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: September 30, 2003

                         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.
                                                                 Yes [ ] No [x]

As of September 30, 2003,  there were 170,609,688  outstanding  shares of common
stock, par value $0.00025.

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


                                       1
<PAGE>


Part I.                        FINANCIAL INFORMATION

Item 1.           Financial Statements




                                       2
<PAGE>




                  AngelCiti Entertainment, Inc. and Subsidiary

                        Consolidated Financial Statements
                                   (Unaudited)

                               September 30, 2003







                                       3
<PAGE>










                  AngelCiti Entertainment, Inc. and Subsidiary

                                    Contents


                                                                    Page(s)
                                                                   -----------
Consolidated Balance Sheet                                             5

Consolidated Statements of Operations                                  6

Consolidated Statements of Cash Flows                                7 - 8

Notes to Consolidated Financial Statements                           9 - 22





                                       4
<PAGE>


                  ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARY
                           Consolidated Balance Sheet
                           --------------------------
                               September 30, 2003
                                   (Unaudited)


<TABLE>
<CAPTION>
                                ASSETS
                                ------

<S>                                                                       <C>
CURRENT ASSETS
  Cash                                                                    $           36,278
  Prepaid assets                                                                       4,659
  Other                                                                                  876
                                                                            -----------------
TOTAL CURRENT ASSETS                                                                  41,813
                                                                            -----------------

EQUIPMENT, NET                                                                        16,072

                                                                            -----------------
TOTAL ASSETS                                                              $           57,885
                                                                            =================

                          LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                          ----------------------------------------

CURRENT LIABILITIES
  Accounts payable                                                        $           28,100
  Accounts payable - related party                                                     5,000
  Accrued royalty payable                                                             21,049
  Loan payable - related party                                                       191,913
  Payouts due                                                                         30,588
  Customer deposits                                                                   21,678
  Payroll taxes payable                                                                6,645
  Notes Payable                                                                      126,460
  Accrued interest payable                                                             1,287
  Net liabilities from discontinued operations                                        25,000
                                                                            -----------------
TOTAL CURRENT LIABILITIES                                                            457,720
                                                                            -----------------

STOCKHOLDERS' DEFICIENCY
  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
      170,609,688 shares issued and outstanding                                       42,657
  Additional paid in capital                                                         982,686
  Accumulated deficit                                                             (1,286,319)
                                                                            -----------------
                                                                                    (260,962)
                                                                            -----------------
  Less:  Deferred license fee                                                       (138,333)
  Less:  Stock Subscription reveivable (28,800 shares)                                  (540)
                                                                            -----------------
TOTAL STOCKHOLDERS' DEFICIENCY                                                      (399,835)
                                                                            -----------------

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY                            $           57,885
                                                                            =================
</TABLE>

           See accompanying notes to consolidated financial statements


                                       5
<PAGE>

                  ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARY
                      Consolidated Statements of Operations
                      -------------------------------------
                                   (Unaudited)

<TABLE>
<CAPTION>
                                             Three months ended September 30,  Nine months ended September 30,
                                                   2003            2002             2003             2002
                                              ---------------  --------------  ---------------  ---------------

<S>                                         <C>              <C>             <C>              <C>
CASINO REVENUES, NET                        $        211,413 $       113,003 $        737,932 $        117,393
                                              ---------------  --------------  ---------------  ---------------

OPERATING EXPENSES
Amortization and Depreciation                          1,400          21,389           16,893           53,113
Affiliate Commission                                  44,748          30,671          151,375           30,671
Bad debts                                             24,476          37,725           38,070           75,140
Consulting                                            50,000          11,500          150,000           17,470
Royalty                                               60,000          22,228          145,816           28,232
Marketing                                              6,257               -          190,067                -
Advertising                                           17,632           1,849           17,632            1,849
Legal & Professional fees                             86,284           7,365          179,547            8,048
Rent                                                  18,782          20,133           55,281           26,627
License Fee                                           69,167               -          159,167                -
Investor Relations                                    50,000               -           50,000                -
General and Administrative                           117,055          96,067          426,060          193,426
                                              ---------------  --------------  ---------------  ---------------
TOTAL OPERATING EXPENSES                             545,801         248,927        1,579,908          434,576
                                              ---------------  --------------  ---------------  ---------------

LOSS FROM OPERATIONS                                (334,388)       (135,924)        (841,976)        (317,183)
                                              ---------------  --------------  ---------------  ---------------

OTHER INCOME
Interest income                                          200               -              450                -
Other income                                           2,689           2,506            7,237            2,517
                                              ---------------  --------------  ---------------  ---------------
TOTAL OTHER INCOME                                     2,889           2,506            7,687            2,517
                                              ---------------  --------------  ---------------  ---------------

OTHER EXPENSES
Interest expense                                      (1,184)              -           (1,287)               -
Other expenses                                       (47,834)         (1,976)         (47,834)          (2,032)
                                              ---------------  --------------  ---------------  ---------------
TOTAL OTHER EXPENSE                                  (49,018)         (1,976)         (49,121)          (2,032)
                                              ---------------  --------------  ---------------  ---------------

Total Other income (expense)                         (46,129)            530          (41,434)             485
                                              ---------------  --------------  ---------------  ---------------

NET LOSS                                    $       (380,517)$      (135,394)$       (883,410)$       (316,698)
                                              ===============  ==============  ===============  ===============

NET LOSS PER SHARE - BASIC AND DILUTED      $           0.00 $          0.00 $           0.00 $           0.00
                                              ===============  ==============  ===============  ===============

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
        during the year - basic and diluted      275,380,706     504,000,000      472,914,208      504,000,000
                                              ===============  ==============  ===============  ===============
</TABLE>

