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: June 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 June 30, 2005, there were 7,082,093 shares of the Registrant's Common
Stock, par value $0.00025 per share, issued and outstanding.

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

<PAGE>

                         Part I. FINANCIAL INFORMATION


Item 1.  Financial Statements


                          ANGELCITI ENTERTAINMENT, INC.
                                AND SUBSIDIARIES

                                    Contents


                                                                         PAGE(S)
                                                                        -------
Consolidated Balance Sheet (Unaudited)                                      3

Consolidated Statements of Operations (Unaudited)                           4

Consolidated Statements of Cash Flows (Unaudited)                           5

Notes to Consolidated Financial Statements (Unaudited)                     6-17















                                        2

<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2005
                                   (UNAUDITED)

                                ASSETS
                                                                    As Restated
                                                                      (Note 17)

CURRENT ASSETS
  Cash                                                              $   135,565
  Due from Affiliates                                                       969
  Prepaid and Other                                                       5,061
                                                                    -----------
TOTAL CURRENT ASSSETS                                                   141,595
                                                                    -----------
FIXED ASSETS, NET                                                        19,872

OTHER ASSETS
  Investment in non-marketable securities -
   related party - at cost                                              285,868
  Investment in Acquiree - at cost                                      620,000
                                                                    -----------
TOTAL OTHER ASSETS                                                      905,868
                                                                    -----------
TOTAL ASSETS                                                        $ 1,067,335
                                                                    ===========
                 LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                                  $   132,395
  Account payable - related party                                         6,005
  Accrued royalty payable                                                18,780
  Customer deposits                                                       7,812
  Payouts due                                                             8,245
  Payroll taxes payable                                                   3,997
  Loan payable - related party                                           23,691
  Accrued Property Dividend Payable                                      96,327
  Note payable                                                          520,000
                                                                    -----------
TOTAL CURRENT LIABILITIES                                               817,252
                                                                    -----------
STOCKHOLDERS' EQUITY
  Preferred stock, Series A, $0.001 par value, 50,000
      shares authorized, 20,000 shares issued and outstanding                20
  Convertible preferred stock, Series B, $0.001 par value, 100,000
      shares authorized, none issued and outstanding                         --
  Common stock, $0.00025 par value, 300,000,000 shares authorized
     7,082,093 shares issued and outstanding                              1,770
  Common Stock Issuable (33,500 shares)                                       8
  Additional paid in capital                                          5,987,163
  Accumulated deficit                                                (5,613,554)
                                                                    -----------
                                                                        375,407
                                                                    -----------

  Less:  Deferred Consulting                                            (89,925)
  Less:  Stock subscription receivable  (112,755 shares)                (35,399)
                                                                    -----------
TOTAL STOCKHOLDERS' EQUITY                                              250,083
                                                                    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $ 1,067,335
                                                                    ===========

     See accompanying notes to unaudited consolidated financial statements.

                                        3

<PAGE>

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

<TABLE>
<CAPTION>
                                             THREE MONTHS ENDED JUNE 30,      SIX MONTHS ENDED JUNE 30,
                                            ----------------------------    ----------------------------
                                                 2005            2004           2005            2004
                                            ------------    ------------    ------------    ------------
                                             As Restated                     As Restated
                                             (Note 17)                       (Note 17)
<S>                                         <C>             <C>             <C>             <C>
CASINO REVENUES, NET                        $    116,352    $    181,973    $    283,761    $    496,095
                                            ------------    ------------    ------------    ------------
OPERATING EXPENSES
Depreciation                                       2,250           1,400           4,500           2,800
Affiliate Commission                              36,585          34,038          70,184          75,796
Bad debts                                         29,577         (26,637)         37,968           8,564
Consulting                                       128,753          46,489         205,592          61,489
Royalty                                           30,000          60,000          62,185         120,962
Marketing                                         25,000          25,775          31,000          25,775
Advertising                                       37,217          19,958         123,842          33,148
Legal &Professional fees                         44,662          46,879          78,465          92,029
Rent                                               2,419           1,701           4,620           3,386
License Fee                                           --              --              --          69,167
General and Administrative                       120,579         142,333         239,841         272,291
                                            ------------    ------------    ------------    ------------
TOTAL OPERATING EXPENSES                         457,042         351,936         858,197         765,407
                                            ------------    ------------    ------------    ------------

