UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 20-F

[_]  REGISTRATION STATEMENT PURSUANT TO SECTION 12(B) OR 12(G) OF THE SECURITIES
     EXCHANGE ACT OF 1934

OR

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
     ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2006

[_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934 OR

[_]  SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
     EXCHANGE ACT OF 1934

Commission file number: 000-52163

                              GAMING VENTURES PLC
             (Exact name of registrant as specified in its charter)

                                   ISLE OF MAN
                 (Jurisdiction of incorporation or organization)

                      9 MYRTLE STREET, DOUGLAS, ISLE OF MAN
                    (Address of principal executive offices)

Securities registered or to be registered pursuant to Section 12(b) of the Act:
NONE

Securities registered or to be registered pursuant to Section 12(g) of the Act:
ORDINARY SHARES, NOMINAL VALUE BP 0.0001 PER SHARE

Securities for which there is a reporting obligation pursuant to Section 15(d)
of the Act: NONE

Indicate the number of outstanding shares of each of the issuer's classes of
capital or common stock as of the close of the period covered by the annual
report: 32,315,698 ORDINARY SHARES, NOMINAL VALUE BP 0.0001 PAR VALUE PER SHARE

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act:

                               YES [_]     NO [X]

If this report is an annual or transition report, indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934:

                               YES [_]     NO [X]

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding twelve (12) months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past ninety (90) days:

                               YES [X]     NO [_]

<PAGE>


Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of "accelerated
filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check
one):

   Large Accelerated Filer [_] Accelerated Filer [_] Non-Accelerated Filer [X]

Indicate by check mark which financial statements the registrant has elected to
follow:

                           ITEM 17 [_]     ITEM 18 [X]

If this is an annual report, indicate by check mark whether the registrant is a
shell company (as defined in Rule 12b-2 of the Exchange Act).

                               YES [_]     NO [X]

<PAGE>


                                TABLE OF CONTENTS

                                                                            PAGE

PART I

          Item 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS       6

          Item 2. OFFER STATISTICS AND EXPECTED TIMETABLE                     6

          Item 3. KEY INFORMATION                                             6

          A. Selected Financial Data                                          6

          B. Capitalization and Indebtedness                                  8

          C. Reasons for the Offer and Use of Proceeds                        8

          D. Risk Factors                                                     8

          Item 4. INFORMATION ON THE COMPANY                                 15

          A. History and Development of the Company                          15

          B. Business Overview                                               15

          C. Organizational Structure                                        24

          D. Property, Plants and Equipment                                  24

          Item 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS               24

          A. Operating Results                                               26

          B. Liquidity and Capital Resources                                 27

          C. Research and Development, Patents and Licenses, Etc             28

          D. Trend Information                                               28

          E. Off - Balance Sheet Arrangements                                28

          F. Tabular Disclosure of Contractual Obligations                   28

<PAGE>


          Item 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                 28

          A. Directors, Senior Management and Employees                      28

          B. Compensation                                                    29

          C. Board Practices                                                 29

          D. Employees                                                       30

          E. Share Ownership                                                 30

          Item 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS          30

          A. Major Shareholders                                              30

          B. Related Party Transactions                                      31

          C. Interests of Expert and Counsel                                 31

          Item 8. FINANCIAL INFORMATION                                      32

          Item 9. THE OFFER AND LISTING                                      32

          A. Offer and Listing Details                                       32

          B. Plan of Distribution                                            32

          C. Markets                                                         32

          D. Selling Shareholders                                            32

          E. Dilution                                                        32

          F. Expenses of the Issue                                           32

          Item 10. ADDITIONAL INFORMATION                                    32

          A. Share Capital                                                   32

          B. Memorandum and Articles of Association                          32

          C. Material Contracts                                              33

          D. Exchange Controls                                               34

<PAGE>


          E. Taxation                                                        34

          F. Dividends and Paying Agents                                     38

          G. Statements by Experts                                           38

          H. Documents on Display                                            38

          I. Subsidiary Information                                          38

          Item 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT            39

          Item 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES    39

PART II

          Item 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES           39

          Item 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY
                   HOLDERS AND USE OF PROCEEDS                               39

          Item 15. CONTROLS AND PROCEDURES                                   39

          Item 16. RESERVED                                                  39

          Item 16A. AUDIT COMMITTEE FINANCIAL EXPERT                         39

          Item 16B. CODE OF ETHICS                                           39

          Item 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES                   39

          Item 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT
                    COMMITTEE                                                40

          Item 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND
                    AFFILIATED PURCHASERS                                    40

PART III

          Item 17. FINANCIAL STATEMENTS                                      40

          Item 18. FINANCIAL STATEMENTS                                      40

          Item 19. EXHIBITS                                                  40

<PAGE>


                                     PART I

     UNLESS THE CONTEXT OTHERWISE REQUIRES, ALL REFERENCES IN THIS ANNUAL REPORT
TO THE "COMPANY" "US," "WE," AND "OUR" REFER TO GAMING VENTURES PLC. AND ITS
CONSOLIDATED SUBSIDIARIES.

     OUR FINANCIAL STATEMENTS ARE PREPARED IN UNITED STATES DOLLARS AND IN
ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES IN THE UNITED STATES.
ALL REFERENCES TO "DOLLARS" OR "$" IN THIS ANNUAL REPORT ARE TO UNITED STATES
DOLLARS.