           See accompanying notes to consolidated financial statements


                                       6
<PAGE>

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

<TABLE>
<CAPTION>
                                                                         Nine months ended September 30,
                                                                           2003                   2002
                                                                   ---------------------   --------------------
<S>                                                              <C>                     <C>
Cash Flows from Operating Activities:
Net loss                                                         $             (883,410) $            (316,698)
Adjustments to reconcile net loss to net cash used in
      operating activities:
Amortization and Depreciation                                                    16,893                 53,113
Bad debts                                                                        38,070                 75,140
Amortization of cash and stock based deferred expenses                          150,000                      -
Recognition of deferred expense and consulting fees                             159,167                      -
Changes in operating assets and liabilities:
(Increase) decrease in:
  Accounts receivable                                                           (32,995)              (103,842)
  Prepaid and other assets                                                       (5,535)                     -
Increase (decrease) in:
  Accounts payable                                                                3,111                138,815
  Accounts payable - related party                                                5,000
  Accrued royalty payable                                                       (10,184)                28,233
  Accrued interest payable                                                        1,287                      -
  Customer deposits and payouts due                                                (267)                50,168
  Payroll taxes payable                                                            (912)                     -
  Net liabilities from discontinued operations                                   (2,805)                     -
                                                                   ---------------------   --------------------
NET CASH USED IN OPERATING ACTIVITIES                                          (562,580)               (75,071)
                                                                   ---------------------   --------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Cash acquired from acquisition                                                     75                      -
  Purchase of software                                                                -                (91,765)
                                                                   ---------------------   --------------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                                  75                (91,765)
                                                                   ---------------------   --------------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of common stock                                        585,746                      -
  Contributed capital                                                                 -                 26,000
  Repayment of loan payable - parent                                            (48,423)                     -
  Proceeds from loan payable - related party                                          -                148,958
  Proceeds from notes payable                                                   126,460                      -
  Repayment of loan payable - related party                                     (81,728)                     -
                                                                   ---------------------   --------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                       582,055                174,958
                                                                   ---------------------   --------------------

Net Increase in Cash                                             $               19,550  $               8,122

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

CASH AT END OF PERIOD                                            $               36,278  $               8,122
                                                                   =====================   ====================
</TABLE>

           See accompanying notes to consolidated financial statements


                                       7
<PAGE>

                  ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

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

On March 4,  2003,  the  Company  issued  2,400,000  shares of  common  stock in
connection with a financial consulting agreement.  The shares issued were valued
at $40,000. (See Notes 4 and 8(E))

In  May  2003,  the  Company  received  contributed  computer  equipment  from a
principal stockholder with a net book value of $17,939. (See Note 8(F))

On July 31,  2003,  the  Company  issued  28,800  shares of its common  stock in
connection with a Regulation "S" offering for a subscription receivable of $540.
(See Note 8(E))

On July 1, 2003, the Company issued 12,000 shares of preferred stock,  Series A,
in exchange for the return, cancellation, and retirement of 80,000,000 shares of
its common stock held by its parent. (See Note 8(D)(i))

On August 15, 2003, the Company issued 2,000 shares of preferred  stock,  Series
A, in exchange for the return, cancellation, and retirement of 29,000,000 shares
of its common stock held by its parent. (See Note 8(D)(i))

At September  30, 2003,  Omega  Ventures,  Inc (the  Company's  parent)  forgave
$85,362 of intercompany accounts payable. (See Note 8(H))

           See accompanying notes to consolidated financial statements


                                       8
<PAGE>



                  ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                               ------------------
                                   (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  Worldwide  Management,  S.A. for the year ending
December 31, 2002 included in AngelCiti's Form 8-K.

NOTE 2   NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
----------------------------------------------------------------------------

         (A) NATURE OF OPERATIONS

         AngelCiti Entertainment,  Inc.'s subsidiary,  Worldwide Management S.A.
         D/B/A Worldwide  Capital  Holdings  ("Worldwide"),  was incorporated in
         Costa Rica in 2002,  and  acquired  by  AngelCiti  Entertainment,  Inc.
         (f/k/a iChance  International,  Inc.) in January 2003. The  transaction
         was accounted for as a  recapitalization  of Worldwide (see Note 8(A)).
         AngelCiti  Entertainment  Inc. acquired First National  Consulting Inc.
         ("FNC"),  a Belize  Corporation  and a related party in September  2003
         (see Note 10).  AngelCiti  Entertainment,  Inc.  and its  subsidiaries,
         herein after will be collectively referred to as the "Company."

         The  Company  administers  software-based  games of chance  and  sports
         wagering  facilities on a worldwide  basis  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

         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.


                                       9
<PAGE>

                  ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                               ------------------
                                   (Unaudited)

         The total  amount  wagered  ("handle")  was $  43,255,602  for the nine
         months ended September 30, 2003. The relationship of revenues to handle
         ("hold  percentage")  was 1.71% for the nine months ended September 30,
         2003.

         (D) RECENT ACCOUNTING PRONOUNCEMENTS

         In  November  2002,  the  FASB  issued  FASB   Interpretation  No.  45,
         "Guarantor's  Accounting and Disclosure  Requirements  for  Guarantees,
         Including  Indirect  Guarantees of  Indebtedness of Others" ("FIN 45").
         FIN 45 requires that a liability be recorded in the guarantor's balance
         sheet upon  issuance  of a  guarantee.  In  addition,  FIN 45  requires
         disclosures about the guarantees that an entity has issued, including a
         reconciliation of changes in the entity's product warranty liabilities.
         The initial  recognition and initial  measurement  provisions of FIN 45
         are applicable on a prospective  basis to guarantees issued or modified
         after  December  31,  2002,  irrespective  of  the  guarantor's  fiscal
         year-end.  The disclosure  requirements of FIN 45 are effective for the
         Company for financial  statements of interim periods  beginning July 1,
         2002.  The  adoption  of FIN 46 did not have a  material  impact on the
         Company's financial position, results of operations, or liquidity.

         In  January  2003,  the  FASB  issued  FASB   Interpretation   No.  46,
         "Consolidation  of  Variable  Interest   Entities"  ("FIN  46"),  which
         represents an  interpretation  of Accounting  Research  Bulletin No. 51
         ("ARB 51"), "Consolidated Financial Statements". ARB 51 requires that a
         Company's  consolidated  financial  statements include  subsidiaries in
         which  the  Company  has  a  controlling   financial   interest.   That
         requirement  usually  has been  applied  to  subsidiaries  in which the
         Company has a majority voting  interest.  However,  the voting interest
         approach  is  not  effective  in  identifying   controlling   financial
         interests in entities  (referred to as " variable  interest  entities")
         that are not  controllable  through  voting  interests  or in which the
         equity  investors  do not  bear the  residual  economic  risks.  FIN 46
         provides  guidance on  identifying  variable  interest  entities and on
         assessing whether a Company's  investment in a variable interest entity
         requires  consolidation  thereof.  FIN 46 is effective  immediately for
         investments made in variable  interest  entities after January 31, 2003
         and  it is  effective  in the  first  fiscal  year  or  interim  period
         beginning after September 15, 2003 for investments in variable interest
         entities made prior to February 1, 2003.  The adoption of FIN 46 is not
         expected to have a material impact on the Company's financial position,
         results of operations, or liquidity.

