the date of grant as the excess of the
current market price of the underlying stock over the exercise price. Such
compensation amounts are amortized over the respective vesting periods of the
option grant. The Company adopted the disclosure provisions of SFAS No. 123
"Accounting for Stock-Based Compensation," and SFAS No. 148 "Accounting for
Stock Based Compensation - Transition and Disclosure," which permits entities to
provide pro forma net income (loss) and pro forma earnings (loss) per share
disclosures for employee stock option grants as if the fair-valued based method
defined in SFAS No. 123 had been applied.

The Company accounts for stock options or warrants issued to non-employees for
goods or services in accordance with the fair value method of SFAS 123. Under
this method, the Company records an expense equal to the fair value of the
options or warrants issued. The fair value is computed using an options pricing
model.

There were no stock options granted, forfeited or exercised during the three
months ended March 31, 2005.

(E) REVENUE RECOGNITION

The Company follows the guidance of the Securities and Exchange Commission's
Staff Accounting Bulletin No. 104 for revenue recognition. In general, the
Company records revenue when persuasive evidence of an arrangement exists,
services have been rendered or product delivery has occurred, the sales price to
the customer is fixed or determinable, and collectibility is reasonably assured.

Additionally, the Company follows 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. The value of promotional
bonus dollars provided to customers is netted with revenues.

The total amount wagered ("handle") was $12,426,180 and $11,883,387 for the
three months ended March 31, 2005 and 2004, respectively. The relationship of
net casino revenues to handle ("hold percentage") was 1.34% and 2.64% for the
three months ended March 31, 2005 and 2004, respectively.

(F) NET LOSS PER SHARE

SFAS No. 128, "Earnings Per Share," requires companies with complex capital
structures or common stock equivalents to present both basic and diluted
earnings per share ("EPS") on the face of the income statement. Basic EPS is
calculated as the income or loss available to common stockholders divided by the
weighted average number of common shares outstanding during the year. Diluted
EPS is calculated using the "if converted" method for common share equivalents
such as convertible securities and options and warrants.

For the three months ended March 31, 2005 and 2004, basic and diluted EPS are
the same since all common stock equivalents were anti dilutive and since the
Company reported a net loss. At March 31, 2005, there were 28,328,000 shares of
common stock that are considered dilutive securities outstanding. These
collateral shares

                                        7

<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005
                                   (UNAUDITED)

are contingently returnable. The contingent shares are not included in the
computation of Basic EPS. In December 2004, the Company had issued those
28,328,000 shares in order to obtain a loan (see Notes 9 and 16).

(G) CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to concentration of
credit risk consist principally of non-marketable securities.

The Company holds approximately 3,360,447 common shares of Midas Entertainment,
Inc.'s (traded on pink sheets) publicly traded common stock at March 31, 2005
having a cost basis of $285,868. All Midas shares are currently being treated as
non-marketable securities carried at cost. The investment in Midas securities
represents 100% of the Company's investments at March 31, 2005. (See Note 4)

(H) RECENT ACCOUNTING PRONOUNCEMENTS

In November 2004, the Financial Accounting Standards Board (FASB) issued SFAS
151 "Inventory Costs". This Statement amends the guidance in ARB No. 43, Chapter
4, "Inventory Pricing", to clarify the accounting for abnormal amounts of idle
facility expense, freight, handling costs, and wasted material (spoilage). In
addition, this Statement requires that allocation of fixed production overhead
to the costs of conversion be based on the normal capacity of the production
facilities. The provisions of this Statement will be effective for the Company
beginning with its fiscal year ending 2006. The Company is currently evaluating
the impact this new Standard will have on its operations, but believes that it
will not have a material impact on the Company's consolidated financial
position, results of operations or cash flows.