     STATEMENTS IN THIS ANNUAL REPORT CONCERNING OUR BUSINESS OUTLOOK OR FUTURE
ECONOMIC PERFORMANCE; ANTICIPATED REVENUES, EXPENSES OR OTHER FINANCIAL ITEMS;
INTRODUCTIONS AND ADVANCEMENTS IN DEVELOPMENT OF PRODUCTS, AND PLANS AND
OBJECTIVES RELATED THERETO; AND STATEMENTS CONCERNING ASSUMPTIONS MADE OR
EXPECTATIONS AS TO ANY FUTURE EVENTS, CONDITIONS, PERFORMANCE OR OTHER MATTERS,
ARE "FORWARD-LOOKING STATEMENTS" AS THAT TERM IS DEFINED UNDER THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995 AND U.S. FEDERAL SECURITIES LAWS. WE
URGE YOU TO CONSIDER THAT STATEMENTS WHICH USE THE TERMS "ANTICIPATE,"
"BELIEVE," "EXPECT," "PLAN," "INTEND," "ESTIMATE," AND SIMILAR EXPRESSIONS ARE
INTENDED TO IDENTIFY FORWARD-LOOKING-STATEMENTS. FORWARD-LOOKING STATEMENTS
ADDRESS MATTERS THAT ARE SUBJECT TO RISKS, UNCERTAINTIES AND OTHER FACTORS WHICH
COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE IN THESE STATEMENTS.
FACTORS THAT COULD CAUSE OR CONTRIBUTE TO THESE DIFFERENCES INCLUDE, BUT ARE NOT
LIMITED TO, THOSE SET FORTH UNDER "ITEM 3D - RISK FACTORS", ITEM 4 -"INFORMATION
ON THE COMPANY" AND ITEM 5 - "OPERATING AND FINANCIAL REVIEW AND PROSPECTS", AS
WELL AS ELSEWHERE IN THIS ANNUAL REPORT AND IN OUR OTHER FILINGS WITH THE
SECURITIES AND EXCHANGE COMMISSION, OR SEC. READERS ARE CAUTIONED NOT TO PLACE
UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE
DATE HEREOF. EXCEPT AS REQUIRED BY APPLICABLE LAW, INCLUDING THE SECURITIES LAWS
OF THE UNITED STATES, WE UNDERTAKE NO OBLIGATION TO PUBLICLY RELEASE ANY UPDATE
OR REVISION TO ANY FORWARD-LOOKING STATEMENTS TO REFLECT NEW INFORMATION, FUTURE
EVENTS OR CIRCUMSTANCES, OR OTHERWISE AFTER THE DATE HEREOF. WE HAVE ATTEMPTED
TO IDENTIFY SIGNIFICANT UNCERTAINTIES AND OTHER FACTORS AFFECTING
FORWARD-LOOKING STATEMENTS IN THE RISK FACTORS SECTION THAT APPEARS IN ITEM 3.D.
"KEY INFORMATION- RISK FACTORS."

ITEM 1 - IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS

Not applicable.

ITEM 2 - OFFER STATISTICS AND EXPECTED TIMETABLE

Not applicable.

ITEM 3 - KEY INFORMATION

A. SELECTED FINANCIAL DATA

The following tables present our consolidated statement of operations and
balance sheet data for the periods and as of the dates indicated. We derived the
statement of operations data the period commencing July 11, 2006 (inception) to
December 31, 2006 and the balance sheet data as of December 31, 2006 from our
consolidated financial statements included in Item 18 of this annual report,
which have been prepared in accordance with generally accepted accounting
principles as applied in the United States, or U.S. GAAP. Our consolidated
financial statements have been audited by Ziv Haft registered public accountant
(Isr.) BDO member firm. You should read the selected consolidated financial data
set forth below together with our consolidated financial statements included
elsewhere in this annual report. See "Item 5. Operating and Financial Review and
Prospects."


                                       6
<PAGE>


<TABLE>
<CAPTION>
                                                                                    PERIOD FROM INCEPTION
                                                                                     (JULY 11, 2006) TO
ONSOLIDATED STATEMENTS OF OPERATIONS DATA                                               DECEMBER 31,
                                                                                         -----------
                                                                                            2006
                                                                                         -----------
<S>                                                                                      <C>
Revenues                                                                                 $   837,457
Cost of revenues                                                                              36,167
                                                                                         -----------

Gross profit                                                                                 801,290
                                                                                         -----------

Operating expenses:
  Research and development                                                                   696,310
  Selling and marketing                                                                      772,600
  General and administrative                                                                 133,658
                                                                                         -----------

TOTAL operating expenses                                                                   1,602,568
                                                                                         -----------

Operating loss                                                                               801,278

Financial expenses, net                                                                       69,388
                                                                                         -----------

Loss before Taxes on Income                                                                  870,666
                                                                                         -----------

Taxes on income (Note 7)                                                                           -
                                                                                         -----------

Minority interests in profits of subsidiaries                                                 24,374
                                                                                         -----------

Net loss                                                                                 $   895,040
                                                                                         ===========

Basic and diluted net loss per share                                                     $     0.028
                                                                                         ===========

Weighted average number of common stock used in computing basic and diluted net loss
   per share                                                                              32,315,698
                                                                                         ===========
</TABLE>

Consolidated balance sheet data

                                 DECEMBER 31,
                                  ----------
                                     2006
                                  ----------

TOTAL assets                       1,542,719
                                  ----------

TOTAL liabilities                  4,202,275
                                  ----------

Total stockholders deficiency     (2,797,930)
                                  ----------

GOING CONCERN

We have generated revenues since inception but they were not an adequate source
of cash to fund future operations. Historically we have relied on private
placement issuances of equity. In their report to the shareholders dated July
17, 2007, which is part of the financial statements included under Item 18 of
this annual report, our auditors stated that "the Company has suffered losses
from operations and has negative cash flow from operations that raises
substantial doubt about the Company's ability to continue as a going concern.

It is likely that we will need to raise additional working capital to fund our
ongoing operations and growth. The amount of our future capital requirements
depends primarily on the rate at which we increase our revenues and
correspondingly decrease our use of cash to fund operations. Cash used for
operations will be affected by numerous known and unknown risks and
uncertainties including, but not limited to, our ability to successfully market
our products and services and the degree to which competitive products and
services are introduced to the market. As long as our cash flow from operations
remains insufficient to completely fund operations, we will continue depleting
our financial resources and seeking additional capital through equity and/or
debt financing. If we raise additional capital through the issuance of debt,
this will result in increased interest expense. If we raise additional funds
through the issuance of equity or convertible debt securities, the percentage
ownership of our company held by existing stockholders will be reduced and those
stockholders may experience significant dilution. In addition, new securities
may contain rights, preferences or privileges that are senior to those of our
common stock.


                                       7
<PAGE>


There can be no assurance that acceptable financing to fund our ongoing
operations can be obtained on suitable terms, if at all. If we are unable to
obtain the financing necessary to support our operations, we may be unable to
continue as a going concern. In that event, we may be forced to cease operations
and our stockholders could lose their entire investment in our company.

B. CAPITALIZATION AND INDEBTEDNESS

Not applicable.

C. REASONS FOR OFFER AND USE OF PROCEEDS

Not applicable.

D. RISK FACTORS

The following risk factors, among others, could materially affect our actual
results of operations and could cause our actual results to differ materially
from those expressed in forward-looking statements made by us. These
forward-looking statements are based on current expectations, and we assume no
obligation to update this information. You should carefully consider the risks
described below and elsewhere in this ANNUAL REPORT. The following risk factors
are not the only risk factors facing our company. Additional risks and
uncertainties not presently known to us or that we currently deem immaterial may
also affect our business.

                    RISKS RELATED TO ZONE4PLAY'S SHAREHOLDERS

THE TAX CONSEQUENCES OF THE CONTEMPLATED SPINOFF TRANSACTION ON ZONE4PLAY AND
ITS SHAREHOLDERS ARE UNCERTAIN.