         (E) NET LOSS PER COMMON SHARE

         Basic net income (loss) per common share (Basic EPS) excludes  dilution
         and is computed by dividing net income  (loss) by the weighted  average
         number of common shares outstanding during the year. Diluted net income
         per share  (Diluted  EPS)  reflects the  potential  dilution that could
         occur if stock options or other  contracts to issue common stock,  such
         as  convertible  notes,  were exercised or converted into common stock.
         During the nine months ended  September  30, 2003,  the Company  issued
         23,618 shares of  convertible  preferred  stock,  Series B to an escrow
         agent,  however,   these  shares  are  not  deemed  to  be  issued  and
         outstanding.  At  September  30,  2003,  there  were  no  common  stock
         equivalents  outstanding,  which may dilute future  earnings per share.
         (See Note 8 (D)(ii))



                                       10
<PAGE>

                  ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                               ------------------
                                   (Unaudited)

         (F) RECLASSIFICATIONS

         Certain amounts in the year 2002 consolidated financial statements have
         been reclassified to conform to the year 2003 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
September 30, 2003.

During the nine months ended September 30, 2003, the Company recorded a bad debt
expense for the holdback of $ 38,070.

Accounts receivable at September 30, 2003 was as follows:

          Accounts receivable                   $       112,350
          Allowance for chargebacks                    (112,350)
                                                    ------------
          ACCOUNTS RECEIVABLE, NET              $           -
                                                    ============

NOTE 4   DEFERRED EXPENSES
--------------------------

On March 4, 2003,  the Company  entered  into a six month  financial  consulting
agreement with Marlin  International  Venture Capital, LLC ("Marlin") to provide
business and financial  consulting  services.  Under the terms of the agreement,
Marlin will receive a fee of $110,000 upon  execution of the  agreement.  Marlin
received 2,400,000 shares of the Company's common stock. The common stock issued
for consulting  fees pursuant to the March 4, 2003 agreement has a fair value of
$0.017 per share totaling  $40,000 based on the recent cash offering  price.  In
addition,  Marlin will be entitled to a percentage  of all amounts  raised under
debt or equity arrangements.  As of the September 30, 2003, the $110,000 fee had
been paid in full.  Total fees of $110,000 and $40,000 were  recognized  ratably
over the agreement term.

For the six months ended  September 30, 2003,  the Company  recognized  expenses
aggregating  $150,000.  Of this total,  $58,333 and $ 91,667  related to expense
recognition for deferred  consulting fees (assets) and deferred  consulting fees
(equity), respectively. (See Note 8(E))

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

         (A) COMMITMENTS

         On January 20, 2003 ("effective date"), AngelCiti  Entertainment,  Inc.
         f/k/a iChance International,  Inc. and Worldwide Management, S.A. d/b/a
         Worldwide  Capital  Holdings entered into a bill of sale agreement with



                                       11
<PAGE>

                  ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                               ------------------
                                   (Unaudited)

         Equivest Opportunity Fund, Inc. ("Equivest") to sublicense its software
         license.  Under  the  terms of the  sublicense,  Equivest  will pay the
         Company a license  fee  equal to the costs of all  expenses  associated
         with  all of  the  operations  of the  software  and  marketing  of the
         Company's  website and URL,  plus 95% of the net proceeds  derived from
         the operations of the software. In exchange,  Equivest will receive any
         and all rights,  title,  and interest in various URL addresses as fully
         described in the  sublicense  agreement.  As a result of the agreement,
         the  Company  is  considered  to have an  economic  concentration  with
         Equivest  as 95% of their  revenues  are  derived  from the  result  of
         Equivest's operations.  As a result of such concentrations,  the entity
         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 entity.  As of September  30, 2003,  there have been no events that
         have adversely effected the operations of the Company.  The term of the
         agreement is for three years from the effective  date and terminates on
         January 19, 2006. The agreement shall  automatically renew for one year
         periods  on  each  anniversary  of the  effective  date  unless  proper
         notification  for  non-renewal  is properly  made.  As of September 30,
         2003,  Equivest  was  not  owed  any  fees  under  the  terms  of  this
         sub-license agreement from Company.

         (B) CONTINGENCIES

         The Company  subject to applicable laws in the  jurisdictions  in which
         they  operate  and  offer  services.   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 in such  jurisdictions.  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 transmissions 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 business,
         revenues, operating results and the financial condition of the Company.

         On March 8, 2001, the government of the United Kingdom ("UK") announced
         that  effective  January 1, 2002, the current 6.75% "betting duty" that
         is passed onto a player, and 9% total betting duty, will 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.  A UK  government  issued  "Bookmakers  Permit"  will be
         required to accept wagers.  Currently, a UK based bookmaker may operate
         an Internet  bookmaking  site, but must collect the betting duty.  This
         reform is expected to make the UK a  significant  hub of gaming.  It is
         predicted  that their  official  entry  into  online  gaming  could put
         pressure on the United States and other entities toward  regulating the
         industry.

