SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                               Amendment No. 1 to
                                   Form 10-QSB

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

               For the quarterly period ended: September 30, 2005

                         Commission File Number: 0005468

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

                           ICHANCE INTERNATIONAL, INC.
                           (Former name of registrant)

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

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

                                 (800) 908-9574
                                 --------------
                           (Issuers Telephone Number)

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

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

         N/A

As of September 30, 2005, there were 7,840,075 shares of the Registrant's Common
Stock, par value $0.00025 per share, issued and outstanding.

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

<PAGE>

                         Part I. - FINANCIAL INFORMATION




Item 1.  Financial Statements


                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                               SEPTEMBER 30, 2005
                               ------------------
                                    UNAUDITED
                                    ---------

<TABLE>
<CAPTION>

                                                                      As Restated
                                                                       (Note 17)
                                                                      -----------
<S>                                                                     <C>
                                ASSETS

CURRENT ASSETS
   Cash                                                                 $   161,907
   Due from affiliate                                                           723
   Prepaid and other                                                          1,240

                                                                        -----------
TOTAL CURRENT ASSETS                                                        163,870
                                                                        -----------

FIXED ASSETS, NET                                                            17,622
                                                                        -----------

OTHER ASSETS
   Investment in Acquiree - at cost
   Investment in non-marketable securities -
      related party - at cost                                               285,868
   Investment in Acquiree - at cost                                         620,000
   Deferred offering costs                                                   24,286
                                                                        -----------
TOTAL OTHER ASSETS                                                          930,154
                                                                        -----------

TOTAL ASSETS                                                            $ 1,111,646
                                                                        ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
   Accounts payable                                                     $   180,952
   Account payable, related party                                             6,005
   Accrued royalty payable                                                    5,876
   Customer deposits                                                         17,131
   Payouts due                                                                5,085
   Payroll taxes payable                                                      4,253
   Accrued interest payable                                                  16,100
   Loan payable - related party                                              30,315
   Accrued Property Dividend Payable                                         96,327
   Note payable                                                             520,000
                                                                        -----------
TOTAL CURRENT LIABILITIES                                                   882,044
                                                                        -----------

STOCKHOLDERS' EQUITY
   Preferred stock, Series A, $0.001 par value, 50,000
      shares authorized, 20,000 issued and outstanding                           20
   Convertible preferred stock, Series B, $0.001 par value, 100,000
      shares authorized, none issued and outstanding                             --
   Common stock, $0.00025 par value, 300,000,000 shares authorized
      7,840,075 shares issued and outstanding                                 1,960
   Common stock issuable, $0.00025 par value, 71,000 shares                      17
   Additional paid-in capital                                             6,110,304
   Accumulated deficit                                                   (5,805,714)
                                                                        -----------
                                                                            306,587
                                                                        -----------
   Less: Deferred Consulting                                                (76,985)
   Less: Stock subscription receivable                                           --
                                                                        -----------
TOTAL STOCKHOLDERS' EQUITY                                                  229,602
                                                                        -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                              $ 1,111,646
                                                                        ===========
</TABLE>

           See accompanying notes to consolidated financial statements

                                        2
<PAGE>

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

<TABLE>
<CAPTION>
                                                THREE MONTHS ENDED SEPTEMBER 30,   NINE MONTHS ENDED SEPTEMBER 30,
                                                     2005              2004            2005              2004
                                                  -----------      -----------      -----------      -----------
                                                  As Restated                       As Restated
                                                   (Note 17)                         (Note 17)
<S>                                               <C>              <C>              <C>              <C>
CASINO REVENUES, NET                              $   160,732      $   180,092      $   444,493      $   676,187
                                                  -----------      -----------      -----------      -----------
OPERATING EXPENSES
Amortization and Depreciation                           2,250            2,250            6,750            5,050
Affiliate Commission                                   28,850           17,851           99,034           93,647
Bad debts                                              11,510           (6,588)          49,478            1,976
Consulting                                            110,678           28,654          316,270           90,143
Royalty                                                30,000           50,000           92,185          170,962
Marketing                                                   0           10,000           31,000           35,775
Advertising                                                 0           56,250          123,842           89,398
Legal &Professional fees                               14,620           32,704           93,085          124,733
Rent                                                    3,191            1,802            7,811            5,188
License Fee                                                 0           69,166                0          138,333
Investor relations                                         --               --               --               --
General and Administrative                            138,030          126,323          377,871          398,774
                                                  -----------      -----------      -----------      -----------
TOTAL OPERATING EXPENSES                              339,129          388,412        1,197,326        1,153,979
                                                  -----------      -----------      -----------      -----------

LOSS FROM OPERATIONS                                 (178,397)        (208,320)        (752,833)        (477,792)
                                                  -----------      -----------      -----------      -----------

OTHER INCOME
Interest income                                            19            6,525               57            6,947
Other income                                            2,317              165            9,258           17,008
                                                  -----------      -----------      -----------      -----------
TOTAL OTHER INCOME                                      2,336            6,690            9,315           23,955
                                                  -----------      -----------      -----------      -----------

OTHER EXPENSE
Interest expense                                      (16,100)             (80)         (20,796)              --
Other expenses
Loss on exchange of common stock for debt                  --               --       (2,641,544)              --
                                                  -----------      -----------      -----------      -----------
TOTAL OTHER EXPENSE                                   (16,100)             (80)      (2,662,340)              --
                                                  -----------      -----------      -----------      -----------

Total Other Income (Expense)                          (13,764)           6,610       (2,653,025)          23,955
                                                  -----------      -----------      -----------      -----------

NET LOSS                                          $  (192,161)     $  (201,710)     $(3,405,858)     $  (453,837)
                                                  ===========      ===========      ===========      ===========

NET LOSS PER SHARE - BASIC AND DILUTED            $     (0.03)     $     (0.07)     $     (0.67)     $     (0.17)
                                                  ===========      ===========      ===========      ===========