Zone 4 Play, Inc., a Nevada corporation and our parent company ("Zone4Play")
disclosed in its Current Report on Form 8-K filed with the Securities and
Exchange Commission on June 20, 2006 that it intends to declare a dividend of
our shares on a one-for-one pro rata basis to the shareholders of Zone4Play as
of a record date to be determined by the Zone4Play Board of Directors. When a
U.S. corporation distributes property to its shareholders, there are potentially
two levels of U.S. tax: (i) a corporate level tax; and (ii) a shareholder level
tax.

To the extent that the fair market value of the property distributed exceeds the
distributing corporation's tax basis in that property, gain is recognized by the
corporation under Internal Revenue Code Section 311(b).

Under Code Section 301(c), a distribution of property by a U.S. corporation to
its shareholders is first treated as a taxable dividend to the extent of the
distributing corporation's current or accumulated earnings and profits ("E&P") ;
then as a return of basis; and then as capital gain. Current E&P is "created"
when a U.S. corporation recognizes a Code Section 311(b) gain.

Under these rules, if at the time of the spinoff transaction contemplated above,
our shares have a fair market value of zero (i.e., the value of our multi-player
tournament blackjack software (the "BJ Software") does not exceed the value of
our indebtedness), there should be no corporate level tax from the spinoff.
However, the value of the BJ Software is subject to a possible upward adjustment
by the Internal Revenue Services ("IRS") and the value of our indebtedness is
subject to a downward adjustment by the IRS. Either of such adjustments would
cause our shares to have a value, and that could cause Zone4Play to recognize a
capital gain on the spinoff under Code Section 311(b). Such "Code Section 311(b)
gain" would be taxable to Zone4Play to the extent its net operating loss carry
forwards were not sufficient to offset such capital gain. Even if Zone4Play's
net operating carry forwards are sufficient to offset the Code Section 311(b)
gain, the Zone4Play shareholders could be treated as receiving a taxable
dividend if our company's share are found to have value. Such taxable dividend
would subject to U.S. withholding tax to the extent paid to non-U.S.
shareholders.


                                       8
<PAGE>


THERE IS NO PUBLIC MARKET FOR OUR SHARES AND IF THERE IS A SPIN OFF OF OUR
SHARES TO ZONE4PLAY'S SHAREHOLDERS THEY MAY HAVE DIFFICULTY SELLING OUR SHARES.

Currently, our ordinary shares are not traded on any exchange. Therefore, there
is no market for our ordinary shares and we cannot assure you that a market will
ever develop or be maintained or that our ordinary shares will be traded on any
exchange or bulletin board. As a result, it will be difficult or impossible for
our shareholders to sell our ordinary shares.

                      GENERAL RISKS RELATED TO OUR BUSINESS

NO OPERATING HISTORY MAKES OUR FUTURE SUCCESS UNCERTAIN.

We have a brief operating history. In 2006, we began our business of developing,
commercializing and marketing games software and technologies. We are continuing
to develop our business, enhance and extend our product suite and build our
organization. Our brief operating history makes our success uncertain. As a
result of our brief operating history, it is difficult to accurately forecast
our revenues, and we have limited meaningful historical financial data upon
which to base planned operating expenses and new business revenue.

IF WE ARE UNABLE TO OBTAIN FINANCING NECESSARY TO SUPPORT OUR OPERATIONS, WE MAY
BE UNABLE TO CONTINUE AS A GOING CONCERN.

We have generated revenues since inception but they were not an adequate source
of cash to fund future operations. Historically we have relied on private
placement issuances of equity. In their report to the shareholders dated July
17, 2007, which is part of the financial statements included under Item 18 of
this annual report, our auditors stated that "the Company has suffered losses
from operations and has negative cash flow from operations that raises
substantial doubt about the Company's ability to continue as a going concern.

It is likely that we will need to raise additional working capital to fund our
ongoing operations and growth. The amount of our future capital requirements
depends primarily on the rate at which we increase our revenues and
correspondingly decrease our use of cash to fund operations. Cash used for
operations will be affected by numerous known and unknown risks and
uncertainties including, but not limited to, our ability to successfully market
our products and services and the degree to which competitive products and
services are introduced to the market. As long as our cash flow from operations
remains insufficient to completely fund operations, we will continue depleting
our financial resources and seeking additional capital through equity and/or
debt financing. If we raise additional capital through the issuance of debt,
this will result in increased interest expense. If we raise additional funds
through the issuance of equity or convertible debt securities, the percentage
ownership of our company held by existing stockholders will be reduced and those
stockholders may experience significant dilution. In addition, new securities
may contain rights, preferences or privileges that are senior to those of our
common stock.

There can be no assurance that acceptable financing to fund our ongoing
operations can be obtained on suitable terms, if at all. If we are unable to
obtain the financing necessary to support our operations, we may be unable to
continue as a going concern. In that event, we may be forced to cease operations
and our stockholders could lose their entire investment in our company.

WE HAVE A NET ASSETS DEFICIENCY, AND THERE IS NO ASSURANCE THAT PROFITABLE
OPERATIONS, IF ACHIEVED, CAN BE SUSTAINED.

At December 31, 2006, we had an accumulated deficit of $3,145,040. We currently
have a net assets deficiency. Furthermore, our auditor stated in its report
filed under Item 18 to this annual report that "the Company has suffered losses
from operations and has stockholder's deficiency that raise substantial doubt
about the Company's ability to continue as a going concern."


                                       9
<PAGE>


INABILITY TO MANAGE GROWTH MAY ADVERSELY AFFECT OUR BUSINESS.

We may be unable to manage growth successfully, which could adversely affect our
business.

BECAUSE WE OPERATE IN MULTIPLE INTERNATIONAL MARKETS, WE MAY BE SUBJECT TO
RISKS, WHICH OFTEN CHARACTERIZE INTERNATIONAL MARKETS, INCLUDING:

Potentially weak protection of intellectual property rights;

Economic and political instability;

Import or export licensing requirements;

Trade restrictions;

Difficulties in collecting accounts receivable;

Longer payment cycles;

Unexpected changes in regulatory requirements and tariffs;

Seasonal reductions in business activities in some parts of the world, such as
during the summer months in Europe;

Fluctuations in exchange rates; and

Potentially adverse tax consequences.

THE LOSS OF OUR KEY MANAGEMENT PERSONNEL MAY ADVERSELY AFFECT OUR BUSINESS.

Currently, we depend on a relatively small number of key employees of our parent
company, Zone4Play, especially, Uri Levy Zone4Play's Chief Financial Officer and
Acting Chief Executive Officer who serves as our Chief Executive Officer and
Chief Financial Officer, the loss of any of whom could have an adverse affect on
the financial performance of our business. Even though Zone4Play has employment
agreements with certain of these employees, it cannot assure us that they will
continue their service with us.