In December 2004, the FASB issued SFAS 153 "Exchanges of Non monetary Assets -
an amendment of APB Opinion No. 29". This Statement amended APB Opinion 29 to
eliminate the exception for non-monetary exchanges of similar productive assets
and replaces it with a general exception for exchanges of non-monetary assets
that do not have commercial substance. A non-monetary exchange has commercial
substance if the future cash flows of the entity are expected to change
significantly as a result of the exchange. The adoption of this Standard is not
expected to have any material impact on the Company's consolidated financial
position, results of operations or cash flows.

In December 2004, the FASB issued SFAS 123 (revised 2004) "Share-Based Payment".
This Statement requires that the cost resulting from all share-based
transactions be recorded in the financial statements. The Statement establishes
fair value as the measurement objective in accounting for share-based payment
arrangements and requires all entities to apply a fair-value-based measurement
in accounting for share-based payment transactions with employees. The Statement
also establishes fair value as the measurement objective for transactions in
which an entity acquires goods or services from non-employees in share-based
payment transactions. The Statement replaces SFAS 123 "Accounting for
Stock-Based Compensation" and supersedes APB Opinion No. 25 "Accounting for
Stock Issued to Employees". The provisions of this Statement will be effective
for the Company beginning with its fiscal year ending 2005. The Company is
currently evaluating the impact this new Standard will have on its consolidated
financial position, results of operations or cash flows.

                                        8

<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005
                                   (UNAUDITED)

(I) RECLASSIFICATIONS

Certain amounts in the year 2004 unaudited consolidated financial statements
have been reclassified to conform to the year 2005 unaudited consolidated
presentation.

NOTE 3 ACCOUNTS RECEIVABLE AND ALLOWANCE FOR CHARGEBACKS

The Company records accounts receivable from its credit card processors. The
processors holdback a stipulated percentage of amounts due to the Company based
on their historical chargeback experience for the industry. The holdback reserve
is maintained by the processors on a rolling basis with funds generally released
after six months. Reserves range from 7% to 10% of charges based on the
chargeback experience of the gaming industry. Since the gaming industry as a
whole has experienced a high percentage of chargebacks for customer accounts,
and the holdback reserve is based on historical experience of the merchant
banks, the Company has reserved 100% of its holdback accounts receivable as of
March 31, 2005.

During the three months ended March 31, 2005 and 2004, respectively, the Company
recorded a bad debt expense for the holdback of $8,391 and $35,201.

Accounts receivable at March 31, 2005 was as follows:

          Accounts receivable - other           $       1,900
          Accounts receivable                         170,500
          Allowance for chargebacks                  (170,500)
                                                -------------

          ACCOUNTS RECEIVABLE, NET              $       1,900
                                                =============

NOTE 4 INVESTMENT - NON-MARKETABLE SECURITIES - RELATED PARTY

On March 23, 2005 ("record date"), AngelCiti issued a stock dividend to its
shareholders in the form of Midas stock. For each share of AngelCiti stock held,
all shareholders would receive one share of Midas for five shares of AngelCiti
shares held. On the record date, the Company had 6,239,870 shares issued and
outstanding that were eligible to receive dividend distributions. The dividend
provided for the distribution of 1,247,974 shares of Midas common stock to
AngelCiti shareholders.

The Company had an additional 25,600,000 shares issued and outstanding to an
entity that was specifically not includable for any dividend distributions the
Company may issue. This entity as part of a loan agreement agreed to be excluded
from this type of transaction. (See Notes 9 and 11(C))

                                        9

<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005
                                   (UNAUDITED)

The dividend shares are being carried at their cost pursuant to APB 18 and have
been included as a component in the share reconciliation below:

Activity relating to Midas shares held by the Company during the three months
ended March 31, 2005 was as follows:

         Shares held at December 31, 2004                            4,608,421
         Shares acquired                                                    --
         Dividend shares issued to AngelCiti shareholders           (1,247,974)
         Shares sold                                                        --
                                                                    ----------
         Shares held at March 31, 2005                               3,360,447
                                                                    ==========

The composition of Non-Marketable Securities at March 31, 2005 is as follows:

            Cost          Fair Value             Unrealized Gain (Loss)
         ----------      ------------        -----------------------------

          $285,868         $285,868                  $      --

There have been no impairment losses charged to the statements of operations
associated with these Non-Marketable Securities for the three months ended March
31, 2005 and 2004, respectively.