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
   DURING THE PERIOD - BASIC AND DILUTED            7,493,568        2,942,716        5,097,155        2,594,980
                                                  ===========      ===========      ===========      ===========
</TABLE>

           See accompanying notes to consolidated financial statements

                                        3

<PAGE>

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

<TABLE>
<CAPTION>

                                                                               NINE MONTHS ENDED SEPTEMBER 30,
                                                                                   2005              2004
                                                                               ------------      ------------
                                                                               As Restated
                                                                                (Note 17)
<S>                                                                            <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                       $ (3,405,858)     $   (453,837)
Adjustments to reconcile net loss to net cash used in
   operating activities:
Amortization                                                                             --                --
Depreciation                                                                          6,750             5,050
Bad debts                                                                            49,478             1,976
Preferred stock issued for services                                                      --            20,000
Recognition of deferred license fee                                                      --           138,333
Recognition of deferred compensation                                                     --            95,833
Common stock issued for services                                                     25,000                --
Common stock issued to settle accrued interest                                        4,696                --
Amortization of stock based deferred expenses                                       196,777                --
Loss on exchange of common stock to settle debt                                   2,641,544                --
Changes in operating assets and liabilities:
(Increase) decrease in:
   Accounts receivable                                                              (48,712)            3,496
   Accrued interest receivable                                                           --            (6,246)
   Prepaid and other assets                                                           3,165             4,746
   Due from affiliate                                                                26,279                --
Increase (decrease) in:
   Accounts payable                                                                 116,698            30,671
   Accounts payable, related party                                                    6,005                --
   Accrued royalty payable                                                          (26,040)           65,147
   Accrued interest payable                                                          16,100              (639)
   Customer deposits and payouts due                                                   (578)          (30,119)
   Payroll taxes payable                                                               (588)           (2,760)
   Settlement payable                                                                    --           (12,500)
                                                                               ------------      ------------
NET CASH USED IN OPERATING ACTIVITIES                                              (389,284)         (140,849)
                                                                               ------------      ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Acquisition of non-marketable securities                                              --          (125,000)
   Acquisition of vehicle                                                                --           (17,000)
   Deposits                                                                              --           (92,585)
   Loan Receivable                                                                       --            18,549
   Disbursement to related party in exchange for settlement of convertible               --                --
      promissory note receivable                                                         --          (300,000)
   Disbursement to related party                                                         --           (10,768)
Disbursement to acquire future investment at cost                                  (100,000)               --
                                                                               ------------      ------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                                (100,000)         (526,804)
                                                                               ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from issuance of common stock, net of offering costs                    262,061           618,369
   Proceeds from loan payable, related party                                        300,000            44,221
   Repayment of note payable                                                        (53,024)          (23,960)
   Cash overdraft                                                                        --                55
   Deferred offering costs                                                          (24,286)               --
                                                                               ------------      ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                           484,751           638,685
                                                                               ------------      ------------

Net Increase (Decrease) in Cash                                                $     (4,533)     $    (28,968)

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

CASH AT END OF PERIOD                                                          $    161,907      $     89,395
                                                                               ============      ============

Supplemental Disclosure of Cash Flow Information
Cash Paid for:
      Interest                                                                 $         --      $         --
                                                                               ============      ============
      Taxes                                                                    $         --      $         --
                                                                               ============      ============
      Dividend paid to AngelCiti shareholders of Midas common stock            $     50,038      $     95,340
                                                                               ============      ============
      Settlement of convertible note receivable in exchange for Midas
         common stock                                                          $         --      $    306,246
                                                                               ============      ============
      Stock subscription receivable                                            $         --      $     35,412
                                                                               ============      ============
      Royalty payable settled by issuance of stock options                     $         --      $     64,602
                                                                               ============      ============
      Note issued to acquire investment - at cost                              $    520,000      $         --
                                                                               ============      ============
      Common stock cancellation and reduction of deferred expense              $ 12,800,000      $         --
                                                                               ============      ============
      Common stock issued to settle debt and reduction of deferred expense     $  1,364,000      $         --
                                                                               ============      ============
      Common stock issued to settle debt                                       $    304,696      $         --
                                                                               ============      ============
</TABLE>
           See accompanying notes to consolidated financial statements

                                        4

<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2005
                               ------------------
                                   (Unaudited)

NOTE 1 BASIS OF PRESENTATION
----------------------------

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

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

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

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

(A) NATURE OF OPERATIONS

The Company is a software licensor and administers software-based games of
chance through the Internet. The Company uses state-of-the-art casino gaming
software under a license arrangement with a casino software development company.
The Company launched its internet gaming operations on May 2, 2002. There are
significant legislative risks and uncertainties regarding online gaming
operations (see Note 7(B)).

(B) PRINCIPLES OF CONSOLIDATION

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

(C) NON-MARKETABLE SECURITIES

Certain securities that the Company may invest in can be determined to be
non-marketable. Non-marketable securities where the Company owns less than 20%
of the investee are accounted for at cost pursuant to APB No. 18, "The Equity
Method of Accounting for Investments in Common Stock" ("APB 18"). (See Note 5)

The Company periodically reviews its investments in non-marketable securities
and impairs any securities whose value is considered non-recoverable. There were
no impairment losses charged to operations during the three and nine months
ended September 30, 2005 or 2004, respectively.

                                        5

<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2005
                               ------------------
                                   (Unaudited)

(D) STOCK-BASED COMPENSATION

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

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

During the nine months ended September 30, 2005, the Company granted 100,000
options with a cashless exercise provision in connection with a consulting
agreement. (See Note 11(A)). There were no stock options forfeited or exercised
during the nine months ended September 30, 2005.

(E) REVENUE RECOGNITION AND EXPENSE PRESENTATION

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

As our operating revenues are derived as a percentage of those earned by the
owner of on-line casinos and our expenses include those attributable to said
casinos, we account for it herein as casino revenues and expenses to provide a
better understanding of the factors affecting such revenues and expenses and the
manner in which they are earned or incurred.