IF WE ARE UNABLE TO HIRE AND RETAIN SKILLED PERSONNEL, OUR BUSINESS AND
FINANCIAL RESULTS WILL BE NEGATIVELY AFFECTED.

Our success depends to a significant extent on our ability to identify, hire and
retain skilled personnel. The software industry is characterized by a high level
of employee mobility and aggressive recruiting among competitors for personnel
with technical, marketing, sales, product development and management skills. In
the future, once the contemplated spinoff of our shares by Zone4Play takes
place, we expect to put in place an independent management team. We may not be
able to attract and retain skilled personnel to work for us or may incur
significant costs in order to do so. If we are unable to attract qualified
employees or retain the services of key personnel, our business and financial
results could be negatively impacted.

OUR OPERATING RESULTS ARE LIKELY TO BE DIFFICULT TO PREDICT AND ARE LIKELY TO
FLUCTUATE SUBSTANTIALLY.

Our operating results are likely to fluctuate significantly due to a variety of
factors, many of which would be outside of our control. Factors that may harm
our business or cause our operating results to fluctuate include the following:

The ability of customers to obtain players and grow their online gaming
business;

The mix of games and other products developed by us;

Our inability to obtain customers and strategic partners;

Our inability to adequately maintain, upgrade and develop our technologies;

Technical difficulties with respect to the use of our software;

The ability of our competitors to offer new or enhanced games technologies,
services or products; price competition;

Adverse regulatory developments in the business of games for pay;

Our inability to license additional games from third parties; and


                                       10
<PAGE>


The amount and timing of operating costs and capital expenditures relating to
commercializing our technologies.

WE ARE EXPOSED TO FLUCTUATIONS IN CURRENCY EXCHANGE RATES.

A significant portion of our business will be conducted outside the United
States. Although a majority of our revenues is transacted in U.S. Dollars, we
are exposed to currency exchange fluctuations in other currencies such as the
British Pound Sterling (BP) and the New Israeli Shekel (NIS). Moreover, a
portion of our expenses in Israel and the United Kingdom are paid in the local
currency, which subjects us to the risks of foreign currency fluctuations. In
the future, we may use derivative instruments in order to try to minimize the
effects of currency fluctuations, but any hedging positions may not succeed in
minimizing our foreign currency fluctuation risks.

IT COULD BE DIFFICULT TO ENFORCE A U.S. JUDGMENT AGAINST OUR OFFICERS, OUR
DIRECTORS AND US.

All of our executive officers and directors are non-residents of the United
States, and virtually all of our assets and the assets of these persons are
located outside the United States. Therefore, it could be difficult to enforce a
judgment obtained in the United States against us as an Isle of Man company or
any of these persons who are all currently residents of the State of Israel.

There is also doubt as to the enforceability of civil liabilities under the
Securities Act of 1933 and the Securities Exchange Act of 1934 in original
actions instituted in Israel. However, subject to specified time limitations,
Israeli courts may enforce a U.S. final executory judgment in a civil matter,
provided that:

- adequate service of process has been effected and the defendant has had a
reasonable opportunity to be heard;

- the judgment and its enforcement are not contrary to the law, public policy,
security or sovereignty of the State of Israel;

- the judgment was obtained after due process before a court of competent
jurisdiction according to the rules of private international law prevailing in
Israel;

- the judgment was not obtained by fraudulent means and does not conflict with
any other valid judgment in the same matter between the same parties;

- an action between the same parties in the same matter is not pending in any
Israeli court at the time the lawsuit is instituted in the U.S. court; and

- the U.S. court is not prohibited from enforcing judgments of Israeli courts.

The Isle of Man is an internally self-governing dependent territory of the
British Crown and is politically and constitutionally separate from the United
Kingdom.

The Island has its own legal system. The Manx legal system is based upon the
principles of English law shared by most commonwealth countries.

There is no statutory procedure in the Isle of Man for the recognition or
enforcement of judgments of the courts of the United States. However, under Isle
of Man common law, a foreign judgment in personam given by the court of a
foreign country with jurisdiction to give that judgment may be recognized and
enforced by an action for the amount due under it provided that the judgment:
(i) is for a debt or definite sum of money (not being a sum payable in respect
of taxes or other charges of a like nature or in respect of a fine or other
penalty); (ii) is final and conclusive; (iii) was not obtained by fraud; (iv) is
not one whose enforcement would be contrary to public policy in the Isle of Man;
and (v) was not obtained in proceedings which were opposed to natural justice in
the Isle of Man.

A foreign judgment would not be enforced by an Isle of Man Court without a
re-trial or re-examination of the matters thereby adjudicated upon if such
judgment were obtained by fraud or in a manner contrary to natural justice or if
the enforcement thereof were contrary to Isle of Man public policy and such
enforcement may also be withheld if the relevant judgment were not a final and
conclusive money judgment, being both unrelated to taxation and free of conflict
with any other judgment in the same cause of action.


                                       11
<PAGE>


The Isle of Man courts will render judgments for a monetary amount in foreign
currencies, but the judgment will be converted into sterling for enforcement
purposes. Foreign currency amounts claimed in an Isle of Man liquidation must be
converted into sterling at the rate prevailing at the commencement of the
liquidation.

POSSIBLE SHARING OF OUR CONTROL OF RNG WITH GOLDEN PALACE MAY MAKE IT MORE
DIFFICULT TO MAKE CERTAIN STRATEGIC AND OPERATIONAL DECISIONS.

We might have to share our control of RNG with Golden Palace Ltd. ("Golden
Palace"), if Golden Palace exercises its option under the agreement dated
September 14, 2006 entered with us and RNG, to acquire additional 30% of the
ordinary shares of RNG (but not more than 50% of RNG or more than the amount
owned by us) pursuant to the terms of this agreement. Such a sharing of control
may make it more difficult to make certain strategic and operational decisions
if the parties disagree about such matters.

                         RISKS RELATED TO OUR TECHNOLOGY

IF WE ARE UNABLE TO ADEQUATELY PROTECT OUR INTELLECTUAL PROPERTY, THIRD PARTIES
MAY BE ABLE TO USE OUR TECHNOLOGY, WHICH COULD ADVERSELY AFFECT OUR ABILITY TO
COMPETE IN THE MARKET.

Our commercial success will depend in part on our ability to obtain and maintain
patent protection on our BJ Software and other products and technologies and
successfully defend these patents and technologies against third-party
challenges. In particular, Zone4Play has developed a patent application for the
BJ Software which is currently pending with the U.S. Patent and Trademark
Office. There is no certainty that such application will be approved. In
addition, even if such application is approved, it may not be sufficiently broad
to prevent others from practicing our technologies or from developing competing
products. Furthermore, others may independently develop similar or alternative
technologies or design around our patented technologies. Patents we use may be
challenged or invalidated or may fail to provide us with any competitive
advantage. Moreover, in certain parts of the world, such as in China, western
companies are adversely affected by poor enforcement of intellectual property
rights.