LOSS FROM OPERATIONS                            (340,690)       (169,963)       (574,436)       (269,312)
                                            ------------    ------------    ------------    ------------
OTHER INCOME
Interest income                                       22              56              38             422
Other income                                       5,936          15,468           6,941          16,843
                                            ------------    ------------    ------------    ------------
TOTAL OTHER INCOME                                 5,958          15,524           6,979          17,265
                                            ------------    ------------    ------------    ------------

OTHER EXPENSE
Interest expense                                      --              --          (4,696)            (80)
Other expenses                                        --              --              --              --
Loss on exchange of common stock for debt     (2,641,544)             --      (2,641,544)             --
                                            ------------    ------------    ------------    ------------
TOTAL OTHER EXPENSE                           (2,641,544)             --      (2,646,240)            (80)
                                            ------------    ------------    ------------    ------------

Total Other Income (Expense), net             (2,635,586)         15,524      (2,639,261)         17,185
                                            ------------    ------------    ------------    ------------

NET LOSS                                      (2,976,276)       (154,439)   $ (3,213,697)   $   (252,127)
                                            ============    ============    ============    ============

NET LOSS PER SHARE - BASIC AND DILUTED             (0.49)          (0.06)   $      (0.79)   $      (0.10)
                                            ============    ============    ============    ============
WEIGHTED AVERAGE NUMBER OF SHARES
  OUTSTANDING DURING THE YEAR -
  BASIC AND DILUTED                            6,080,075       2,562,455       4,089,341       2,419,101
                                            ============    ============    ============    ============
</TABLE>


     See accompanying notes to unaudited consolidated financial statements.

                                        4

<PAGE>

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

<TABLE>
<CAPTION>
                                                                              SIX MONTHS ENDED JUNE 30,
                                                                            ----------------------------
                                                                                2005            2004
                                                                            ------------    ------------
                                                                            As Restated
                                                                             (Note 17)
<S>                                                                         <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                                    $ (3,213,697)   $   (252,127)
Adjustments to reconcile net loss to net cash used in
     operating activities:
Depreciation                                                                       4,500           2,800
Bad debts                                                                         37,968           8,564
Preferred stock issued for services                                                   --          20,000
Recognition of deferred stock based financing fee                                     --          69,167
Recognition of  deferred stock based compensation                                     --          23,958
Common stock issued for services                                                  25,000              --
Common stock issued to settle accrued interest                                     4,696              --
Amortization of stock based deferred expenses                                    149,767              --
Loss on exchange of common stock to settle debt                                2,641,544              --
Changes in operating assets and liabilities:
(Increase) decrease in:
  Accounts receivable                                                            (37,202)            514
  Prepaid and other assets                                                          (656)           (372)
  Due from affiliate                                                              26,033              --
Increase (decrease) in:
  Accounts payable                                                                68,141             911
  Account payable-related party                                                    6,005              --
  Accrued royalty payable                                                        (13,136)         38,916
  Accrued interest payable                                                            --            (320)
  Customer deposits and payouts due                                               (6,737)        (18,872)
  Payroll taxes payable                                                             (844)           (185)
  Settlement Payable                                                                  --         (12,500)
                                                                            ------------    ------------
NET CASH USED IN OPERATING ACTIVITIES                                           (308,618)       (119,546)
                                                                            ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Disbursement to acquire investment at cost                                    (100,000)        (50,290)
  Restricted cash paid for acquisition                                                --        (125,000)
  Deposits                                                                            --         (92,556)
  Loan proceeds - related party                                                       --          18,549
                                                                            ------------    ------------
NET CASH USED IN INVESTING ACTIVITIES                                           (100,000)       (249,297)
                                                                            ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of common stock, net of offering costs                  137,391         480,097
  Proceeds from loans - related party                                            300,000          20,365
  Repayment of loan - related party                                              (59,648)             --
  Repayment of note                                                                   --         (23,960)
                                                                            ------------    ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                                        377,743         476,502
                                                                            ------------    ------------