Therefore, the Company follows the AICPA's guidance on revenue recognition for
casinos; casino revenue is the net win from complete gaming activities, which is
the difference between gaming wins and losses. The value of promotional bonus
dollars provided to customers is netted with revenues.

The total amount wagered ("handle") was $6,994,216 and $24,610,269 for the three
and nine months ended September 30, 2005 as contrasted with total amounts
wagered of $7,461,184 and $27,786,951 for the same periods of last year. The
relationship of net casino revenues to handle ("hold percentage") was 1.8% and
2.4% for the nine months ended September 30, 2005 and 2004, respectively.

                                        6

<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2005
                               ------------------
                                   (Unaudited)

(F) NET LOSS PER SHARE

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

For the three and nine months ended September 30, 2005 and 2004, basic and
diluted EPS are the same since all common stock equivalents were anti dilutive
and since the Company reported a net loss. At September 30, 2005, there were
135,756 shares of common stock (in the form of exercisable options) that are
considered dilutive securities outstanding.

(G) CONCENTRATION OF CREDIT RISK

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

The Company holds approximately 63,300,540 common shares of Midas Entertainment,
Inc.'s (traded on pink sheets) publicly traded common stock at September 30,
2005 having a cost basis of $285,868. A dividend of Midas shares occurred in
October 2005 where approximately 22,993,080 shares were distributed to AngelCiti
shareholders of record as of October 26, 2005. All Midas shares are treated as
non-marketable securities carried at cost. The investment in Midas securities
represents 100% of the Company's investments at September 30, 2005. (See Note 4)

(H) RECENT ACCOUNTING PRONOUNCEMENTS

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

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

In December 2004, the FASB issued SFAS 123 (revised 2004) "Share-Based Payment"
("123R"). This Statement requires that the cost resulting from all share-based
transactions be recorded in the financial statements. The Statement establishes
fair value as the measurement

                                        7

<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2005
                               ------------------
                                   (Unaudited)

objective in accounting for share-based payment arrangements and requires all
entities to apply a fair-value-based measurement in accounting for share-based
payment transactions with employees. The Statement also establishes fair value
as the measurement objective for transactions in which an entity acquires goods
or services from non-employees in share-based payment transactions. The
Statement replaces SFAS 123 "Accounting for Stock-Based Compensation" and
supersedes APB Opinion No. 25 "Accounting for Stock Issued to Employees". The
provisions of this Statement will be effective for the Company beginning with
fiscal year 2006. The Company is currently evaluating the impact this new
Standard will have on its consolidated financial position, results of operations
or cash flows.

(I) RECLASSIFICATIONS

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

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

The Company records accounts receivable from its credit card processors. The
processors holdback a stipulated percentage of amounts due to the Company based
on their historical chargeback experience for the industry. The holdback reserve
is maintained by the processors on a rolling basis with funds generally released
after six months. Reserves range from 7% to 10% of charges based on the
chargeback experience of the gaming industry. Since the gaming industry as a
whole has experienced a high percentage of chargebacks for customer accounts,
and the holdback reserve is based on historical experience of the merchant
banks, the Company has reserved 100% of its holdback accounts receivable as of
September 30, 2005.

During the three and nine months ended September 30, 2005 and 2004,
respectively, the Company recorded a bad debt expense for the holdback of
$11,510 and $49,478 in 2005 and a recovery of $6,588 and expense of $1,976 in
2004.

      Accounts receivable at September 30, 2005 was as follows:

       Accounts receivable - other        $       --
       Accounts receivable                   204,226
       Allowance for chargebacks            (204,226)
                                          ----------

       ACCOUNTS RECEIVABLE, NET           $       --
                                          ==========

NOTE 4 INVESTMENT IN ACQUIREE
-----------------------------

On June 9, 2005, AngelCiti entered into an acquisition agreement with Carib
Gaming Limited ("CGL") to acquire a 10% ownership interest. CGL is a Turks and
Caicos land based casino operator. The agreement provides for a $100,000 down
payment and a promissory note for $520,000, bearing interest at 10%. The term of
the note is one year. At September 30, 2005, the Company had paid the required
$100,000.

                                        8

<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2005
                               ------------------
                                   (Unaudited)

The agreement also provides for the Company to acquire a further 65% ownership
interest on or before November 15, 2005 for $4,030,000. The cost of the entire
75% interest in CGL is $4,650,000. The Company holds an option to purchase the
remaining 25% for $1,705,000. The option expires September 1, 2006. If AngelCiti
is unable to complete the $620,000 purchase by November 15, 2005, then the 10%
ownership interest can be repurchased for $575,000 by the seller.

NOTE 5 INVESTMENT - NON-MARKETABLE SECURITIES - RELATED PARTY
-------------------------------------------------------------

On March 23, 2005 ("record date"), AngelCiti issued a stock dividend to its
common shareholders in the form of Midas stock. For each share of AngelCiti
stock held, all common shareholders would receive one share of Midas for five
shares of AngelCiti shares held. On the record date, the Company had 6,239,870
shares issued and outstanding that were eligible to receive dividend
distributions. The dividend provided for the distribution of 1,247,974 pre Midas
split shares of Midas common stock to AngelCiti shareholders. (See Note 11 (C).

On May 23, 2005, AngelCiti declared a second stock dividend to its common
shareholders in the form of Midas stock. For each share of AngelCiti stock held,
all shareholders would receive one share of Midas for seven shares of AngelCiti
shares held. Since the date of the dividend declaration, Midas has undergone a
share split of 20 for one. The distribution will now be 20 shares of Midas for
every seven shares of Angelciti stock. The record date is October 26, 2005 and
the expected distribution is 22,993,080 shares, which have a cost of $96,327. At
September 30, 2005, since the dividend has been declared but remains unissued,
the Company has recorded an accrued property dividend payable of $96,327. (See
Note 11 (C).

Total dividends declared in 2005 aggregate $146,365. The entire $146,365 has
been treated as a direct reduction of retained earnings.