OUR ABILITY TO LICENSE OUR TECHNOLOGY WILL BE ADVERSELY AFFECTED IF OUR
TECHNOLOGY'S SECURITY MEASURES FAIL.

Our technologies incorporate security and authentication protections designed to
allow licensees to protect certain personal information of players, such as
credit card numbers, player information and player account balances. We cannot
predict whether events or developments will result in a compromise or breach of
the technology we will use to protect a player's personal information. If the
security measures in our software fail, licensees may lose many customers and
our ability to license our technologies will be adversely affected.

Furthermore, the servers and computer systems of licensees may be vulnerable to
computer viruses, physical or electronic break-ins and similar disruptions,
which could disrupt their operations and their ability to pay licensing fees.
Any material failure of such systems may have a material affect on our business.
We may need to expend significant additional capital and other resources to
protect against a security breach or to alleviate problems caused by any
breaches.

ERRORS OR DEFECTS IN OUR SOFTWARE PRODUCTS COULD DIMINISH DEMAND FOR OUR
PRODUCTS AND REDUCE OUR OPERATING RESULTS.

Our software products are complex and may contain errors that could be detected
at any point in the life of the product. We cannot assure you that errors will
not be found in new products or releases after shipment. This could result in
diminished demand for our products, delays in market acceptance and sales,
diversion of development resources, injury to our reputation or increased
service and warranty costs. If any of these were to occur, our operating results
could be adversely affected.

OUR PRODUCTS MAY NOT ACHIEVE MARKET ACCEPTANCE.

Poor market acceptance of our products or other unanticipated events may result
in lower revenues than anticipated, making anticipated expenditures on
development, advertising and promotion not feasible. Initially, our success may
be limited by our limited experience in marketing online gaming technologies,
its limited international marketing experience and its lack of brand
recognition.


                                       12
<PAGE>


Our BJ Software licensing fees revenue model will be dependent upon the revenues
of our customers. If our technology and games are not widely accepted by our
future customers' subscribers, our financial condition and results of operations
will be materially and adversely affected.

We expect to enter into agreements with our new customers under which they offer
our applications to subscribers and we receive a percentage of our customers'
related revenues. The subscribers are charged a one-time, monthly or per-use
subscription fee for the application. It is expected that our customers will
retain a percentage of the fee and remit the balance to us. If or technology and
games are not widely accepted by our customers' subscribers, our financial
condition and results of operations will be materially adversely affected.

RAPID TECHNOLOGICAL CHANGES MAY ADVERSELY AFFECT OUR FUTURE REVENUES AND
PROFITABILITY.

The software industry is subject to rapid technological change. We will need to
anticipate the emergence of new hardware and software technologies, assess their
market acceptance, and make substantial development and related investments. New
technologies in software programming or operations could render our technology
obsolete or unattractive to our customers, thereby limiting our ability to
recover development costs and potentially adversely affecting our future
revenues and profitability.

WE MAY NOT BE ABLE TO COMPETE SUCCESSFULLY AGAINST CURRENT AND FUTURE
COMPETITORS.

The interactive games industry is new, rapidly evolving and intensely
competitive. The competition among developers of games software is increasing
rapidly. Currently, we compete with a number of competitors, many of which have
similar product offerings. Many of our competitors have substantially greater
financial, marketing and other resources than us and offer a broader range of
services than us. Some of our competitors have longer operating histories and
have established customer relationships. The possibility of the very largest
software providers entering into new markets is always a competitive threat in
the software industry. Many of these software providers are known for their
aggressive marketing tactics.

Our competitors may be able to develop technologies more effectively or may be
able to license their technologies on more favorable terms given their larger
customer base. Competitors may also adopt more aggressive pricing or licensing
policies than us, which may hinder our ability to penetrate the market and
license our technologies.

In addition, increased competition is likely to result in price reductions,
reduced gross margins and an increased number of competitors competing for
market share, any of which could seriously harm our ability to generate revenues
and our results of operations. We expect competition to intensify in the future
because current and new competitors can enter our market with little difficulty,
and our competitors may sell their software at reduced prices.

OUR PRODUCTS WILL BECOME OBSOLETE IF WE DO NOT UPGRADE AND IMPROVE OUR PRODUCTS
AND DEVELOP NEW TECHNOLOGIES

The success of our products and our ability to sublicense our technologies and
to develop a competitive advantage in the market will depend on our ability to
improve our products and develop new and innovative technologies. Our operations
will be at risk if our products are not continually upgraded and improved. The
high technology industry is characterized by a consistent flow of new product
and service offerings, which may render existing products and services obsolete.

OUR SUCCESS DEPENDS ON OUR ABILITY TO PREVENT OTHERS FROM INFRINGING ON OUR
TECHNOLOGIES.

Our success is heavily dependent upon proprietary technology. To protect our
proprietary technology, we rely principally upon copyright and trade secret
protection. There can be no assurance that the steps taken by us in this regard
will be adequate to prevent misappropriation or independent third-party
development of our technology. Further, the laws of certain countries in which
we intend to license our technologies or products may be inadequate to protect
us. We do not include in our software any mechanism to prevent or inhibit
unauthorized use, but we generally require the execution of an agreement that
restricts unauthorized copying and use of our products. If unauthorized copying
or misuse of our products were to occur, our business and results of operations
could be materially adversely affected.


                                       13
<PAGE>


While the disclosure and use of our proprietary technology, know-how and trade
secrets are generally controlled under agreements with the parties involved, we
cannot assure you that all confidentiality agreements will be honored, that
others will not independently develop similar or superior technology, that
disputes will not arise concerning the ownership of intellectual property, or
that dissemination of our proprietary technology, know-how and trade secrets
will not occur.

INTELLECTUAL PROPERTY CLAIMS AGAINST US COULD BE COSTLY AND COULD IMPAIR OUR
BUSINESS.

We believe that our BJ Software and technology do not infringe patents or other
proprietary rights of third parties. There can be no assurance, however, that
third parties will not claim that our current or future products infringe such
rights of third parties. We expect that software developers will increasingly be
subject to such claims as the number of products and competitors providing games
software and services grow and overlap occurs. Any such claim, with or without
merit, could result in costly litigation or require us to enter into royalty or
licensing agreements in order to obtain a license to continue to develop and
market the affected products. There can be no assurance that we would prevail in
any such action or that any license (including licenses proposed by third
parties) would be made available on commercially acceptable terms, if at all. If
we become involved in litigation over proprietary rights, it could consume a
substantial portion of our managerial and financial resources, which could have
a material adverse effect on our business and financial condition.