Net Increase (decrease) in Cash                                             $    (30,875)   $    107,659

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

CASH AT END OF PERIOD                                                       $    135,565    $    226,022
                                                                            ============    ============

Supplemental Disclosure of Cash Flow Information:
Cash paid for:
    Interest                                                                $         --    $         --
                                                                            ============    ============
    Taxes                                                                   $         --    $         --
                                                                            ============    ============

Supplemental Disclosure of Non Cash Investing and Financing Activities                 $    $         --
                                                                            ============    ============
    Royalty payable settled by issuance of stock options                               $    $     38,916
                                                                            ============    ============
    Dividend paid to AngelCiti shareholders of Midas common stock           $     50,038    $         --
                                                                            ============    ============
    Accrued dividend paid to AngelCiti shareholders of Midas common stock   $     96,327    $         --
                                                                            ============    ============
    Stock subscription receivable                                           $     35,399    $     15,224
                                                                            ============    ============
    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 unaudited consolidated financial statements.

                                        5

<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 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 six months ended
June 30, 2005 or 2004, respectively.

                                        6

<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 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 six months ended June 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
six months ended June 30, 2005.

(E) REVENUE RECOGNITION

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

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

The total amount wagered ("handle") was $17,616,053 and $20,325,767 for the
three months ended June 30, 2005 and 2004, respectively. The relationship of net
casino revenues to handle ("hold percentage") was 1.60% and 2.44% for the three
months ended June 30, 2005 and 2004, respectively.

(F) NET LOSS PER SHARE

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


                                        7

<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2005
                                   (UNAUDITED)

For the three and six months ended June 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 June 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 3,360,447 common shares of Midas Entertainment,
Inc.'s (traded on pink sheets) publicly traded common stock at June 30, 2005
having a cost basis of $285,868. A dividend of Midas shares is planned for
October 2005 where approximately 1,131,933 shares will be 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 June 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 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


                                        8

<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2005
                                   (UNAUDITED)

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
June 30, 2005.

During the three and six months ended June 30, 2005 and 2004, respectively, the
Company recorded a bad debt expense for the holdback of $29,577 and 37,968 in
2005 and a recovery of $26,637 and expense of $8,564 in 2004.

Accounts receivable at June 30, 2005 was as follows:

         Accounts receivable - other   $      --
                                       ---------
         Accounts receivable             193,741
         Allowance for chargebacks      (193,741)
                                       ---------
         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 June 30, 2005, the Company had paid the required
$100,000.

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


                                        9

<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2005
                                   (UNAUDITED)

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 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. The record date is October 26, 2005 and the expected distribution
is 1,131,933 shares, which have a cost of $96,327. At June 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 they are thinly traded and have been included as a component in the share
reconciliation below:

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

                                       SHARES     RECORDED VALUE
                                     ----------   --------------

         December 31, 2004            4,608,421    $  335,906
         Shares acquired                     --            --
         Dividend shares issued to
           AngelCiti shareholders    (1,247,974)      (50,038)
         Shares sold                         --            --
                                     ----------    ----------
         June 30, 2005                3,360,447    $  285,868
                                     ==========    ==========

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

           COST          FAIR VALUE        UNREALIZED GAIN (LOSS)
         --------        ----------        ----------------------
         $285,868         $285,868             $   --


                                       10

<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2005
                                   (UNAUDITED)

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

NOTE 6 PROPERTY AND EQUIPMENT

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

         Computer equipment               $ 28,000
         Vehicle                            17,000
         Less: accumulated depreciation    (25,128)
                                          --------
                                          $ 19,872
                                          ========

Depreciation expense for the three and six months ended June 30, 2005 and 2004
were $2,250 and $4,500 in 2005 and $1,400 and $2,800 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 all expenses associated with the operations and
marketing of the casino websites. As a result of this agreement, the Company has
an economic concentration with Equivest as substantially all of its revenues are
derived from the sublicensing of software to Equivest and administration of its
online casino operations. As a result of such concentration, the Company is
vulnerable to a potential severe impact in the near term. Severe impact is
defined as the effect of disrupting the normal functioning of the Company. As of
June 30, 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 June 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)

(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.