The non-marketable securities are being carried at their cost pursuant to APB
18. Since the shares are thinly traded and other factors limit marketability,
the shares do not meet the criteria of readily determinable fair value under
SFAS 115, "Accounting for Certain Investments in Debt and Equity Securities."
The shares have been included as a component in the share reconciliation below:

Activity relating to Midas shares held by the Company during the nine months
ended September 30, 2005 was as follows:

                                                Shares     Recorded Value
                                              ----------   --------------
    December 31, 2004 (pre-split)              4,608,421   $      335,906
    Shares acquired via stock split           59,940,093               --
    Dividend shares issued to AngelCiti
       shareholders (pre-split)               (1,247,974)         (50,038)
    Shares sold                                       --               --
                                              ----------   --------------
    September 30, 2005                        63,300,540   $      285,868
                                              ==========   ==============

                                        9

<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2005
                               ------------------
                                   (Unaudited)

The composition of Non-Marketable Securities at September 30, 2005 is as
follows:

                Cost          Fair Value     Unrealized Gain (Loss)
            ------------    -------------    ----------------------
            $    285,868    $     285,868          $       --

There have been no impairment losses charged to the statements of operations
associated with these Non-Marketable Securities for the three and nine months
ended September 30, 2005 and 2004, respectively.

NOTE 6 PROPERTY AND EQUIPMENT
-----------------------------

Property and Equipment at September 30, 2005 is as follows:

      Computer equipment                          $    28,000
      Vehicle                                          17,000
      Less: accumulated depreciation                  (27,378)
                                                  -----------
                                                  $    17,622
                                                  ===========

Depreciation expense for the three and nine months ended September 30, 2005 and
2004 was $2,250 and $6,750 in 2005 and $2,250 and $5,050 in 2004.

NOTE 7 COMMITMENTS AND CONTINGENCIES
------------------------------------

(A) COMMITMENTS

On January 20, 2003, ("effective date"), the Company entered into an agreement
with Equivest Opportunity Fund, Inc. ("Equivest") whereby the Company sold
Equivest 14 online gaming URL's. The Company also entered into a sublicense
agreement with Equivest whereby the Company was to administer Equivest's online
casino sites. Pursuant to this agreement, Equivest is obligated to pay the
Company a fee equal to 95% of the net proceeds derived from the operations of
the casino websites plus we pay all the expenses associated with the operations
and marketing of the casino websites. As a result of this agreement, the Company
has an economic concentration with Equivest as substantially all of its revenues
are derived from the sublicensing of software to Equivest and administration of
its online casino operations. As a result of such concentration, the Company is
vulnerable to a potential severe impact in the near term. Severe impact is
defined as the effect of disrupting the normal functioning of the Company. As of
September 30, 2005, there have been no events that have adversely effected the
operations of the Company. The term of the agreement with Equivest is from three
years from the effective date and terminates on January 19, 2006. The agreement
automatically renews for one-year periods on each annual anniversary of the
effective date unless it is sooner terminated. As of September 30, 2005,
Equivest was not owed any fees under the terms of its agreement with the
Company.

We have committed to pay $4,550,000 by November 15, 2005 to complete an
acquisition of Carib Gaming. (See Note 4)

                                       10

<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2005
                               ------------------
                                   (Unaudited)

(B) CONTINGENCIES

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

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

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

The Company is also faced with risks regarding the potential prohibition of
online casino gaming. A Federal court case in Louisiana ruled that online
casinos are not violative of federal law. This ruling was upheld on appeal.
After several unsuccessful attempts in 1998, the United States Senate passed a
bill intended to prohibit and criminalize Internet gambling (other than certain
state regulated industries) in November 1999. A similar bill failed to pass the
House of Representatives. In 2002, a United States Senator sponsored a bill to
prohibit online gambling, which once again did not pass through Congress. A
similar bill designed to make processing online gaming transactions a criminal
offense was passed by the United States House of Representatives committee on
Finance and the Senate Banking Committee and both are expected to come to a full
vote this year. The United States Department of Justice has expressed certain
reservations regarding some of the language and provisions contained in the
bills in this past year, and both the House and Senate bills still need to be
reconciled and subsequently signed by the President before they can become law.
No assurance can be given that such a bill will not ultimately be enacted and
become law.

In addition, current United States Federal and State laws could be construed to
prohibit or restrict online casino gaming and there is a risk that governmental
authorities could view online casinos as having violated such laws. However, the
government of Antigua has recently brought suit and

                                       11

<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2005
                               ------------------
                                   (Unaudited)

won a ruling against the United States federal government in an effort to
prevent US legislation from impacting online gaming companies that operate out
of Antigua. The World Trade Organization recently ruled that the United State's
interpretation that the Wire Act of 1960 made it a crime for offshore casinos to
accept bets from United States residents violated World Trade Organization
commercial service accords. It is unclear what effect, if any, this ruling will
have on the United States' efforts to curtail online casino gaming and it
equally unclear as to whether the United States will appeal the World Trade
Organization ruling.

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

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

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

                                       12

<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2005
                               ------------------
                                   (Unaudited)

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

Baroda is engaged as an online gaming operator and is subject to the licensing
requirements imposed by the Costa Rican government. Both Worldwide and Equivest
currently operate their respective businesses under the gaming license of
Baroda, pursuant to the terms of Worldwide's Commercial Sublease and Services
Agreement with Baroda, as amended, despite the fact that the Company does
believe that Worldwide and Equivest are required to apply for and possess a
license in their own names. To the extent that the Costa Rican government
determines that a gaming license is required for Worldwide and Equivest to
conduct their respective businesses, no assurance can be given that the Costa
Rican government will permit Worldwide or Equivest to operate their businesses
under the umbrella of Baroda's gaming license. Worldwide and/or Equivest may be
required to obtain a gaming license as a condition of doing business in Costa
Rica. Such a requirement could have a material adverse effect on the Company's
business and the business of Equivest, and could result in the termination of
Worldwide's and Equivest's current operations.