                       RISKS RELATED TO LOCATION IN ISRAEL

POTENTIAL POLITICAL, ECONOMIC AND MILITARY INSTABILITY IN ISRAEL MAY ADVERSELY
AFFECT OUR RESULTS OF OPERATIONS.

Initially, our principal offices and operations will be located in Israel.
Accordingly, political, economic and military conditions in Israel directly
affect our operations. Since the establishment of the State of Israel in 1948, a
number of armed conflicts have taken place between Israel and its Arab
neighbors. A state of hostility, varying in degree and intensity, has led to
security and economic problems for Israel. Since October 2000, there has been an
increase in hostilities between Israel and the Palestinians, which has adversely
affected the peace process and has negatively influenced Israel's relationship
with its Arab citizens and several Arab countries. Such ongoing hostilities may
hinder Israel's international trade relations and may limit the geographic
markets, where we can sell our products. Furthermore, the United States
Department of State has issued advisories regarding travel to Israel, impeding
the ability of travelers to attain travel insurance. Furthermore, since July
2006 there have been hostilities between Israel and the Hezbollah terrorist
organization operating in Lebanon, and the north of Israel has been hit by
rockets launched from Lebanon. Any hostilities involving Israel or threatening
Israel, or the interruption or curtailment of trade between Israel and its
present trading partners, could adversely affect our operations.

RESULTS OF OPERATIONS COULD BE NEGATIVELY AFFECTED BY THE OBLIGATIONS OF
PERSONNEL TO PERFORM MILITARY SERVICE.

Our operations could be disrupted by the absence for significant periods of one
or more of Zone4Play's executive officers, key employees or a significant number
of other employees because of military service. Some of Zone4Play's executive
officers and male employees in Israel who are providing services to us are
obligated to perform military reserve duty, which could accumulate annually from
several days to up to two months in special cases and circumstances. The length
of such reserve duty depends, among other factors, on an individual's age and
prior position in the army. In addition, if a military conflict or war occurs,
these persons could be required to serve in the military for extended periods of
time. It is possible that some of these employees may be called for service
given the recent hostilities between Israel and Lebanon. Any disruption in
operations as the result of military service by key personnel could harm our
business.

UNDER CURRENT ISRAELI LAW, WE MAY NOT BE ABLE TO ENFORCE COVENANTS NOT TO
COMPETE AND THEREFORE MAY BE UNABLE TO PREVENT OUR COMPETITORS FROM BENEFITING
FROM THE EXPERTISE OF SOME OF OUR FORMER EMPLOYEES.

Israeli courts have required employers seeking to enforce non-compete
undertakings against former employees to demonstrate that the former employee
breached an obligation to the employer and thereby caused harm to one of a
limited number of legitimate interests of the employer recognized by the courts
such as the confidentiality of certain commercial information or a company's
intellectual property. In the event that any of Zone4Play's employees, or our
future employees, chooses to work for one of our competitors, we may be unable
to prevent our competitors from benefiting from the expertise of such former
employees if we cannot demonstrate to the court that a former employee breached
a legitimate interest recognized by a court and that we suffered damage thereby.


                                       14
<PAGE>


ITEM 4 - INFORMATION ON THE COMPANY

A. HISTORY AND DEVELOPMENT OF THE COMPANY

Our company was incorporated in the Isle of Man on July 11, 2006 as a wholly
owned subsidiary of Zone4Play. Zone4Play's shares are quoted on the
over-the-counter bulletin board in the US. Both our legal and commercial name is
Gaming Ventures plc. We operate under the Isle of Man's Companies Acts 1931 to
2004. Our principal executive offices are located at 9 Myrtle Street, Douglas,
Isle of Man, and our telephone number is (44) 1624620711. On July 12, 2006, we
entered into an agreement with Zone4Play's wholly owned subsidiary, Zone 4 Play,
Inc., a Delaware corporation ("Zone4Play DE") under which all right, title, and
interest in its intellectual property rights and assets related to its BJ
software on a "going concern" and "as is" basis, were exchanged for a promissory
note in the principal amount of $2.25M. According to an agreement between us and
Zone4Play DE, we purchased from Zone4Play DE all right, title and interest in
its intellectual property rights and assets related to its newly developed BJ
Software on a "going concern" and "as is" basis, in exchange for a promissory
note in the principal amount of $2.25M. The purchase price was based on an
appraisal report made by an independent appraiser. This promissory note has a
term of five years. Principal is payable in five equal annual installments of
$450,000 and carries annual interest of Libor +1.5%. The note is secured by a
Debenture and Equitable Share Charge between Zone4Play DE and us. Zone4Play DE
has a lien on all of our assets including our shares in our subsidiaries.

On July 17, 2006 we entered into an agreement with our wholly owned subsidiary
and research and development arm, RNG Gaming Limited, an Isle of Man company
("RNG"), under which we have assigned all of our rights in the BJ Software to
RNG in consideration for all outstanding and issued ordinary shares of RNG.

On September 25, 2006 we signed with Zone4Play a promissory note in the
principal amount of $2 million in effect for 2 years (24 months). Principal
shall be paid in one (1) installment and will bear interest of $US Libor +1.5%
per annum. The note will be secured by a Debenture and Equitable Share between
Zone4Play and us. Zone4Play intends to have a lien (with priority over Zone4Play
DE) on all of our assets including our shares in our subsidiaries.

We have two operating subsidiaries: RNG and Get21 Limited, an Isle of Man
company ("Get21")

The purpose of RNG is to exploit the BJ Software and related intellectual
property and further develop this software and potentially other gaming
software. RNG's business model is to license its software to third parties in
exchange for revenue shares and license fees.

On September 14, 2006, Gaming, RNG, and Golden Palace entered into an agreement,
which was amended on January 10, 2007, under which Golden Palace has agreed to
invest $600,000 in RNG in return for 20% of the ordinary shares of RNG. Pursuant
to terms of this agreement, Golden Palace has an option to acquire an additional
30% of the ordinary shares of RNG (but not more than 50% of RNG or more than the
amount owned by Gaming) at a price of $100,000 per each additional percentage
interest of the ordinary shares of RNG, if the option is exercised on or before
September 14, 2008; $180,000 per each additional percentage interest of the
ordinary shares of RNG, if the option is exercised upon RNG becoming a public
traded company or upon the completion of a private placement of securities for
consideration of not less than $4,000,000 to third parties, at a company
valuation of $18,000,000. Such option can be exercised by Golden Palace during a
period commencing on the date of the agreement and terminating upon the earliest
of: (1) September 14, 2008; (2) RNG becoming a public company; or (3) completion
by RNG of a private placement for securities for consideration of not less than
$4,000,000 by third parties, at a company valuation of $18,000,000. We currently
hold 80% of RNG's share capital, and we consolidate its financial statements in
which the minority interest represents Golden Palace's current holdings. We have
recorded the call option granted to Golden Palace as a derivative in the long
-term liability section. The call option is being measured at fair value and it
is marked to market in accordance with "Accounting for Freestanding Derivative
Financial Instruments Indexed to, and Potentially Settled in, the Stock of a
Consolidated Subsidiary" (EITF 00-6).