         Governments  in the  United  States or other  jurisdictions  may in the
         future adopt legislation that restricts or prohibits Internet gambling.
         After previous  similar bills failed to pass in 1998, in November 1999,



                                       12
<PAGE>

                  ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                               ------------------
                                   (Unaudited)

         the  United  States  Senate  passed a bill  intended  to  prohibit  and
         criminalize  Internet  gambling  (other than  certain  state  regulated
         industries).  A similar bill failed to pass the United  States House of
         Representatives. In 2002, a United States Senator recommended a bill to
         prohibit  online  gambling,  which  once  again  did not  pass  through
         Congress.  There can be no  assurance  as to whether the Senate bill or
         any similar bill will become law. In addition,  existing  U.S.  federal
         statutes  and state laws could be  construed  to  prohibit  or restrict
         gaming  through  the use of the  Internet,  and  there  is a risk  that
         governmental  authorities  may view the Company as having violated such
         statutes or laws.  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  the  Company  and/or  its  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   Worldwide  and/or  its
         employees.  Such  proceedings  could have a material  adverse effect on
         business,  revenues,  operating results and financial  condition of the
         Company. In addition,  as electronic commerce further develops,  it too
         may  generally 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
         market.  Any such developments  could have a material adverse effect on
         business,  revenues,  operating results and financial  condition of the
         Company.  The Company  intends to minimize the potential legal risks by
         continuing to conduct its Internet  business  from  offshore  locations
         that permit online gaming and by increasing their marketing  efforts in
         Asia and other foreign jurisdictions.  There is no assurance,  however,
         that these efforts will be successful  in  mitigating  the  substantial
         legal  risks and  uncertainties  associated  with our  Internet  gaming
         business.

         The Company's online casino operations are conducted in accordance with
         the laws of the country of Costa  Rica,  where  there is  currently  no
         gaming  license  requirement.  In the event that the laws of Costa Rica
         change to require  gaming  licenses for online casinos then the Company
         intends to promptly comply with such laws.

NOTE 6   ACCOUNTS, LOANS, AND NOTES PAYABLE
-------------------------------------------

         (A) ACCOUNTS PAYABLE, RELATED PARTY

         At September 30, 2003,  the Company had accounts  payable of $5,000 due
         to its landlord for various  corporate  expenses  paid on the Company's
         behalf (See Note 9).

         (B) LOAN PAYABLE, RELATED PARTY

         During  the  nine  months  ended  September  30,  2003,  the  Company's
         landlord,  a related party,  was repaid  $81,728  relating to corporate
         expenses  previously  paid  on  behalf  of the  Company.  This  partial
         repayment  is  included in the  $191,913  balance as  reflected  on the
         balance sheet. The loans were non-interest bearing,  unsecured, and due
         on demand (See Note 9).

         (C) NOTE PAYABLE, UNRELATED PARTY

         On September 21, 2003, the Company entered into a six month  promissory
         note  payable with an  unrelated  third  party.  Under the terms of the
         promissory note, the Company borrowed  $102,500 bearing interest at 2%.



                                       13
<PAGE>

                  ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                               ------------------
                                   (Unaudited)

         The note payable is unsecured.  At September 30, 2003,  the Company had
         accrued interest payable of $1,128.

         On July 1, 2003, the Company  entered into a six month  promissory note
         payable  with  an  unrelated  third  party.  Under  the  terms  of  the
         promissory  note, the Company  borrowed $23,960 bearing interest at 2%.
         The note payable is unsecured.  At September 30, 2003,  the Company had
         accrued interest payable of $159.

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.  At  September  30,  2003,  the Company had accrued
         $21,049 as a royalty payable.

         (B) COMMITMENT FOR MINIMUM ROYALTY PAYMENT

         The Company is  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  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
         September 30, 2003, 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 8(G)) 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.

         During the three and nine months ended  September 30, 2003, the Company
         incurred a royalty expense of $60,000 and $145,816, respectively.

NOTE 8   STOCKHOLDERS' DEFICIENCY
---------------------------------

         (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.   Pursuant  to  the



                                       14
<PAGE>

                  ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                               ------------------
                                   (Unaudited)

         recapitalization,  for  accounting  purposes,  the Company is deemed to
         have issued 68,160,000  common shares to the original  stockholders' of
         AngelCiti Entertainment,  Inc. Upon this recapitalization of Worldwide,
         the Company had an economic  concentration based on its dependence from
         its landlord to pay and provide certain corporate  expenses and related
         services.  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) STOCK SPLITS

         On January 20, 2003,  the Company  effectuated a 1 for 4 reverse common
         stock split.  All share and per share  information in the  accompanying
         consolidated  financial  statements has been retroactively  restated to
         reflect the reverse split.

         On May 7, 2003, the Company  effectuated a 6 for 1 forward common stock
         split.  All  share  and  per  share  information  in  the  accompanying
         consolidated  financial  statements has been retroactively  restated to
         reflect the forward split.

         On August 20, 2003, effective October 21, 2003, the Company effectuated
         a 4 for 1 forward  split of its common  stock.  All share and per share
         information in the accompanying  consolidated  financial statements has
         been retroactively restated to reflect the forward split. In connection
         with  this  stock   split,   the  Company   amended  its   Articles  of
         Incorporation  to reflect a change in the par value  common  stock from
         $0.001 to $0.00025.

         (C) SHARE AUTHORIZATIONS

         On February 26, 2003,  the Board of Directors  adopted a resolution  to
         authorize 150,000,000 shares of $0.001 par value common stock.

         On May 21,  2003,  the  Board of  Directors  adopted  a  resolution  to
         authorize 200,000,000 shares of $0.001 par value common stock.

         On October 21,  2003,  the Board of Directors  adopted a resolution  to
         authorize 300,000,000 shares of $0.00025 par value common stock.

         (D) PREFERRED STOCK ISSUANCES

                  (i)  SERIES A

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

                  On July 1, 2003, the Company issued 12,000 shares of preferred
                  stock, Series A, in exchange for the return, cancellation, and
                  retirement  of  80,000,000  shares of its common stock held by
                  its parent.  The shares were  accounted  for at cost  totaling
                  $80,000.  The  issuance of the shares  resulted in a credit to



                                       15
<PAGE>

                  ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                               ------------------
                                   (Unaudited)

                  preferred  stock,  Series A of $12 and a credit to  additional
                  paid in capital of $79,988.

                  On  August  15,  2003,  the  Company  issued  2,000  shares of
                  preferred  stock,  Series  A,  in  exchange  for  the  return,
                  cancellation,  and  retirement  of  29,000,000  shares  of its
                  common  stock held by its parent to the  treasury.  The shares
                  were accounted for at cost totaling  $29,000.  The issuance of
                  the shares resulted in a credit to preferred  stock,  Series A
                  of $2 and a credit to additional paid in capital of $28,998.