NOTE 5 PROPERTY AND EQUIPMENT

Property and Equipment at March 31, 2005 is as follows:

         Computer equipment                                      $      28,000
         Vehicle                                                        17,000
         Less: accumulated depreciation                                (22,878)
                                                                 -------------

                                                                   $    22,122
                                                                 =============

Depreciation expense for the three months ended March 31, 2005 and 2004 were
$2,250 and $1,400, respectively.

NOTE 6 COMMITMENTS AND CONTINGENCIES

(A) COMMITMENTS

On January 20, 2003, ("effective date"), the Company entered into an agreement
with Equivest Opportunity Fund, Inc. ("Equivest") whereby the Company sold
Equivest 14 online gaming URL's. The Company also entered into a sublicense
agreement with Equivest whereby the Company was to administer Equivest's online
casino sites. Pursuant to this agreement, Equivest is obligated to pay the
Company a fee equal to 95% of the net proceeds derived from the operations of
the casino websites plus all expenses associated with the operations and
marketing of the casino websites. As a result of this agreement, the Company has
an economic concentration with Equivest as substantially all of its revenues are
derived from the sublicensing of software to Equivest and administration of its
online casino operations. As a result of such concentration, the Company is
vulnerable to a potential severe impact in the near term. Severe impact is

                                       10

<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005
                                   (UNAUDITED)

defined as the effect of disrupting the normal functioning of the Company. As of
March 31, 2005, 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, 2005, 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 the Company's sole source of
revenues, such regulations can and do have a material effect on the Company's
operations. Moreover, given the nature of the Company's operations, the Company
may be directly subject to such regulation as well. In recognition of the
foregoing, the Company's servers have been relocated to the Kahnawake
Reservation in Quebec, Canada, where the Company feels the regulatory
environment is more favorable to the Company's operations.

While some jurisdictions have attempted to restrict or prohibit Internet gaming,
other jurisdictions, such as several Caribbean countries, Australia, the United
Kingdom 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 the Company's customers and the Company.

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

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

                                       11

<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005
                                   (UNAUDITED)

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

Several State Attorney Generals and court decisions have upheld the
applicability of state anti-gambling laws to Internet casino companies.
Accordingly, there is a risk that criminal or civil proceedings could be
initiated in the United States or other jurisdictions against online casinos
and/or their employees, and such proceedings could involve substantial
litigation expense, penalties, fines, diversion of the attention of key
executives, injunctions or other prohibitions being invoked against online
casinos and/or their employees. Such proceedings could have a material adverse
effect on the business, revenues, operating results and financial condition of
the Company's customers and the Company. 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. The Company intends to minimize these potential legal risks by
continuing to conduct the Company's Internet business from offshore locations
that permit online gaming and by increasing the Company's marketing efforts in
Asia and other foreign jurisdictions that the Company feels 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 the Company's Internet gaming related activities.

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

A Class Action complaint was recently filed in the Superior Court of the State
of California against Google, Yahoo, Overture and numerous other online content
companies for accepting and placing advertising for online gambling companies,
seeking relief based upon the fact that these companies aided and abetted
illegal activities under California law by accepting advertising promoting such
activities. The action is brought as a Private Attorney General Action seeking

                                       12

<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005
                                   (UNAUDITED)

disgorgement of the advertising fees earned by such companies for the
advertising, plus penalties and the listed plaintiffs include a gambler who
claims to have lost in excess of $100,000, Indian Tribes of California who claim
they lost out on gambling revenues they would have otherwise earned but for the
online gambling activities that took away from their revenues and the State of
California that lost out on taxation and other revenues they would have earned
had such gambling activities occurred at the Indian Gambling locations in the
State of California.