On October 31, 2006, RNG and Golden Palace entered into a software license
agreement under which RNG has granted Golden Palace a non transferable, limited
license to use, perform, present and operate RNG's BJ Software for the purpose
of displaying, managing and operating online gaming according to the terms and
conditions of the agreement. In return, Golden Palace has agreed to pay RNG a
total of $1,000,000 in license fees, integration costs, technical support fees
and advanced royalty fees, as well as additional royalty fees equal to 15% of
the fees charged by Golden Palace from players who participate in the blackjack
game.


                                       15
<PAGE>


Get21's business model was to provide marketing services related to the BJ
Software business and potentially other games. Get21 has used Golden Palace for
the full operation of the service which includes payment, processing, customer
support, fraud and collusion prevention and other services.

On November 9, 2006, Get21 and Golden Palace entered into a sublicense and
software agreement under which Golden Palace granted Get21 a world wide, non
exclusive, non transferable sublicense to user interface portion of the
multiplayer blackjack and poker gaming software ("Player Software") and to grant
players the right to use the Player Software. According to the terms of the
agreement, Get21 is responsible for performing all marketing and promotional
functions with respect to bringing players through the URL web address
www.get21.com and www.get21poker.com ("URL") to online gaming multiplayer
blackjack and poker rooms ("Gamerooms") which are operated by Golden Palace.
Get21 and Golden Palace shall share the revenues generated from players who
played in the Gamerooms through the URL according to the terms specified in the
agreement.

Effective July 15, 2007, we have decided to cease the marketing services
provided for gaming applications marketing activities through our subsidiary
Get21 due to cash flow difficulties.

Currently, we (including our two subsidiaries) receive all administrative
services, including management, office space and secretarial services, and
research and development services in connection with the development of the BJ
Software from Zone4Play's wholly owned subsidiary, Zone4Play (Israel) Ltd.
("Zone4Play Israel") pursuant to a services agreement. The consideration to be
paid by us on a monthly basis to Zone4Play Israel for these services is based on
Zone4Play Israel's cost plus a 10% of the cost.

B. BUSINESS OVERVIEW

Through our subsidiaries we entered the online gambling business, initially with
our proprietary blackjack software game based on the BJ Software. We intend to
license our blackjack software to owners of other gambling websites. The only
website that we own to date is www.get21.com, the content of which is not part
of this ANNUAL REPORT. This website was closed effective July 15, 2007 and at
that time we ceased our marketing activity due to cash flow difficulties.

ONLINE GAMBLERS

Through our subsidiary Get21 we generated new players through both online and
offline marketing techniques, including an extensive affiliate program through
which we gave incentives to third parties to direct new players to our website
by paying such marketing partners either a fixed amount or a share of our
revenues generated from each such referral.. The third party was paid certain
percentages of any revenues generated by the third party referred players at
such third party gaming site in a given month.

All support functions, including the provision and maintenance of gaming
software, payment processing, technical support and back-office management have
been provided by the gaming operator (e.g. Golden Palace). We derived our
revenues from our entitlement to a percentage of the amount withheld by the
operator from the total amount bet on each hand in a game, less certain
deductions. The total amount withheld is called the Rake. The Rake varies
between one per cent and ten per cent of the amount bet on each hand played. We
were notified daily of the amounts owed to us in respect of the active players
introduced by us or by our affiliates, and the respective receivables will be
transferred by the operator to our bank account on a monthly basis. Effective
July 15, 2007, we have decided to cease the marketing services provided for
gaming applications marketing activities due to cash flow difficulties.

Our revenues in 2006 were derived from the license agreement by our Subsidiary
RNG with Golden Palace and from the marketing services provide to Golden Palace,
licensing our blackjack software to licensees and charging setup fees and a
revenue share based on a percentage of the licensee's net revenue. Currently we
have one customer, Golden Palace, pursuant to a license agreement that was
signed on October 31, 2006.


                                       16
<PAGE>


OUR STRATEGY

Our mission is to be one of the leading gaming companies in our field through
our innovative technology. We believe that the global online gaming market will
continue to grow rapidly, helped by the increasing penetration of Internet and
broadband Internet, increasing customer demand for online games, greater
television exposure and increasing investment by industry players in product
development, new payment processing methods, customer support and marketing.

OUR KEY STRATEGIES INCLUDE THE FOLLOWING:

     o    Promote and develop our multi-player blackjack tournament application.

     o    License our software to third parties.

OUR COMPETITIVE STRENGTHS

Our competitive strengths include the following:

     o    Owning our own blackjack software so that it is not dependent on other
          software providers.

     o    Experience in the gaming software development market.

     o    Unique, patent pending peer to peer ("P2P") blackjack offering.

OUR PRODUCTS AND TECHNOLOGY

Our BJ Software was developed by Zone4Play. Zone4Play specializes in the
development of software solutions for the interactive gaming industry. Through
our wholly owned subsidiary, RNG, as well as through Zone4Play, we continued
developing the BJ Software. Zone4Play has developed a pending patent application
for the BJ Software which is currently pending with the U.S. Patent and
Trademark Office.

OUR BLACKJACK GAME

Blackjack's simple rules and extremely visible play permit players to enter the
game with little knowledge. At the same time, the unique blackjack tournament
rules add skill elements to the traditional blackjack game and therefore attract
professional and savvy players who implement complicated gaming strategies.

One of the unique aspects of our P2P application is that it allows for constant
gaming opportunities and nonstop blackjack online events. A game is available
whenever a player is looking for one. Players do not play against the house -
players compete against each other allowing the most skillful player to win.
Once a set number of players arrive, the game begins. Multi-table tournaments
consist of a number of 5-player tables, allowing bigger prizes and a more
exciting tournament.

We developed the BJ Software with the assistance of professional blackjack
players. We believe that our new multi-player blackjack application may be an
attractive product for major online casinos and sports books. Our blackjack
product is the first on the market to combine a full range of multi-player
blackjack games: Multi-table Sit & Go tournaments; Single table Sit & Go
Tournaments; Heads-Up Blackjack; Blackjack Shootout tournaments; and daily
Blackjack Special Tournaments.