                  (ii) SERIES B

                  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. 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  September  30,  2003,  the
                  Company  has issued  23,618  shares of  convertible  preferred
                  stock, Series B ("collateral") in connection with a collateral
                  loan agreement and promissory note.  Equivalent  common shares
                  are  566,832,000  in accordance  with the terms of conversion.
                  Under the terms of the  agreement,  the Company  issued  these
                  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 is
                  required to return the collateral to the Company. In the event
                  of default on the loan, the lender can convert the collateral;
                  however,  there is no additional  recourse  against  corporate
                  assets.  The collateral is not transferable.  At September 30,
                  2003,  there  were no  amounts  due  under  the  terms of this
                  agreement  and  no  funds  were   available  to  the  Company.
                  Management  believes  this  potential  financing  will  not be
                  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.

         (E) COMMON STOCK ISSUANCES

         On March 4,  2003,  the  Company  entered  into a six  month  financial
         consulting  agreement with Marlin  International  Venture Capital,  LLC
         ("Marlin") to provide business and financial consulting services. Under
         the terms of the  agreement,  Marlin  received a fee of  $110,000  upon
         execution of the agreement.  Marlin also received  2,400,000  shares of
         the Company's common stock. The common stock issued for consulting fees
         pursuant to the March 4, 2003  agreement had a fair value of $0.017 per
         share  totaling  $40,000  based on the recent cash offering  price.  In
         addition, Marlin will be entitled to a percentage of all amounts raised
         under  debt or equity  arrangements.  As of  September  30,  2003,  the
         $110,000 fee had already been paid. (See Note 4)

         On February 10, 2003,  the Company  initiated a Regulation "S" offering
         to sell up to  144,000,000  (post 6 for 1 and 4 for 1  forward  splits)
         (see Note 8(B)) shares of common stock.



                                       16
<PAGE>

                  ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                               ------------------
                                   (Unaudited)

         On March 20, 2003, the Company issued  2,570,064 shares of common stock
         in connection  with a Regulation  "S" offering.  The shares were issued
         for proceeds of $42,834.

         On April 1, 2003,  the  Company  issued  3,429,936  shares at $.017 per
         share  and  473,664  shares at $.019  per  share in  connection  with a
         Regulation  "S"  offering.  The  shares  were  issued for  proceeds  of
         $66,047.

         On April 17, 2003,  the Company  issued  5,045,616  shares at $.019 per
         share in connection  with a Regulation  "S"  offering.  The shares were
         issued for proceeds of $94,605.

         On May 14, 2003, the Company issued 3,736,104 shares at $.018 per share
         in connection  with a Regulation  "S" offering.  The shares were issued
         for proceeds of $67,552.

         On May 26, 2003, the Company issued 3,724,272 shares at $.017 per share
         in connection  with a Regulation  "S" offering.  The shares were issued
         for proceeds of $61,769.

         On May 29, 2003,  the Company  issued 306,384 shares at $.019 per share
         in connection  with a Regulation  "S" offering.  The shares were issued
         for proceeds of $5,745.

         On June 2, 2003, the Company issued 2,859,232 shares at $.016 per share
         in connection  with a Regulation  "S" offering.  The shares were issued
         for proceeds of $45,787.

         On June 9, 2003,  the Company  issued  224,288  shares at $.035417  per
         share  upon  exercise  of stock  options.  The shares  were  issued for
         proceeds of $7,944. (See Note 8 (G))

         On June 17, 2003,  the Company  issued  1,553,516  shares of its common
         stock in connection  with a Regulation  "S" offering for a subscription
         receivable of $33,069.

         On June 20,  2003,  the Company  issued  1,144,960  shares at $.018 per
         share in connection  with a Regulation  "S"  offering.  The shares were
         issued for proceeds of $20,954.

         On July 1, 2003, the Company  issued 12,000 shares of preferred  stock,
         Series A to its principal stockholder parent in exchange for the return
         of 80,000,000 shares of its common stock. (See Note 6(B))

         On July 1, 2003,  the Company  issued 628,636 shares at $.021 per share
         in connection  with a Regulation  "S" offering.  The shares were issued
         for proceeds of $13,062.

         On July 3, 2003, the Company issued 56,000 shares at $.037 per share in
         connection  with a Regulation "S" offering.  The shares were issued for
         proceeds of $2,061.

         On July 14, 2003,  the Company  issued  252,524  shares of common stock
         upon the exercise of stock options at an exercise of $.035417 per share
         and having a fair value of $8,944 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 8(G))




                                       17
<PAGE>

                  ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                               ------------------
                                   (Unaudited)

         On July 31, 2003,  the Company  issued 28,800 shares at $.019 per share
         in connection  with a Regulation  "S" offering.  The shares were issued
         for  proceeds of $540.  The $540 has yet to be received as of September
         30, 2003 and is reflected as a  subscription  receivable as a component
         of stockholders' deficiency.

         On July 31,  2003,  the Company  issued  1,353,900  shares at $.018 per
         share in connection  with a Regulation  "S"  offering.  The shares were
         issued for proceeds of $23,976.

         In July 2003, the Company  received  $33,069 in proceeds from its stock
         subscription receivable.

         On August 7, 2003,  the Company  issued  272,728 shares of common stock
         upon the  exercise of stock  options at an  exercise  price of $.035417
         having a fair value of $10,000  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 8(G))

         On September 14, 2003, the Company issued 2,379,100 shares at $.017 per
         share in connection  with a Regulation  "S"  offering.  The shares were
         issued for proceeds of $40,389.

         On September 30, 2003, the Company issued 1,746,640 shares at $.018 per
         share in connection  with a Regulation  "S"  offering.  The shares were
         issued for proceeds of $31,247.

         On September  30, 2003,  the Company  issued  275,652  shares of common
         stock  upon the  exercise  of stock  options  at an  exercise  price of
         $.035417  having  a fair  value  of  $9,763  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 8(G))

         (F) CONTRIBUTED EQUIPMENT

         On May  20,  2003,  the  Company's  principal  stockholder  transferred
         computer  equipment to the company,  which houses the Company's  gaming
         software having a net book value of $17,939.  For financial  accounting
         purposes,  the transaction was recorded by the Company as a contributed
         capital of $17,939.  The computer  equipment will be amortized over the
         remaining  estimated  useful life of the asset.  For the three and nine
         months ended  September  30, 2003,  the Company  recorded  depreciation
         expense of $1,400 and $1,867,  respectively,  and the  equipment  has a
         remaining net book value of $16,072. (See Note 9)

         (G) 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


                                       18
<PAGE>

                  ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                               ------------------
                                   (Unaudited)

         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  (based  on the 6 for 1 and 4 for 1  forward  splits)  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 6(B)) became fully vested
         on the Amendment Date and the Company amortized $90,000 of the deferred
         license fee.