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

Baroda is engaged as an online gaming operator and is subject to the licensing
requirements imposed by the Costa Rican government. Both Worldwide and Equivest
currently operate their respective businesses under the gaming license of
Baroda, pursuant to the terms of Worldwide's Commercial Sublease and Services
Agreement with Baroda, as amended, despite the fact that the Company does
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 the Company's
business and the business of Equivest, and could result in the termination of
Worldwide's and Equivest's current operations.

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, 2005, the Company had accrued
$33,780 as an accrued 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.

                                       13

<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005
                                   (UNAUDITED)

Effective September 2004, the Company reached an oral agreement with its
software licensor to amend the minimum monthly royalty payment from $20,000 to
$10,000. During the year ended December 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 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 $3.68 per share. During the three months ended March 31, 2005, there
were no exercises of stock options. The software licensor has 35,756 options
available for future exercises.

During three months ended March 31, 2005 and 2004, the Company incurred a
royalty expense of $32,185 and $60,962, respectively.

NOTE 8 CUSTOMER DEPOSITS AND PAYOUTS DUE

(A) Customer Deposits

During the three months ended March 31, 2005, 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 2(E)). At March 31, 2005, the Company had customer deposits on hand of
$15,175.

(B) Payouts Due

During the three months ended March 31, 2005, 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, 2005, the
Company had payouts due of $8,708.

NOTE 9 LOAN PAYABLE - RELATED PARTY

During the three months ended March 31, 2005, the Company's landlord, a related
party, who had previously advanced working capital relating to corporate
expenses paid on behalf of the Company was repaid $66,501. The remaining loan
balance was $16,838 at March 31, 2005. The loan advances were non-interest
bearing, unsecured, and due on demand (see Note 12).

In January 2005, pursuant to the terms of a collateral loan agreement and
promissory note, the Company received $300,000 of working capital from a
principal stockholder. The note bears interest at LIBOR + 4%, is secured by
28,328,000 of free trading stock and is due five years from the anniversary of
the advance. At March 31, 2005, the Company had accrued $300,000 and related
accrued interest of $4,696. The lender is a related party since it holds more
than 10% of the issued and outstanding common stock of the Company. The lender,
however, can not exercise control due to the superior voting rights attributed
to the Series A, convertible voting stock. (See Note 12)

In April 2005, the Company settled the loan balance and related accrued interest
in exchange for the return and subsequent cancellation of 25,600,000 shares of
common stock that were previously held as collateral. As a result, the Company
has classified the related party loan as current. (See Note 16)

                                       14

<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005
                                   (UNAUDITED)

NOTE 10 ACCRUED STOCK PAYABLE

During the three months ended March 31, 2005, the Company received funds
relating to the sale of common stock. The Company had not approved these
specific shares for issuance. As a result, the Company has elected to treat the
funds received as a current liability. At March 31, 2005, the Company has
reflected a current liability of $19,823. Management expects to approve and
issue 15,400 shares of common stock in June 2005 in order to satisfy this
liability.

NOTE 11 STOCKHOLDERS' EQUITY

(A) Common Stock Issuances

During the quarter ended March 31, 2005, the company issued 298,320 shares of
common stock for net proceeds of $117,629.

(B) Dividend

On March 25, 2005, AngelCiti issued a dividend of its Midas
investment in non-marketable securities to its shareholders. (See Note 4)

(C) Stock Subscription Receivable

During the three months ended March 31, 2005, the Company had agreed to issue
5,000 shares of common stock in exchange for $5,000. The $5,000 was paid in full
in April 2005. (See Note 16)

NOTE 12 RELATED PARTY TRANSACTIONS

During the three months ended March 31, 2005, the Company repaid $66,501 to its
landlord, a related party. (See Note 9)

During the three months ended March 31, 2005, the Company received a $300,000
loan from a principal stockholder. (See Note 9)

NOTE 13 COMBINATION OF ENTITIES UNDER COMMON CONTROL

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

                                       15

<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005
                                   (UNAUDITED)

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

The president and director of Midas is the president of the Company.