                                       11

<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2005
                                   (UNAUDITED)

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 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.

                                       12

<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2005
                                   (UNAUDITED)

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.

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


                                       13

<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2005
                                   (UNAUDITED)

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
June 30, 2005, the Company had accrued $18,780 as an accrued royalty payable.

(B) COMMITMENT FOR MINIMUM ROYALTY PAYMENT

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

Effective September 2004, the Company reached an oral agreement with its
software licensor to amend the minimum monthly royalty payment from $20,000 to
$10,000. During the year ended December 31, 2004, the software licensor received
15% of the adjusted net win in cash and the remaining amount to make up the
difference through the simultaneous exercise of vested options and repayment by
the Company in shares of common stock. Any amounts paid in stock through the
exchange of options to the software licensor were based on a fixed exercise
price of $3.68 per share. During the six months ended June 30, 2005, there were
no exercises of stock options. The software licensor has 35,756 options
available for future exercises.

During three and six months ended June 30, 2005 and 2004, the Company incurred a
royalty expense of $30,000 and $62,185 in 2005 and $60,000 and $120,962 in 2004.

                                       14

<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2005
                                   (UNAUDITED)

NOTE 9 CUSTOMER DEPOSITS AND PAYOUTS DUE

(A) CUSTOMER DEPOSITS

During the three months ended June 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
June 30, 2005, the Company had customer deposits on hand of $7,812.

(B) PAYOUTS DUE

During the three months ended June 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 June 30, 2005, the
Company had payouts due of $8,245.

NOTE 10 LOAN PAYABLE - RELATED PARTY AND SHARE ISSUANCE

During the six months ended June 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 $59,648. The remaining loan
balance was $23,691 at June 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. The
2,728,000 were valued at $2,728,000 were valued at $2,946,240 based on the $1.08
quoted trading price on the settlement date resulting in a loss on settlement of
$2,641,544.

                                       15

<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2005
                                   (UNAUDITED)

NOTE 11 STOCKHOLDERS' EQUITY

(A) COMMON STOCK ISSUANCES FOR CASH

During the six months ended June 30, 2005, the company issued 628,542 shares of
common stock for proceeds of $137,391 net of subscription receivables of $35,399
and offering costs of $473,236.

(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

         Issue 109,000 shares of the Company's restricted common stock. The
         value of the stock provided was based on the quoted closing trading
         price on the grant date. The shares had a value of $1.10 per share for
         a total of $119,900. The Company will record a consulting expense over
         the service period. At June 30, 2005, the Company recorded consulting
         expense of $29,975. The remaining $89,925 of deferred consulting is
         classified as a component of equity.

         (II) CASHLESS OPTIONS

         Issue options to purchase 100,000 common shares with an exercise price
         of $1.25 per share with a term of five years. In addition, the options
         have a cashless exercise provision. Pursuant to SFAS No. 123, the
         options had a nominal value.

In May 2005, the Company issued 25,000 shares of common stock for 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 March 23, 2005 and May 23, 2005, The Company issued a dividend of its Midas
investment in non-marketable securities to its shareholders. (See Note 4)

(D) STOCK SUBSCRIPTION RECEIVABLE

During the six months ended June 30, 2005, the Company had agreed to issue
112,755 shares of common stock in exchange for $35,399. The $35,399 was paid in
full in July 2005. (See Notes 11 (A) and 16)

(E) COMMON STOCK ISSUED FOR DEBT

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

                                       16

<PAGE>

                 ANGELCITI ENTERTAINMENT, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 30, 2005
                                   (UNAUDITED)

NOTE 12 RELATED PARTY TRANSACTIONS

During the six months ended June 30, 2005, the Company repaid $59,648 to its
landlord, a related party. (See Note 10)

During the six months ended June 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 six months ended June 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 Midas are
the same individual.