NOTE 8 ACCRUED ROYALTY PAYABLE
------------------------------

(A) MONTHLY ROYALTY PERCENTAGE

Based on the previous month's adjusted monthly net win, the Company is subject
to a payment equivalent to a percentage of the adjusted monthly net win payable
to the software licensor, as stipulated in the software license agreement. As of
September 30, 2005, the Company had accrued $5,876 as an accrued royalty
payable.

(B) COMMITMENT FOR MINIMUM ROYALTY PAYMENT

Pursuant to the terms of the initial agreement, the Company had originally been
committed to a minimum royalty payment of $10,000 per month. In May 2003, the
Company entered into an amendment to its software license agreement. Under the
terms of the amendment, effective May 1, 2003, the Company is committed to a
minimum monthly royalty payment of $20,000 payable in cash as follows: 15% on
adjusted net wins of $0 - $750,000, 13% on adjusted net wins of $750,001 -
$1,500,000, and 12% on adjusted net wins exceeding $1,500,000.

Effective September 2004, the Company reached an oral agreement with its
software licensor to amend the minimum monthly royalty payment from $20,000 to
$10,000. During the year ended December 31, 2004, the software licensor received
15% of the adjusted net win in cash and the

                                       13

<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2005
                               ------------------
                                   (Unaudited)

remaining amount to make up the difference through the simultaneous exercise of
vested options and repayment by the Company in shares of common stock. Any
amounts paid in stock through the exchange of options to the software licensor
were based on a fixed exercise price of $3.68 per share. During the six months
ended September 30, 2005, there were no exercises of stock options. The software
licensor has 35,756 options available for future exercises.

During three and nine months ended September 30, 2005 and 2004, the Company
incurred a royalty expense of $30,000 and $92,185 in 2005 and $50,000 and
$170,962 in 2004.

NOTE 9 CUSTOMER DEPOSITS AND PAYOUTS DUE
----------------------------------------

(A) CUSTOMER DEPOSITS

During the nine months ended September 30, 2005, the Company received funds from
its online casino players to be used for online gaming activities. These
deposits fluctuate due to customers depositing their opening balances to be used
for gaming activities, any amounts deposited by the casino as promotional
dollars, and the result of net house wins and losses against these balances.
These balances remain current liabilities of the Company until they are
classified as payouts due (see Note 9(B)) or recognized as earned revenues (see
Note 2(E)). At September 30, 2005, the Company had customer deposits on hand of
$17,131.

(B) PAYOUTS DUE

During the nine months ended September 30, 2005, the Company received requests
from its online casino players to refund their outstanding casino account
balance. Such requests remain as current liabilities of the Company until funds
are transferred back to the Casino player (see Note 9(A)). At September 30,
2005, the Company had payouts due of $5,085.

NOTE 10 LOAN PAYABLE - RELATED PARTY AND SHARE ISSUANCE
-------------------------------------------------------

During the nine months ended September 30, 2005, the Company's landlord, a
related party, who had previously advanced working capital relating to corporate
expenses paid on behalf of the Company was repaid $53,024. The remaining loan
balance was $30,315 at September 30, 2005. The loan advances were non-interest
bearing, unsecured, and due on demand (see Note 12).

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

On April 25, 2005, the Company reached a settlement to repay the $300,000 and
related accrued interest of $4,696. The Company repaid the debt by allowing the
lender to keep 2,728,000 shares of the previously issued 28,328,000 shares of
common stock (see above). In connection with this share settlement, the Company
recorded the return and cancellation of 25,600,000 shares of common stock.

                                       14

<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2005
                               ------------------
                                   (Unaudited)

The 2,728,000 shares were valued at $2,946,240 based on the $1.08 quoted trading
price on the settlement date resulting on a loss on settlement of $2,641,544.

NOTE 11 STOCKHOLDERS' EQUITY
----------------------------

(A) COMMON STOCK ISSUANCES FOR CASH

During the nine months ended September 30, 2005, the company issued 1,450,924
shares of common stock for proceeds of $262,061 net of offering costs of
$741,613.

(B) COMMON STOCK ISSUED FOR SERVICES

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

      (i) RESTRICTED STOCK AND CASHLESS OPTIONS

      Issue 109,000 shares of the Company's restricted common stock and issue
      options to purchase 100,000 common shares with an exercise price of $1.25
      per share with a term of five years. The value of the stock provided was
      based on the quoted closing trading price on the grant date. The shares
      had a value of $1.10 per share for a total of $119,900. In addition, the
      options have a cashless exercise provision, and pursuant to SFAS No. 123,
      the options had a value of $34,070. The Company will record a consulting
      expense over the service period. At September 30, 2005, the Company
      recorded consulting expense of $76,985. The remaining $76,985 of deferred
      consulting is classified as a component of equity.

In May 2005, the Company issued 25,000 shares of common stock for past marketing
services having a fair value of $25,000. Fair value was based on the $1.00
quoted closing trading price on the date of grant.

(C) DIVIDEND

On February 21, 2005 and May 23, 2005, The Company declared a dividend of its
Midas investment in non-marketable securities to its shareholders. (See Notes 5
and 12)

                                       15

<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2005
                               ------------------
                                   (Unaudited)

(D) COMMON STOCK ISSUED FOR DEBT

In April 2005, 2,728,000 shares of common stock were deemed issued for debt.
(See Note 10)

NOTE 12 RELATED PARTY TRANSACTIONS
----------------------------------

During the nine months ended September 30, 2005, the Company repaid $53,024 to
its landlord, a related party. (See Note 10)

During the nine months ended September 30, 2005, the Company received a $300,000
loan from a principal stockholder and settled the loan with common stock. (See
Note 10)

During the nine months ended September 30, 2005, the Company owed Midas
Entertainment, Inc. ("Midas") $6,005 for payment of certain employee
compensation. The $6,005 is recorded as a current liability. The President of
the Company and the President of Midas is the same individual.