NOTE 14 SOFTWARE CONCENTRATION

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

NOTE 15 GOING CONCERN

As reflected in the accompanying consolidated financial statements, the Company
has a net loss of $237,421 and net cash used in operations of $120,787 for the
three months ended March 31, 2005 and an accumulated deficit of $2,540,951 at
March 31, 2005. 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's financing agreement
with FinanzInvest, Ltd. can provide a source of funding totaling $2,430,000 (see
Note 9.) The unaudited consolidated financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern.

NOTE 16 SUBSEQUENT EVENTS

In April 2005, the Company received $5,000 on subscription. See Note 11(C)

On April 5, 2005, the Company entered into a business consulting agreement with
an unrelated 3rd party to provide management services, public relations and
other general business consulting services. The term of the agreement is for one
year and expires April 5, 2006. The agreement provides compensation as follows:

(a) Restricted stock - paid by shareholders

    Issue 109,000 shares of the Company's restricted common stock. These shares
    are being provided directly by two of the Company's shareholders. The value
    of the stock provided was based on the quoted closing trading price on the
    grant date. The shares had a value of $1.10 per share for a total of
    $119,900. The Company will record a consulting expense over the service
    period and a related credit to additional paid in capital to reflect the
    capital contribution by the Company's shareholders.

                                       16

<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 31, 2005
                                   (UNAUDITED)

(b) Cashless options

    Issue options to purchase 100,000 common shares with an exercise price of
    $1.25 per share with a term of five years. In addition, the options have a
    cashless exercise provision. The Company is currently determining the
    relevant valuation pursuant to SFAS 123 in connection with recording the
    appropriate expense.

On April 26, 2005, the Company had reached an agreement with its lender to
retire the outstanding $300,000 loan under its collateral loan agreement and
promissory note, plus all related accrued interest and any other amounts accrued
thereunder. In addition, the company will cancel and retire 25,600,000 shares
that had been held as collateral in connection with that loan and recognize a
settlement expense based on the fair value of the 2,728,000 shares of collateral
retained by the lender.

The company is in continuing negotiations for an acquisition with Carib Gaming
Limited, ("CG") a Turks and Caicos based company. CG has a license to operate
slot and other electronic gaming machines. A definitive agreement was signed on
March 17, 2005.

NOTE 17 RESTATEMENT

Subsequent to the issuance of the Form 10-QSB for the quarter ended March 31,
2005, the Company became aware that the 28,328,000 shares issued as collateral
should not be presented as issued and outstanding. The resulting change
eliminates deferred expense contra equity and reduces common stock and APIC by
$14,164,000. There is no effect on the net loss or cash flows. Net loss per
share increased by $(0.07).







                                       17

<PAGE>

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

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

RESULTS OF OPERATIONS

Overview
--------

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

Worldwide is a sub-licensor and administrator of Internet casino gaming
software. We do not own on-line casinos. Our operating revenues are generated
solely from our administration of the on-line casino owned by Equivest
Opportunity Fund, an unrelated third party ("Equivest"), and the sub-licensing
of gaming software to Equivest. We receive a fee from Equivest based upon the
revenue generated by its casino's on-line play. As our operating revenues are
derived as a percentage of those earned by the owner of on-line casinos and our
expenses include those attributable to said casinos, we describe them herein as
casino revenues and expenses to provide a better understanding of the factors
affecting such revenues and expenses and the manner in which they are earned and
incurred.

We are not actively pursuing other online casino customers. Rather, we are
focusing 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 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.

We pay out a percentage of the fees that we earn to our software
provider/licensor. 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. 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


                                       18
<PAGE>

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 the RTG Software.

A full description of our operations can be found in our Annual Report on Form
10-KSB for the year ending December 31, 2004.