         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:

<TABLE>

<S>                                                                       <C>
         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
                                                                               ===========
</TABLE>

         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



                                       19
<PAGE>

                  ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                               ------------------
                                   (Unaudited)

         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 and nine months ended  September 30, 2003, the Company
         has  recognized   $69,167  and  $159,167  in  deferred   license  fees,
         respectively.

         (H) DEBT FORGIVENESS

         In  connection  with the January 20, 2003  recapitalization  (See Notes
         2(A) and 8(A)) and for the nine months ended September 30, 2003,  Omega
         Ventures,  Inc (the Company's  parent)  forgave $85,362 of intercompany
         accounts payable.  Upon reliance on the guidance of APB #26,  paragraph
         20,  footnote  #1, the Company  reflected  this as a  reduction  in its
         intercompany  accounts  payable  balance with an  offsetting  credit to
         additional paid in capital.

NOTE 9   RELATED PARTY TRANSACTIONS
-----------------------------------

On May 20,  2003,  the  Company's  principal  stockholder  contributed  computer
equipment, which houses the Company's gaming software having a net book value of
$17,939. (See Note 7 (C))

The sole director,  officer, and shareholder of First National Consulting,  Inc.
("FNC") is the Company's President (see Note 10).

At  September  30, 2003,  the Company had accounts  payable of $5,000 due to its
landlord for various  corporate  expenses paid on the Company's behalf (See Note
6(A)).

At September  30, 2003,  the Company had a loan payable of $191,913 to a related
party (See Note 6 (B)).

At September 30, 2003,  the Company  forgave  $85,362 of  intercompany  accounts
payable. (See Note 8(G))

NOTE 10   COMBINATION OF ENTITIES UNDER COMMON CONTROL
------------------------------------------------------

On  September  30,  2003,  the  Company  acquired  FNC in  exchange  for nominal
consideration.  (See Note 2 (A)) The sole director,  officer, and shareholder of
FNC  is  the  Company's  President.  The  acquisition  was  accounted  for  as a
combination of entities under common control at historical cost (see Note 9).

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  provides  payment  processing  services to the  Company,  which
include  processing  transactions for the Company related to casino  operations,
and payment for various  corporate  expenses that are required to be reimbursed.
In exchange for receiving these services,  no cash or non-cash  compensation for
these  services  is paid by the  Company  to FNC  since  FNC  believes  that the
increase in volume for such  transactions  for its  operations  will  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 will 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.



                                       20
<PAGE>

                  ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                               ------------------
                                   (Unaudited)

NOTE 11  SOFTWARE CONCENTRATION
-------------------------------

The Company  depends  solely on its  licensed  software  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 12  GOING CONCERN
----------------------

As reflected in the accompanying consolidated financial statements,  the Company
has a net loss of $883,410 and net cash used in  operations  of $562,580 for the
nine  months  ended  September  30,  2003 and a working  capital  deficiency  of
$415,907,  accumulated  deficit of $1,286,319 and a stockholders'  deficiency of
$399,835  at  September  30,  2003.  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 consolidated
financial  statements do not include any adjustments  that might be necessary if
the Company is unable to continue as a going concern.

NOTE 13  SUBSEQUENT EVENTS
--------------------------

On October 2, 2003,  the Company issued  3,734,456  shares at $.015 per share in
connection  with a Regulation "S" offering.  The shares were issued for proceeds
of $57,714.

On October 8, 2003,  the Company  issued 272,728 shares of common stock upon the
exercise of stock options at an exercise  price of $.035417  having a fair value
of $8,315 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 8(G))

On October 13, 2003, the Company issued  3,633,552  shares at $.016 per share in
connection  with a Regulation "S" offering.  The shares were issued for proceeds
of $57,455.

On October 17, 2003, the Company issued  1,218,116  shares at $.014 per share in
connection  with a Regulation "S" offering.  The shares were issued for proceeds
of $17,042.

On October 17, 2003, the Company issued  7,227,044  shares at $.015 per share in
connection  with a Regulation "S" offering.  The shares were issued for proceeds
of $107,549.

On October 17,  2003,  the Company  issued  80,000  shares at $.023 per share in
connection  with a Regulation "S" offering.  The shares were issued for proceeds
of $1,838.

On October 27, 2003,  the Company  issued  120,000  shares at $.026 per share in
connection  with a Regulation "S" offering.  The shares were issued for proceeds
of $3,075.

On October 31, 2003,  the Company  issued  100,000  shares at $.091 per share in
connection  with a Regulation "S" offering.  The shares were issued for proceeds
of $9,090.

On November  4, 2003,  the Company  issued  70,000  shares at $.091 per share in
connection  with a Regulation "S" offering.  The shares were issued for proceeds
of $6,363.




                                       21
<PAGE>

                  ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
                               ------------------
                                   (Unaudited)

On November 4, 2003,  the Company issued 343,974 shares of common stock upon the
exercise of stock options at an exercise  price of $.035417  having a fair value
of $12,182 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 8(G))

On November 4, 2003, the Company issued  2,012,651  shares at $.019 per share in
connection  with a Regulation "S" offering.  The shares were issued for proceeds
of $37,615.

On November 4, 2003, the Company issued  5,648,696  shares at $.013 per share in
connection  with a Regulation "S" offering.  The shares were issued for proceeds
of $75,312.





                                       22
<PAGE>




Item 2. Management's  Discussion and Analysis of Financial Condition and Results
          of Operations.