The company holds non-marketable securities in Midas Entertainment Inc., a
related party. (See Notes 5 and 11(C))

NOTE 13 COMBINATION OF ENTITIES UNDER COMMON CONTROL
----------------------------------------------------

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

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

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

NOTE 14 SOFTWARE CONCENTRATION
------------------------------

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

                                       16

<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               September 30, 2005
                               ------------------
                                   (Unaudited)

NOTE 15 GOING CONCERN
---------------------

As reflected in the accompanying unaudited consolidated financial statements,
the Company has a net loss of $3,405,858 and net cash used in operations of
$389,284 for the nine months ended September 30, 2005 and a working capital
deficiency of $718,174 and an accumulated deficit of $5,805,714 at September 30,
2005. The ability of the Company to continue as a going concern is dependent on
the Company's ability to further implement its business plan, raise capital, and
generate additional revenues. The unaudited consolidated financial statements do
not include any adjustments that might be necessary if the Company is unable to
continue as a going concern.

NOTE 16 SUBSEQUENT EVENTS
-------------------------

During the period from October 3, 2005 through October 24, 2005, the Company
issued 229,700 shares of Regulation "S" stock. Proceeds from the issuance of
common stock, net of related offering costs were $21,669.

NOTE 17 RESTATEMENT
-------------------

Subsequent to the issuance of the Form 10-QSB for the quarter ended September
30, 2005, the Company became aware that the 28,328,000 shares issued as
collateral in 2004 should not have been accounted for as issued or outstanding
and should have been excluded from the computation of loss per share for the
three and nine months ended September 30, 2005. In addition, the settlement of
the loan and interest with 2,728,000 of the collateral shares should have been
accounted for with valuation on the settlement date. The resulting change
increases the net loss by $1,582,240 for the nine months ended September 30,
2005 and net loss per share by $(0.57) for the same period.















                                       17

<PAGE>

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

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

RESULTS OF OPERATIONS

Overview
--------

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

Worldwide is a sub-licensor and administrator of Internet casino gaming
software. We do not own on-line casinos. Our operating revenues are generated
solely from our administration of the on-line casino owned by Equivest
Opportunity Fund, an unrelated third party ("Equivest"), and the sub-licensing
of gaming software to Equivest. We receive a fee from Equivest based upon the
revenue generated by its casino's on-line play. As our operating revenues are
derived as a percentage of those earned by the owner of on-line casinos and our
expenses include those attributable to said casinos, we describe them herein as
casino revenues and expenses to provide a better understanding of the factors
affecting such revenues and expenses and the manner in which they are earned or
incurred. We are not actively pursuing other online casino customers. Rather, we
are directing our efforts towards the direction of additional players to
Equivest's on-line casino site. The agreement that we have with Equivest
provides for us to earn revenues based upon a percentage of Equivest's net
casino winnings. Our revenue stream is therefore generally dependent upon the
success of Equivest's online casino operations and, more specifically, on its
ability to get paid by the customers that place wagers with its on-line casino.
Our overall success and viability are therefore directly dependent upon the
success of Equivest and its gaming website. The cessation of Equivest's on-line
casino operations would eliminate our sole source of revenues.

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


                                       18
<PAGE>

into our operations in the future. Until we have the resources and staffing
necessary to develop proprietary gaming software or incorporate other licensed
products into our operations, we will remain dependant upon the success and
ongoing viability of Montana and the RTG Software.

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

Financial Results

For the three and nine month periods ending September 30, 2005, we processed
$6,994,216 and $24,610,269, respectively, in gaming transactions or "handle", as
contrasted with gaming transactions of $7,461,184 and $27,786,951 for the same
period of last year. We believe that the 6.3% and 11.4% year-to-year decreases
in our handle for the three and nine month periods ending September 30, 2005 are
attributable to the competition that we face as a result of the popularity of
on-line poker play. We remain committed to increasing traffic to the on-line
casino whose operations we administer. We continue to offer promotional dollars
to attract new players and have begun a new marketing initiative that we hope
will draw additional players. However, no assurance is given that we will be
able to increase our gaming traffic. Even if we increase our gaming traffic, no
assurance is given that increased gaming transactions will lead to increased
revenues.

Our net casino revenues also decreased to $160,732 and $444,493 for the three
and nine month periods ending September 30, 2005 from $180,092, and $676,187,
respectively, for the same periods of last year. The foregoing activity
represents a 10.75% and 34.26% decrease in our net casino revenue on a
year-to-year basis. Additionally, our overall win percentages suffered declines,
as our net casino revenue to handle ratio decreased to approximately 2.30% and
1.8% for the three and nine month periods ending September 30, 2005 from 2.41%
and 2.43% for the same periods of the prior year. In effect, players wagered
less money with us on a year-to-year basis and concentrated their play on games
that provided us with lower win rates.

Our revenues are subject to certain uncertainties associated with the threat of
potential regulation that could restrict or ban online gaming by players
residing in the United States or restrict a player's ability to make payments to
us through US companies or companies doing business in the United States. These
risks are more particularly described below. The amounts and percentages of our
revenues derived from Equivest's US Players is described in the following table:
<TABLE>
<CAPTION>
                              Amount of Revenues Derived   Percentage of Revenues Derived
Period                        From Equivest's US Players     From Equivest's US Players
<S>                               <C>                              <C>
Three Month Period Ended
September 30, 2004                $136,622                         85.00%

Three Month Period Ended
September 30, 2005                $162,082                         90.0%

Nine Month Period Ended
September 30, 2004                $599,102                         88.6%

Nine Month Period Ended
September 30, 2005                $396,488                         89.2%
</TABLE>


                                       19
<PAGE>

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

Despite any improvements that we have made in the past in connection with the
management of our expenses, we have never operated at a profit. Our Loss from
Operations for the three month period ending September 30, 2005 decreased
approximately 14.4% to $178,397 from $208,320 for the same period of the prior
year, despite significant increases in consulting fees paid. The decrease in
Loss from Operations resulted primarily from significant reductions in License
and Royalty Fees paid as well as decreases in marketing and advertising
expenses. A significant decrease in net casino revenues suffered during the
first nine months of this year, coupled with a three and one half fold increase
in consulting fees paid, contributed to the 57.6% increase in our loss from
operations for the nine months ending September 30, 2005 to $752,833 from
$477,792 for the same period of the prior year.