Financial Results
-----------------

For the three-month period ending March 31, 2005, we processed $12,426,180 in
gaming transactions, as contrasted with gaming transactions of $11,883,387 for
the same period of last year. We achieved this modest increase in processed
gaming transactions despite the fact that one of our transaction processors had
stopped doing business with us during the course of the first calendar quarter
of this year. Our net gaming transactions, or "handle", are separate and
distinct from our revenues, are not reflected as revenues in our financial
statements, and should not be confused with our revenues. Despite the 4.56%
increase in net gaming transactions, our net casino revenues decreased
significantly to $167,409 for the three-month period ending March 31, 2005 from
$314,122, for the same period of last year. Our overall win percentage suffered
a precipitous decline as our net casino revenue to handle ratio decreased to
approximately 1.34% from 2.64% on a year-to-year basis. We have not identified
any factors that have led to the reduction in our net casino revenue to handle
ratio and decrease in net casino revenues. However, we remain committed to
increasing traffic to the on-line casino whose operations we administer and
continue to offer promotional dollars to attract new players.

Our revenues are subject to significant uncertainties associated with the threat
of potential regulation that could restrict or ban online gaming by players
residing in the United States or restrict a player's ability to make payments to
us through United States companies or companies doing business in the United
States. These risks are more particularly described below. The amounts and
percentages of our revenues derived from Eqiuvest's US players is described in
the following table:

                               Amount of Revenues         Percentage of Revenues
     Period                 Derived From US Players      Derived From US Players
     ------                 -----------------------      -----------------------
Three-month period
Ended March 31, 2004               $273,286                      87.1%

Three-month period
Ended March 31, 2005               $160,713                      96.0%


                                       19
<PAGE>

Given the competition that we, and the on-line casino website that we
administer, face from others in our industry and the online and land-based poker
industry, we cannot be certain that we will be able to attract new players,
retain existing players or attain a level of profitability, with or without the
use of promotional dollars as an advertising and marketing tool. Even if we, or
they, do so, the possible effects or threats of government regulation on the
processors, advertisers or search engines with which we do business may continue
to hurt our revenues and results of operations.

The management of our ongoing operating expenses could not offset the dramatic
reduction in our net casino revenues, as our operating expenses decreased only
marginally to $401,155 for the calendar quarter ending March 31, 2005 from
$413,471 for the same period of last year.

Our marketing, advertising and affiliate commission expenses increased
approximately 130% from $54,948 for the three-month period ending March 31, 2004
to $126,224 for the three- month period ending March 31, 2005. This increase is
attributable to several factors, including but not limited to our employment of
a new marketing director and implementation of aggressive sales and marketing
programs. Despite these efforts we cannot be certain that we will generate an
increase in processed gaming transactions or our net casino revenues.

Consulting fees increased to $76,839 for the three-month period ending March 31,
2005 from $15,000 for the same period of last year. Consulting fees for the
three month period ending March 31, 2005 and March 31, 2004 included fees of
$5,000 per month paid to Lawrence Hartman, Chief Executive Officer of Omega
Ventures, Inc. ("Omega"), which had formerly held a controlling interest in our
securities and did not include consulting fees that had previously been paid in
connection with financial consulting or investor relations. As of the date of
this Report, this monthly fee is now being paid to Omega, pursuant to a
consulting agreement that we had entered into with Omega in May 2005. The
balance of the consulting fees that we incurred during the first quarter of this
year were paid in connection with agreements to provide investor relations and
strategic planning services. The investor relations agreement has expired
pursuant to its terms and will not be renewed. It is anticipated that consulting
fees paid for services rendered in connection with strategic and other planning
will be paid through the end of the year, but may be extended at our election.
As our operations remain dependent on our receipt of third party financing, we
may be required to 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.

Our royalty and license fee expenses decreased significantly to $32,185 for the
three-month period ending March 31, 2005 from $130,129 for the same period of
last year. The decrease was due, in part, from a revision in the terms of the
licensing agreement with our software provider that halved the minimum monthly
royalty payments that we had to make and the fact that we are no longer
amortizing an expense related to the licensing of our software.

                                       20
<PAGE>

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.