RESULTS OF OPERATION

            In March of 2002, previous management determined that our previously
formulated  business  plan,  which  provided  for us to develop  our own line of
online gaming software, would not be viable, and that it was more prudent for us
to license the  software of other  providers.  As a result,  all of our software
development  operations were  terminated.  Our new direction  provided for us to
become the  licensee of an already  existing  online  gaming  software  product.
However,  we realized that we did not have the  resources  needed to market this
product and conducted virtually no operations through the time that we purchased
all of the shares of Worldwide Management,  SA ("Worldwide") in January of 2003.
Worldwide commenced its operations in May of 2002, as a wholly-owned  subsidiary
of another  entity.  Its  operations for the three and nine month periods ending
September 30, 2002 are presented for comparative  purposes herein.  It should be
noted that figures for the three and nine month  periods  ending  September  30,
2003 are  presented on a  consolidated  basis rather than as  Worldwide,  alone.
Comparative  discussions  regarding our operations have are described below with
respect to those items which we believe can be meaningfully compared.

            At the time that we closed our  acquisition of Worldwide,  Worldwide
already had a strong licensee relationship with a top-tier software provider. It
had processed  $25,991,878 in gaming transactions from its inception in May 2002
through the end of the 2002 calendar year.

            For the three  months  ending  September  30,  2003 and nine  months
ending September 30, 2003, we processed  $10,536,663 and $43,255,602,  in gaming
transactions,  respectively,  as contrasted with our limited gaming transactions
of $6,906,028  and  $9,451,957  for the three month period ending  September 30,
2002 and the  period  from the  commencement  of our  operations  in May of 2002
through  September 30, 2002. For the three months ending  September 30, 2003 and
nine months ending  September  30, 2003, we recognized  $211,413 and $737,932 of
net casino  winnings,  respectively,  as contrasted  with net casino winnings of
$113,003  and   $117,393  for  the  same  periods  of  last  year.   Worldwide's
relationship of revenue to handle increased to approximately 2.01% for the third
calendar quarter of this year from approximately  1.64% for the third quarter of
the last  calendar  year.  While we are pleased  with  Worldwide's  year to year
gaming  transaction  growth,  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,  which include,
but are not limited to, those risks associated with the governmental  regulation
of our operations and the fierce competition that we face.


                                       23
<PAGE>

            Our  revenues  are  presently  generated as a result of an agreement
that  provides for our  administration  of the online  casinos  owned by a third
party and sublicensing of online gaming software.  Pursuant to this agreement to
administer the operations of third party online casinos,  we receive a fee based
upon the revenue  generated by the casinos'  online play. We, in turn, pay out a
percentage of that fee to our software  provider/licensor.  While we may develop
our own  proprietary  online gaming  software in the future,  we have no current
plan  to do so and do  not  anticipate  that  we  will  have  any  research  and
development expenses. We do not currently envision the purchase or sale of plant
or significant  equipment and anticipate that Worldwide's staffing  requirements
will remain as they are.

            Despite  our revenue  growth on a year to year basis,  we have never
operated at a profit.  We suffered  operating  losses of $334,388  for the three
months  ending  September  30,  2003 and  $841,976  for the nine  months  ending
September  30, 2003. We suffered  operating  losses of $135,924 and $317,183 for
the three months ending  September 30, 2002 and nine months ending September 30,
2002,  respectively.  We strive to control our ongoing  expenses.  However,  our
revenues were derived from  aggressive  marketing,  advertising  and  commission
expenses.  These  expenses  increased  to $68,637  for the three  months  ending
September 30, 2003 from $32,520 for the three months ending  September 30, 2002.
These  expenses  increased to $359,074 for the nine months ending  September 30,
2003 from $32,520 for the nine months ending September 30, 2002.

            Our  licensing  and royalty  expenses  increased to $129,167 for the
three months ending  September 30, 2003 from $22,228 for the three months ending
September  30, 2002.  These  expenses  increased to $304,983 for the nine months
ending  September 30, 2003 from $28,232 for the nine months ending September 30,
2002. A portion of our royalty  payments  were paid for upon the  exercising  of
vested  options.  While our marketing and software  related  expenses  increased
significantly,  our  depreciation,  amortization  and  bad  debt  expenses  have
decreased  significantly as we are no longer amortizing the gaming software that
we utilize and improve  the  management  of our  receivables.  Amortization  and
Depreciation  expenses decreased to $1,400 for the three months ending September
30, 2003 from  $21,389 for the same period of the prior year.  Amortization  and
Depreciation  expense  decreased to $16,893 for the nine months ending September
30, 2003 from  $53,113 for the same period of the prior year.  Bad debt  expense
decreased to $24,476 for the three months ending September 30, 2003 from $37,725
for the same period of the prior year. Bad debt expense decreased to $38,070 for
the nine months  ending  September  30, 2003 from $75,140 for the same period of
the prior year.

            During the third  quarter of this year,  we  initiated  an  investor
relations  program  and  booked  related  expenses  of  $50,000.  There  were no
comparable  figures during any prior period.  While legal and professional  fees
and general and administrative  expenses are presented herein, we do not believe
that any  meaningful  year to year  comparison can be made with respect to these
entries as the entries for the 2003 period are  presented on behalf of AngelCiti
Entertainment,  Inc. on a  consolidated  basis and those for the 2002 period are
presented on behalf of Worldwide, the operating subsidiary, alone.


                                       24
<PAGE>

            While we continue to suffer  losses,  we are dependent  upon outside
financing to remain in business. Towards this end, we have retained the services
of  consultants  to assist us. As a result,  we have booked  consulting  fees of
$50,000 for the three months ending September 30, 2003 and $150,000 for the nine
months  ending  September  30, 2003.  While we have  incurred  other  consulting
services  during the same periods of the prior year,  said  consulting  services
were not related to our financing efforts.

            Serious  concerns do currently  exist  regarding our present overall
financial position. While we generate revenue, we need to repay funds owed to an
affiliated  entity which has and continues to provide us with  subleased  office
space, internet bandwidth, phone services, accounting, human resources, payroll,
licensing  and other  services.  While we have begun to repay  these  funds,  we
cannot be  certain  that this  entity  will  continue  to  provide us with these
services given the current outstanding debt to them.

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

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

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


                                       25
<PAGE>

         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
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.  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 sub-licensor  of online gaming  software and administers
the  online  casino  websites  owned by a third  party.  It does not own  online


                                       26
<PAGE>

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 the 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.  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  the  casinos  whose  sites  Worldwide
administers  currently  operate  their  respective  businesses  under the gaming
license of Commercial LT Baroda, SA, Worldwide's landlord ("Baroda").  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 the casinos whose sites Worldwide  administers to operate
their  respective  businesses  under the  umbrella of Baroda's  gaming  license.
Worldwide  and its  customers  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 could result in the  termination of
Worldwide's current operations.