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.

NOTE 15 GOING CONCERN

As reflected in the accompanying unaudited consolidated financial statements,
the Company has a net loss of $3,213,697 and net cash used in operations of
$308,618 for the six months ended June 30, 2005 and a working capital deficiency
of $675,657 and an accumulated deficit of $5,613,554 at June 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

In July 2005, the Company received $35,399 on subscription. See Note 11(D)

NOTE 17 RESTATEMENT

Subsequent to the issuance of the Form 10-QSB for the quarter ended June 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 six
months ended June 30, 2005. In addition, the settlement of the loan and interest
with 2,728,000 of collateral shares should have been accounted for with
valuation on the settlement date. The resulting change increases net loss by
$1,582,240 for cash of the three and six months ended June 30, 2005,
respectively, and net loss per share by $(0.39) and $(0.72) for the same
periods, respectively.



                                       17


<PAGE>

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

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

RESULTS OF OPERATIONS

Overview
--------

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

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

We are not actively pursuing other online casino customers. Rather, we are
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 its net casino winnings. Our revenue
stream is therefore dependent upon the success of Equivest's online casino
operations and, more specifically, on its ability to get paid by the customers
that place wagers with its on-line casino. Our overall success and viability are
therefore directly dependent upon the success of Equivest and its gaming
website. The cessation of Equivest's on-line casino operations would eliminate
our sole source of revenues.

We pay out a percentage of the fees that we earn to our software
provider/licensor. The principal software product that we sub-license is an
on-line gaming product owned by Real Time Gaming ("RTG"). We sub-license this
product pursuant to a renewable one-year software license agreement. Given our
lack of funding to cover the high cost of developing and maintaining our own
proprietary software and fierce competition among software developers, which we
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


                                       18
<PAGE>

of time and funding. We cannot be certain that we will ever have the staff or
resources needed to develop proprietary software or incorporate new sub-licensed
products into our operations in the future. Until we have the resources and
staffing necessary to develop proprietary gaming software or incorporate other
licensed products into our operations, we will remain dependant upon the success
and ongoing viability of the RTG Software.

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

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

For the three and six month periods ending June 30, 2005, we processed
$5,189,873 and $17,616,053, respectively, in gaming transactions, as contrasted
with gaming transactions of $8,442,380 and $20,325,767 for the same period of
last year. Our net gaming transactions, or "handle", are separate and distinct
from our revenues, are not reflected as revenues in our financial statements,
and should not be confused with our revenues. We believe that the 38.5% and
13.3% year-to-year decreases in our handle for the three and six month periods
ending June 30, 2005 are attributable to the loss of one payment processor with
whom we had conducted business and the competition that we face as a result of
the popularity of on-line poker play. We have replaced the payment processor at
the end of our second calendar quarter and 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 or revenues.

Our net casino revenues also decreased markedly to $116,352 and $283,761 for the
three and six month periods ending June 30, 2005 from $181,973, and $496,095,
respectively, for the same periods of last year. The foregoing activity
represents a 36% and 42.8% 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 2.24% and 1.03% for
the three and six month periods ending June 30, 2005 from 3.36% and 2.44% 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 uncertainties associated with the threat of
potential regulation that could restrict or ban online gaming by players
residing in the United States or restrict a player's ability to make payments to
us through United States companies or companies doing business in the United
States. These risks are more particularly described below. The amounts and
percentages of our revenues derived from Eqiuvest's US players are described in
the following table:

                              Amount of Revenues         Percentage of Revenues
     Period                 Derived From US Players     Derived From US Players
     ------                 -----------------------     -----------------------
Three-month period
Ended June 30, 2004                $177,022                       97.3%

Three-month period
Ended June 30, 2005                $ 94,525                       81.2%

Six-month period
Ended June 30, 2004                $450,308                       90.8%

Six-month period
Ended June 39, 2005                $255,238                       89.9%

                                       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.