Effects of Existing and Potential 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. In
recognition of the foregoing, our servers have been relocated to the Kahnawake
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.

Existing worldwide governmental regulation and the possibility of future
worldwide governmental regulation on Internet and land based gaming operations
can have a material and adverse effect on our operations and future prospects.
The elimination of land based betting duties in Great Britain has had the effect
of making land-based gaming more competitive with on-line gaming and could drive
business and revenues away from on-line gambling sites. The long term effects of
these regulations could put pressure on other jurisdictions to permit and
regulate on-line gaming in their respective jurisdictions and could create
greater competition for us, as such regulations would likely benefit land based
casinos who have better name recognition and resources.

                                       21
<PAGE>

We are also faced with risks regarding the potential prohibition of online
casino gaming. These risks are more pronounced in connection with the business
that Equivest derives from its American players. The United States Congress has
attempted to criminalize Internet gambling and the processing of Internet
gambling transactions. While such legislation has not yet been enacted, no
assurance is given that such legislation or other legislation adversely
affecting our operations and business will not be enacted and signed into 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 from within 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 is equally unclear as to
whether the United States will appeal the World Trade Organization ruling.

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. 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 and could have a material adverse effect on the business,
revenues, operating results and financial condition of our customers and us.
Attempts have also been made at the state level to criminalize the processing of
Internet gaming transactions and the advertisement of on-line gaming
solicitations. Whether or not such attempts ultimately succeed, they can and do
have a chilling effect on our ability to arrange for the processing of gaming
transactions and solicit and retain players. 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 the foregoing 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. Despite our efforts, a
significant amount of our business is derived from players residing in the
United States. There is no assurance, however, that we will be able to shift
Equivest's business away from American players or otherwise avoid the reach of
potentially adverse governmental regulation.

Worldwide is a sub-licensor of online gaming software and administers a third
party's online casino website. It does not own online casinos. We do not believe


                                       22
<PAGE>

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, we can offer no assurance that any given
jurisdiction will not take the position that we or Worldwide are subject to
their regulations governing online gaming.

LIQUIDITY AND CAPITAL RESOURCES

We have never operated at a profit. While we strive to increase our operations
and attain a level of profitability, we have historically been forced to rely on
additional investment capital and loans to remain in business. Towards this end,
we have raised proceeds of $117,629 during the first calendar quarter of 2005
year, net of commissions, pursuant to a Regulation S offering, during the course
of which we sold 298,320 shares of our restricted common stock. On January 4,
2005 we received an advance of $300,000 pursuant to a Loan and Security
Agreement (the "Loan Agreement") from an unrelated third party lender. The
lender has agreed to settle this loan and all related interest that had accrued
thereon during the second calendar quarter of 2005, in exchange for its
retention of 2,728,000 of our common shares that the lender had been holding to
secure repayment of its loan to us. The remaining 25,600,000 of our common
shares that the lender had been holding to secure repayment of its loan to us
are to be returned to us and will be cancelled.

As of March 31, 2005, we had cash of $396,781 and had working capital of
$229,460 at that date. Our cash position and net working capital resulted from
funds raised pursuant to our ongoing Regulation S offering and the partial
funding of a loan facility that we had entered into in connection with the Loan
Agreement referred to above

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 twelve- month period. While we are hopeful that our on-line gaming
operations will generate positive cash flow by year end, 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 our cash
and other liquid assets 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.

                                       23
<PAGE>

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.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumption that have a significant impact on the results we report in our
financial statements. Some of our accounting policies require us to make
difficult and subjective judgments, often as a result of the need to make
estimates of matters that are inherently uncertain. Actual results may differ
from these estimates under different assumptions or conditions.

Valuation of Non-cash Capital Stock Issuances. We value our stock transactions
based upon the fair value of the equity instruments used in the particular
transaction, pursuant to the fair value accounting provisions of SFAS No. 123.
Various methods can be used to determine the fair value of the equity
instrument. We may use the fair value, the quoted market price or the
contemporaneous cash sale price of the stock based consideration. Each of these
methods may produce a different result. We use the method that most
appropriately reflects the value of the transaction to us. If a difference
method was used it could impact the expense, deferred stock and equity stock
accounts.