We are striving to manage our operating expenses, which decreased to $339,129
for the three month period ending September 30, 2005 from $388,412 for the same
period of the prior year. A significant increase in our consulting fees caused
our operating expenses to increase to $1,197,326 for the nine month period
ending September 30, 2005 from $1,153,979 for the same period of the prior year.

We are currently relying on affiliate marketing programs to drive our net casino
revenues. Affiliate commissions increased to $28,850 from $17,851 for the three
months ending September 30, 2005 from the same period of last year. Affiliate
commissions increase to $99,034 from $93,034 for the nine months ending
September 30, 2005. The increases in our affiliate commissions during the three
months ending September 30, 20005 were offset by significant decreases in our
marketing and advertising expenses from $66,250 for the three months ending
September 30, 2004 to $-0- for the same period of the current year. We
anticipate that we will continue to rely on affiliate marketing programs to
improve our processed gaming transactions and net casino revenues for the
remainder of this year. However, no assurance is given that we will be
successful in this regard.

Consulting fees increased significantly to $110,678 and $316,270 for the three
and nine month periods ending September 30, 2005 from $28,654 and $90,143 for


                                       20
<PAGE>

the same periods of last year. The consulting fees that we have incurred during
the first three quarters of this year were paid in connection with agreements to
provide investor relations, accounting and bookkeeping services and strategic
planning services. We anticipate that consulting fees paid for these services
will be paid through the end of the year and we may elect to extend these
payments thereafter. As our operations are dependent on proceeds raised from
third party financing, we may be required to retain the services of financial
consultants in the future and pay them consulting fees for their services.

Our royalty and license fee expenses decreased significantly to $30,000 and
$92,185 for the three and nine month periods ending September 30, 2005 from
$119,166 and $309,295 for the same period of last year. The decrease was due, in
part, from a revision in the terms of the licensing agreement with our software
provider that halved the minimum monthly royalty payments that we had to make
and the fact that we are no longer amortizing an expense related to the
licensing of our software.

Our general and administrative expenses increased to $138,030 for the three
month periods ending September 30, 2005 from $126,323 for the same period of the
prior year. This increase was attributed to an increase in travel and lodging
expenses incurred during this period. Travel and lodging expenses accounted for
approximately 36% our general and administrative expenses. A significant portion
of these expenses were incurred in connection with our efforts to acquire and
finance a land based gaming company doing business in the Turks and Caicos.

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

We have agreed to acquire a 75% interest in Carib Gaming Limited, a Turks and
Caicos land based
casino operator whose operations are currently limited to slot machines and
other electronic gaming devices ("CGL") for $4,650,000. We have paid the Sellers
$100,000 and have given them a $520,000 promissory note for 10% of CGL's common
shares. We are obligated to pay CGL $4,550,000 on or before November 15, 2005
and cannot make this payment from internally generated funds. If we cannot make
this payment by November 15, 2005, the sellers can repurchase the 10% interest
in CGL that we have acquired for $575,000. We are experiencing difficulties
raising the proceeds necessary to consummate this purchase and it appears that
we will not be able to do so unless CGL provides us with an extension to the
November 15, 2005 closing date. We do not expect to be granted such an extension
and believe this acquisition will not be completed.

Government Regulation

Online casino operations are generally subject to applicable laws in the
jurisdictions in which they offer services. As the winnings of Equivest's online


                                       21
<PAGE>

casino operations represent our sole source of revenues, such regulations can
and do have a material effect on our operations. Moreover, given the nature of
our operations, we may be directly subject to such regulation as well. In
recognition of the foregoing, our servers have been relocated to the Kahnawake
Reservation in Quebec, Canada, where we feel the regulatory environment is more
favorable to our operations.

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

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

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

We are also faced with risks regarding the potential prohibition of online
casino gaming. A Federal court case in Louisiana ruled that online casinos do
not violate 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


                                       22

<PAGE>

online gambling, which once again did not pass through Congress. A similar bill
designed to make the processing of online gaming transactions a criminal offense
was passed by the US House of Representatives committee on Finance and the
Senate Banking Committee. Both are expected to come to a full vote. The United
States Department of Justice has expressed certain reservations regarding some
of the language and provisions contained in the bills and both the House and
Senate bills need to be reconciled and subsequently signed by the President
before they can become law. No assurance can be given that such a bill will not
ultimately be enacted and become law.

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

Several state Attorneys General and court decisions have upheld the
applicability of state anti-gambling laws to Internet casino companies.
Accordingly, there is a risk that criminal or civil proceedings could be
initiated in the United States or other jurisdictions against on-line casinos
and/or their employees, 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 would in all likelihood have a
material adverse effect on the business, revenues, operating results and
financial condition of our customers and us, as most of Equivest's players
reside in the United States.

In addition, as electronic commerce further develops, it too may be the subject
of government regulation. Current laws, which pre-date or are incompatible with
Internet electronic commerce, may be enforced or amended in a manner that
restricts the electronic commerce markets. We intend to minimize these potential
legal risks by continuing to conduct our Internet business from offshore
locations that permit online gaming and by increasing our marketing efforts in
Asia and other foreign jurisdictions that we feel are less inclined to impose
adverse rules, regulations and laws. There is no assurance, however, that these
efforts will be successful in mitigating the substantial legal risks and
uncertainties associated with our Internet gaming related activities.

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


                                       23
<PAGE>

large media operations have stopped running advertisements for offshore casinos
and other forms of Internet gambling.

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

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

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

                                       24
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES

We have never operated at a profit. While we strive to increase our operations
and attain a level of profitability, we have historically been forced to rely on
additional investment capital and loans to remain in business. Towards this end,
we have raised net cash proceeds and subscriptions receivable of $89,271 and
collected $35,399 of subscriptions receivable during the third calendar quarter
of 2005 year, net of commissions, pursuant to an ongoing Regulation S offering,
during the course of which we sold 788,382 shares of our restricted common
stock. On January 4, 2005 we received an advance of $300,000 pursuant to a Loan
and Security Agreement (the "Loan Agreement") from an unrelated third party
lender. The lender has agreed to settle this loan and all related interest that
had accrued thereon in exchange for its retention of 2,728,000 of our common
shares that the lender had been holding to secure repayment of its loan to us.