A significant increase in consulting fees on a year-to-year basis was
principally responsible for the increase in our operating expenses to $457,042
for the three month period ending June 30, 2005 from $351,936 for the same
period of the prior year and $858,197 for the six month period ending June 30,
2005 from $765,407 for the same period of the prior year.

Our marketing, advertising and affiliate commission expenses increased
approximately 19.3% and 40.1% to $98,802 and $225,026 for the three and six
month periods ending June 30, 2005 from $79,771 and $134,719 for the same
periods of the prior year. This increase is attributable to the adoption and
implementation of our new advertising and marketing initiatives. We anticipate
that the increased marketing expenditures will continue throughout the end of
this calendar year. Despite these efforts we cannot be certain that we will
generate an increase in processed gaming transactions or our net casino
revenues.

Consulting fees increased to $128,753 and $205,592 for the three and six month
periods ending June 30, 2005 from $46,489 and $61,489 for the same periods of
last year. The consulting fees that we have incurred during the first two
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 be 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
$62,185 for the three and six month periods ending June 30, 2005 from $60,000


                                       20
<PAGE>

and $120,962 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 decreased to $120,579 and $239,841 for
the three and six month periods ending June 30, 2005 from $142,333 and $272,291
for the same periods of the prior year. This decrease was predominantly
attributable to reductions in travel and entertain and processing expenses.

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. No assurance is given that we will be
able to raise the funds necessary to complete the CGL purchase.

Effects of Existing and Potential Government Regulation on our Business
and Operations
-----------------------------------------------------------------------

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

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


                                       21
<PAGE>

uncertainty surrounding the regulation of Internet gaming could have a material
adverse effect on the business, revenues, operating results and financial
condition of our customers and us.

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

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

In addition, current U.S. federal and state laws could be construed to prohibit
or restrict online casino gaming and there is a risk that governmental
authorities could view online casinos as having violated such laws. However, the
government of Antigua has recently brought suit and won a ruling against the
United States federal government in an effort to prevent US legislation from
impacting online gaming companies that operate 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. Such proceedings could involve substantial litigation
expense, penalties, fines, diversion of the attention of key executives,
injunctions or other prohibitions being invoked against on-line casinos and/or
their employees and could have a material adverse effect on the business,
revenues, operating results and financial condition of our customers and us.
Attempts have also been made at the state level to criminalize the processing of
Internet gaming transactions and the advertisement of on-line gaming
solicitations. Whether or not such attempts ultimately succeed, they can and do
have a chilling effect on our ability to arrange for the processing of gaming
transactions and solicit and retain players. In addition, as electronic commerce
further develops, it too may be the subject of government regulation. Current
laws, which pre-date or are incompatible with Internet electronic commerce, may
be enforced or amended in a manner that restricts the electronic commerce
markets.

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<PAGE>

We intend to minimize the foregoing risks by continuing to conduct our Internet
business from offshore locations that permit online gaming and by increasing our
marketing efforts in Asia and other foreign jurisdictions that we feel are less
inclined to impose adverse rules, regulations and laws. Despite our efforts, a
significant amount of our business is derived from players residing in the
United States. There is no assurance, however, that we will be able to shift
Equivest's business away from American players or otherwise avoid the reach of
potentially adverse governmental regulation.

Worldwide is a sub-licensor of online gaming software and administers a third
party's online casino website. It does not own online casinos. We do not believe
that Worldwide's operations are subject to regulations or laws governing the
online gaming industry. However, given Worldwide's business relationship with
Equivest, an owner of an online casino, we can offer no assurance that any given
jurisdiction will not take the position that we or Worldwide are subject to
their regulations governing online gaming.

LIQUIDITY AND CAPITAL RESOURCES

We have never operated at a profit. While we strive to increase our operations
and attain a level of profitability, we have historically been forced to rely on
additional investment capital and loans to remain in business. Towards this end,
we have raised net cash proceeds of $19,761 and subscriptions receivable of
$30,399 during the second calendar quarter of 2005 year, net of commissions,
pursuant to an ongoing Regulation S offering, during the course of which we sold
330,222 shares of our restricted common stock. Some of these shares were paid
for during the previous calendar quarter. The subscriptions receivable were paid
in full in July 2005. 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 June 30, 2005, we had cash of $135,565 and had a working capital deficit
of $797,380 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.