Income Taxes. We continue to record a valuation allowance for the full amount of
deferred income taxes, which would otherwise be recorded for tax benefits
related to operating loss carryforwards, as realization of such deferred tax
assets cannot be determined to be more likely than not likely.

Valuation of Investment in Non-Marketable Securities. We have determined our
investment in Midas' common shares to be non-marketable and have accounted for
the same at cost pursuant to APB No. 18, "The Equity Method of Accounting for
Investments in Common Stock" ("APB 18"). However, we are currently carrying this
investment as a current asset due to the likelihood and expectation that these
shares, or a portion thereof, could be sold by us within the next twelve months.
While there is a trading market for these shares, the trading market is quite
thin and we may never be able to liquidate all or a portion of these shares at
suitable prices or at any price. Our ability or inability to liquidate these


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<PAGE>

shares could impact our current assets and investment in non-marketable
securities-related party-at cost account.

OFF BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

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 are
effective and 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.

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

We are not subject to any legal proceedings.

Item 2.  Changes in Securities.

On February 10, 2003, we initiated a Regulation "S" offering to sell our common
shares. These Regulation S sales were effected through offshore brokers who
either purchased the shares at a discount or were paid a commission or other
concession. During the quarter ending March 31, 2005 we sold 298,320 common
shares, realizing net proceeds of $ 117,629 after the payment of commissions and
other remuneration. Shares sold pursuant to this Regulation S offering during
the quarter ending March 31, 2005 are described below:

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<PAGE>

On February 18, 2005, we issued 49,360 shares at an average price of
approximately $1.40 per share in connection with a Regulation "S" offering. The
shares were issued for gross proceeds of $69,039.

On March 14, 2005, we issued 51,700 shares at an average price of approximately
$1.22 per share in connection with a Regulation "S" offering. The shares were
issued for gross proceeds of $62,861.

On March 21, 2005, we issued 98,500 shares at an average price of approximately
$1.13 per share in connection with a Regulation "S" offering. The shares were
issued for gross proceeds of $110,945.

On March 22, 2005, we issued 26,700 shares at an average price of approximately
$.98 per share in connection with a Regulation "S" offering. The shares were
issued for gross proceeds of $26,290.

On March 31, 2005, we issued 72,000 shares at an average price of approximately
$1.12 per share in connection with a Regulation "S" offering. The shares were
issued for gross proceeds of $81,074.

As of April 5, 2005, we authorized the issuance of 15,400 shares at an average
price of $1.84 per share in connection with a Regulation "S" offering. These
shares were issued for gross proceeds of $28,386, which we received during the
quarter ending March 31, 2005.

Item 3.  Defaults upon senior securities - None

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

Item 5.  Other Information    -    None

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:



                                       26

<PAGE>

Exhibit No.                Description
-----------                -----------
   3.1           Articles of Incorporation, as amended*
   3.2           Bylaws, as amended**
   4.1           Common Stock Certificate**
  14.1           Code of Ethics***
  21.1           Names of Subsidiaries*
  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 April 5, 2005.
**  Incorporated by reference to our Form 10-SB12G filed with the U.S.
    Securities and Exchange Commission on April 4, 2000
*** Incorporated by reference to our Form 8-K filed on February 18, 2005.

         (b) Reports on Form 8-K    Incorporated by reference.

         8-K/A filed on January 10, 2005
         8-K   filed on February 8, 2005
         8-K   filed on March 7, 2005
         8-K/A filed on May 3, 2005

                                       27

<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:  February 1, 2006                  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:  February 1, 2006                  By: /s/ George Gutierrez
                                             -----------------------------------
                                             George Gutierrez, CEO and President


Date:  February 1, 2006                  By:  /s/ Dean Ward
                                              ----------------------------------
                                              Dean Ward, CFO and Director

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