LIQUIDITY AND CAPITAL RESOURCES

         We are insolvent,  as our current liabilities are significantly greater
than our current assets. We have limited cash and cash  equivalents.  Total cash
and cash  equivalents at September 30, 2003 were $36,278.  We suffered a working
capital  deficit of $415,907 as of  September  30, 2003 that  resulted  from our
ongoing losses.

         Our success will  ultimately be dependent  upon our ability to generate
sufficient  cash flow to meet our  obligations  on a timely basis,  or to obtain
financing or  refinancing  as may be required if we cannot  generate  sufficient
cash flow from  operations.  We may not be able to do either and 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. 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  $958,799  to date,
pursuant  to a  Regulation  S  offering,  during  the  course  of  which we sold
54,298,905 of our post 4:1 forward split  restricted  common shares.  During the


                                       27
<PAGE>

quarter  ending  September 30, 2003, we sold 6,084,306 of said shares and raised
proceeds of $111,275.

             Some  shares  sold  pursuant to this  Regulation  S offering  carry
certain registration rights that require us to include all or a portion of these
shares in any  registration  statement  that we file with the US Securities  and
Exchange Commission under certain circumstances.

         As of September  30, 2003,  $191,913 of our  operating  losses had been
funded by loans from  Baroda.  These loans are callable on the demand of Baroda.
No  assurance  can be  given  that  these  loans  will  not be  called  or  that
Worldwide's landlord will continue to make loans to us should we need them.

            Until we can  sufficiently  grow our revenues,  we will 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  resulting  from the efforts of those parties
with whom we have contracted.

         While we are hopeful that  Worldwide's  on-line gaming  operations will
generate positive cash flow by the first half of next year, 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

         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


                                       28
<PAGE>

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.  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  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
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 - None

Item 2.           Changes in Securities.

            On March 20, 2003, we commenced a private offering of our restricted
common shares at a prices  derived from the market value of our shares as traded
on the  over-the-counter  bulletin board. These shares are and have been offered
for sale pursuant to Regulation S, promulgated  under the Act. As of the date of
this report,  we have sold  54,298,905 of our post 4:1 forward split  restricted
shares to 26 foreign persons and/or foreign  entities.  6,084,306 of said shares
were sold during the quarter  ending  September 30, 2003. No  underwriters  were
used  in  connection  with  this  offering  and  no  underwriting  discounts  or
commissions were paid in connection therewith.

            On May 21, 2003, we authorized  the issuance of up to 100,000 shares
of a newly  created  class of Series B convertible  Preferred  Stock.  23,618 of
these  shares  have been  reserved  to be issued to  Mercatus &  Partners,  Ltd.
("Mercatus")  in connection  with a Loan Agreement that we had entered into with
Mercatus.  As of the date of this Report,  Mercatus has not performed  under the
terms of our Loan  Agreement  and these shares have not been issued or delivered
to Mercatus.

            On May 21, 2003, we  authorized  the issuance of up to 50,000 shares
of a newly created class of Series A Preferred  Stock. We issued 12,000 of these
shares to Omega Ventures,  Inc. on July 1, 2003 in exchange for the surrender of
80,000,000 of our common shares.  We issued an additional  2,000 of these shares
to Omega Ventures, Inc. on September 3, 2003 in exchange for the surrender of an
additional 29,000,000 of our common shares.


                                       29
<PAGE>

            On July  14,  2003,  our  software  provider  exercised  options  to
purchase 252,524 of our post 4:1 forward split restricted  shares 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 monthly minimum payment.

            On August 7,  2003,  our  software  provider  exercised  options  to
purchase  272,728 of our post 4:1 forward  split  restricted  shares 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 monthly minimum payment.

           On September 15, 2003,  our software  provider  exercised  options to
purchase  275,652 of our post 4:1 forward  split  restricted  shares 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 monthly minimum payment.

         On October 8, 2003, our software provider exercised options to purchase
234,772 of our post 4:1 forward split restricted  shares 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 monthly minimum payment.

         On  November  4,  2003,  our  software  provider  exercised  options to
purchase  343,974 of our post 4:1 forward  split  restricted  shares 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 monthly minimum payment.

Item 3.           Defaults upon senior securities - None

Item 4.           Submission of matters to a vote of security holders

         In August of 2003, our Board of Directors and shareholder owning a
majority in interest of our voting capital stock jointly authorized: a) a
4-for-1 split of our common stock; b) adoption of a Certificate of Amendment to
our Articles of Incorporation to increase our authorized common stock to
300,000,000 shares and to reduce the par value thereof to $0.00025 per share;
c) the granting to holders of our Series A preferred stock additional voting
rights; and d) the granting to holders of our Series B preferred stock the right
to convert their shares into additional shares of common stock. The foregoing
action was taken by the written consent of our Board and shareholder owning a
majority in interest of our voting capital stock. The matter was not submitted
to a vote of our security holders and no consents or proxies were solicited. The
amendment to our Articles was effective as of October 21, 2003.


                                       30
<PAGE>

Item 5.           Other Information.

         We effected a 4 for 1 forward stock split on October 21, 2003.

         As of September 30, 2003, we acquired all of the issued and outstanding
shares of First  National  Consulting,  Inc., a Belize  corporation  and related
party ("FNC") from our  president,  George  Guttierez.  FNC processes all gaming
transactions for the online casino operations that we administer.

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-SB12G  filed  with  the US
     Securities and Exchange Commission on April 4, 2000

         (b)   Reports on Form 8-K
               -------------------

         Incorporated by reference.

         8-K    filed on September 8, 2003
         8-K/A  filed on July 1, 2003




                                   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.



                                       31
<PAGE>

Date:  November 10, 2003               By: /s/ George Guttierez
                                           -----------------------------------
                                           George Guttierez, 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:  November 10, 2003               By: /s/ George Gutierrez
                                           -----------------------------------
                                           George Gutierrez, CEO and Director



Date:  November 10, 2003               By: /s/ Dean Ward
                                           -----------------------------------
                                           Dean Ward, CFO and Director






                                       32