As of September 30, 2005, we had cash of $161,907 and had a working capital
deficit of $718,174 at that date. Our cash position and net working capital
resulted from funds raised pursuant to our ongoing Regulation S offering and the
partial funding of a loan facility that we had entered into in connection with
the Loan Agreement referred to above

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

We believe that we have sufficient cash on hand to remain in business over the
next four-month period. While we are hopeful that our on-line gaming operations
will generate positive cash flow by yearend, 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. We have been
negotiating terms for a firm commitment underwriting in connection with an
offering of up to $5,000,000 of our securities, to allow us to consummate the
CGL acquisition. However, we have not entered into an underwriting agreement as
of the date of this Report and it is not likely that we will do so. As a result,
it is unlikely that we will complete the CLG acquisition and we will be forced
to rely on other sources of financing to remain in business.

FUTURE EXPENDITURES

We intend to acquire a controlling interest in CGL should we successfully
conclude an offering to raise proceeds sufficient to make the acquisition. While
we have identified an underwriter to conduct this offering, we have not yet
entered into an underwriting agreement. No assurance is given that we will do
so, or be able to satisfy any conditions that may be required of us in such an
agreement. Even if we do so, no assurance is given that any resulting offering
will be successfully concluded. We have no plans to incur research and


                                       25
<PAGE>

development costs and anticipate that our staffing requirements will remain as
they are.

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

CRITICAL ACCOUNTING POLICIES

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

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

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

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

                                       26
<PAGE>

OFF BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

Item 3.  Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that
information required to be disclosed in reports filed under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and
reported within the specified time periods. As of the end of the period covered
by this Report, our Chief Executive Officer and Chief Financial Officer
evaluated the effectiveness of our disclosure controls and procedures and
internal control over financial reporting. Based on the evaluation, which
disclosed no significant deficiencies or material weaknesses, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures and internal controls over financial reporting have been
designed and are being operated in a manner that provides reasonable assurance
that the information required to be disclosed by us in reports filed under the
Securities Exchange Act of 1934, as amended, is recorded, processed, summarized
and reported within the time periods specified in the SEC's rules and forms. A
system of controls, no matter how well designed and operated, cannot provide
absolute assurance that the objectives of the systems of controls are met, and
no evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within a company have been detected. There were
no changes in our disclosure controls and procedures or internal control over
financial reporting that occurred during the quarter covered by this Report that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

We are not subject to any legal proceedings.

Item 2.  Changes in Securities.

On February 10, 2003, we initiated a Regulation "S" offering to sell our common
shares. These Regulation S sales were effected through offshore brokers who
either purchased the shares at a discount or were paid a commission or other
concession. During the quarter ending September 30, 2005 we sold 863,707 common
shares pursuant to this offering, realizing net proceeds and subscriptions
receivable of $94,272 after the payment of commissions and other remuneration.
The subscriptions receivable were paid in full in October 2005. Shares sold
pursuant to this Regulation S offering as well as certain shares sold for
services rendered during the quarter ending September 30, 2005 are described
below:

                                       27
<PAGE>

On July 6, 2005, we issued 66,550 shares at an average price of approximately
$0.66 per share in connection with a Regulation "S" offering. The shares were
issued for gross proceeds of $44,099.00.

On July 20, 2005, we issued 115,100 shares at an average price of approximately
$0.54 per share in connection with a Regulation "S" offering. The shares were
issued for gross proceeds of $62,230.

On August 19, 2005, we issued 61,900 shares at an average price of approximately
$.50 per share in connection with a Regulation "S" offering. The shares were
issued for gross proceeds of $30,699.

On September 6, 2005, we issued 53,600 shares at an average price of
approximately $0.50 per share in connection with a Regulation "S" offering. The
shares were issued for gross proceeds of $26,953. On September 7, 2005, we
issued 133,607 shares at an average price of approximately $.46 per share in
connection with a Regulation "S" offering. The shares were issued for gross
proceeds of $60,843.

On September 22, 2005, we issued 45,000 shares at an average price of
approximately $.31 per share in connection with a Regulation "S" offering. The
shares were issued for gross proceeds of $14,140.

Item 3.  Defaults upon senior securities - None

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

Item 5.  Other Information    -    None

Item 6.  Exhibits and Reports on Form 8-K

         (a)  The following exhibits and financial statement schedules are filed
              as exhibits to this Report:
         1.   Financial Statements of the Registrant are included under Part 1
              Item 1, hereof.
         2.   Financial Statement Schedules   -    None
         3.   Exhibits:

Exhibit No.                Description
-----------                -----------
   3.1           Articles of Incorporation, as amended*
   3.2           Bylaws, as amended**
   4.1           Common Stock Certificate**
  14.1           Code of Ethics***
  21.1           Names of Subsidiaries*
  31.1           Rule 13a-14(a)/15d-14(a) Certification of George Guttierez
  31.2           Rule 13a-14(a)/15d-14(a) Certification of Dean Ward
  32.1           Certification Pursuant to 18 U.S.C Section 1350as adopted
                 pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
----------
*   Incorporated by reference to our Form 10-KSB filed with the U.S. Securities
    and Exchange Commission on April 5, 2005.
**  Incorporated by reference to our Form 10-SB12G filed with the U.S.
    Securities and Exchange Commission on April 4, 2000
*** Incorporated by reference to our Form 8-K filed on February 18, 2005.

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

         None

                                       28
<PAGE>

                                   SIGNATURES

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


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

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


Date:  February 1, 2006                  By: /s/ George Gutierrez
                                             -----------------------------------
                                             George Gutierrez, CEO and Director

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

                                       29