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<PAGE>

We believe that we have sufficient cash on hand to remain in business over the
next three-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. While we are currently
negotiating terms for a firm commitment underwriting in connection with an
offering of up to $5,000,000 of our securities, no assurance is given is given
that we will successfully negotiate such an agreement or that an offering would
be successfully concluded thereafter. If our cash and other liquid assets are
exhausted before we attain a level of positive cash flow and we are not able to
secure additional financing, we would be forced to curtail or cease our
operations.

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
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.

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<PAGE>

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.

OFF BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

Item 3. Controls and Procedures

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

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings

We are not subject to any legal proceedings.

                                       25
<PAGE>

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 June 30, 2005 we sold 308,222 common
shares pursuant to this offering, realizing net proceeds and subscriptions
receivable of $50,160 after the payment of commissions and other remuneration.
The subscriptions receivable were paid in full in July 2005. Shares sold
pursuant to this Regulation S offering as well as certain shares sold for
services rendered during the quarter ending June 30, 2005 are described below:

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

On April 5, 2005, we entered into an agreement for management, financial public
relations and financial consulting services with Basic Investors, Inc. Under the
terms of this agreement we issued 109,000 shares of our restricted common stock
at $1.10 per share and granted 100,000 cashless exercise five-year options with
an exercise price of $1.25 per share. The shares and options were issued
pursuant to Regulation S, promulgated under the Securities Act of 1933, as
amended (the "Act"). No commissions or other compensation were paid to any party
in connection with this transaction.

On April 25, 2005, we settled a loan agreement with an unrelated third party for
$300,000 and $4,696 of accrued interest in exchange for the issuance of
2,728,000 of our common shares to the lender. These shares were issued pursuant
to a Regulation S offering. No commissions or other compensation were paid to
any party in connection with this transaction.

On May 13, 2005, we issued 5,000 shares at an average price of approximately
$1.00 per share in connection with a Regulation "S" offering. The shares were
issued for gross proceeds of $5,000.

On May 16, 2005, we issued 19,437 shares at an average price of approximately
$.75 per share in connection with a Regulation "S" offering. The shares were
issued for gross proceeds of $8,142.

On May 16, 2005, we issued 112,755 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 $35,000 which was paid in July 2005.

On May 23, 2005, we entered into an agreement for management consulting services
with Evergreen Marketing, Inc. ("Evegreen"). Under the terms of this agreement,
we issued 25,000 shares to Evergreen at a price of $1.00 per share. These shares
were issued pursuant to Section 4(2) of the Act as a transaction by an issuer
not involving a public offering. No commissions or other compensation were paid
to any party in connection with this transaction.

                                       26
<PAGE>

On May 25, 2005, we issued 50,780 shares at an average price of approximately
$1.02 per share in connection with a Regulation "S" offering. The shares were
issued for gross proceeds of $51,747.

On June 13, 2005, we issued 48,250 shares at an average price of approximately
$.71 per share in connection with a Regulation "S" offering. The shares were
issued for gross proceeds of $34,393.

On June 23, 2005, we issued 72,000 shares at an average price of approximately
$.63 per share in connection with a Regulation "S" offering. The shares were
issued for gross proceeds of $45,563.

As of July 20, 2005, we authorized the issuance of 34,000 shares at an average
price of approximately $.69 per share in connection with a Regulation "S"
offering. The shares were issued for gross proceeds of $28,386, which we
received during the quarter ending June 30, 2005.

Item 3.  Defaults upon senior securities - None

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

Item 5.  Other Information    -    None

Item 6.  Exhibits and Reports on Form 8-K

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

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.

                                       27
<PAGE>

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

         8-K      filed on May 3, 2005
         8-K      filed on June 21, 2005



















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<PAGE>

                                   SIGNATURES

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


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

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


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

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

















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