Each player has to pay the same amount of money, "a buy-in", and the house fee
in order to register for the game. The players choose the game with the amount
of rounds they prefer and enter the table. All players receive an equal amount
of chips. The chips are used as counters and are accumulated by beating the
computer-generated dealer's hand. Each player determines the amount of chips to
bet in every hand. The player who accumulates the most chips wins the pot.

COMPETITION

GAMING SOFTWARE PROVIDERS

Some of the leading software and system providers in the online gaming industry
operate their own gaming websites while still providing their proprietary gaming
systems to other operators. There are about 90 proprietary gaming systems
offered by some 120 software and system providers; however, the market is
dominated by 15 leading software vendors, including WorldGaming, MicroGaming,
Playtech, RealTime Gaming, Boss Media, and others.


                                       17
<PAGE>


Major software vendors may provide their proprietary gaming platforms to dozens
of operating websites simultaneously and have been offering a range of services
including: gaming software, customer support, back office systems, and payment
processing and hosting, allowing vendors to offer solutions ranging from
specific software to `plug and play' gaming platforms.

For small to mid-size operators, in-house development is usually inefficient;
therefore, in these cases, software licensing may often be the most appropriate
solution.

Using standard gaming engines that can be customized to client needs allows the
software vendors to offer their customer a distinctive user interface and
different `skins'. Although most competitors seek to offer new and innovative
games, there are practically only a few new games in the industry. The reason is
that most of the software vendors choose to get more market share by adding new
operators while focusing on developing back office functionalities, service and
support to its operators.

Vendors generate revenue streams through software and support licensing as well
as customization, payment processing, hosting and other services that are partly
fixed but are mainly calculated as a percentage of each licensee's level of
activity.

P2P blackjack is a new concept that has been introduced by few operators,
including: Global Player Casino, Game Account (a skill game company),
blackjack.com, and RiverBelle Casino. All of these websites offer different
kinds of multi-player blackjack, but none of them offers a tournaments blackjack
application.

MARKET SIZE AND GROWTH

Industry sources estimate that the global revenues of "brick-and-mortar casinos"
were $70 billion in 2004 and are expected to grow to $100 billion by 2009. With
additional revenues coming from sports betting and lotteries, the gaming market
generated an estimated $247 billion in 2004 and is expected to reach revenues of
over $300 billion by 2009. With $10 billion in revenues, the online gaming
market is estimated to have generated 4.6% of the global betting market revenues
in 2005 and is predicted to reach 7% of market revenues by 2009. Gaming market
revenues are expected to keep growing at a compound annual growth rate (CAGR) of
5% in coming years, while the online gaming market is expected by industry
sources to grow at a much more rapid pace of 20% to 25% to accumulate to an
estimated market size of $23 billion in 2009.

The online gaming market is divided into segments according to game types,
reflecting different gamer characters and tastes; however, some of the market
segments, such as blackjack, attract gamers of different gaming choices.

The P2P emerging segment, which currently includes mostly poker, is predicted to
grow from a market share of 22%, which reflects $1.44 billion in year 2005, to
38% and $9 billion by year 2009. (Poker reflects $6 billion.) Poker operators
are now targeting more casual gamers which are considered the mass market. As
more casual gamers and less affluent nations enter the poker players market ARPC
(Average Revenue Per Customer) per annum is expected to fall from an average of
$762 in 2004 to $619 in 2008. Consequently, poker operators are constantly
looking for new ways to attract casual players (U.S. and non-U.S. players) to
the international P2P networks on the one hand, while increasing the ARPC on the
other hand.

P2P blackjack is simpler and more intuitive than poker and therefore may be more
attractive to casual gamers who do not play online poker.

Blackjack is the most popular casino game outside of the U.S. As part of the
poker network efforts to diversify their client portfolio risk, networks adjust
their offerings to new non-U.S. markets. Introducing another P2P game which
shares the proven poker revenue model on the same poker network is expected to
increase ARPC and allow network operators to better compete in the player
acquisition market. Better ARPC means more revenue sharing affiliate marketing
partners and better marketing budgets. These factors promote growth in the
particular P2P network. High network liquidity is the principal factor to
generate player trust and player interest. P2P poker showed a compound annual
growth rate of more then 334% in the four years since it emerged as an
independent market segment. We believe that blackjack has the potential to be
the most popular P2P game after poker.


                                       18
<PAGE>


The online gaming market is one of the fastest-growing and most profitable
online businesses. It has experienced rapid growth in recent years, fueled by
the growth of broadband penetration throughout the world, increasing consumer
confidence in the safety and security of online payment systems, increasing
customer demand, and ongoing investments by online gaming operators in product
development and marketing.

Online gaming has a number of advantages for players: it is convenient and
easily accessible at any time, day or night, and relatively anonymous. Casino
websites provide a wide variety of games, including free-play games that
encourage players to experience online gaming for the first time. According to
an industry research report, the worldwide market for online gaming has grown
from virtually no revenue in 1995 to approximately $6 billion in 2003 and
increased to over $8 billion in 2004. Forecasters expect this market to grow by
an additional 20% to 25% in each of 2005 and 2006. According to one specialist
gaming consultancy, the online gaming market will continue to grow rapidly in
the coming years, reaching $15 billion in 2007 and $22 billion in 2009.

ADVANTAGES OF MULTI-PLAYER BLACKJACK

We believe that the multi-player blackjack concept offers unique advantages to
players over traditional online blackjack games:

In today's competitive online gaming marketplace it is often difficult to
differentiate between online gaming websites. Most of the leading websites offer
games that were developed by the same several gaming software providers and
therefore have similar product and service offerings and provide a similar
online gaming experience. We plan to offer players a new gaming concept that
will clearly differentiate our gaming offerings from those of other websites
that offer traditional online games. Every player will be expected to put
forward the same amount of money into the pot. The "house" will only be taking a
fee - "Rake". After predetermined number of "hands", the winner will receive the
whole pot. We believe that marketing affiliate partners that constantly look for
new gaming product offerings for their players' traffic will find the new P2P
blackjack gaming application attractive.

We believe the P2P blackjack gaming application is attractive for several
reasons.

THE PSYCHOLOGICAL DIMENSION. Casino players, both offline and online, face the
inevitable statistical risk of `house odds'. Even players that gain short term
profits face this statistical fact and realize that if they continue to play,
they will, as a statistical matter, face likely losses to the house. As a
result, the psychological threshold that is associated with typical casino games
in general, and traditional blackjack in particular, significantly affects the
degree of player's motivation to keep playing (and to lose) money. In the P2P
blackjack concept, where players play against each other, we believe that the
psychological barriers may be much lower. In contrast with traditional casino
blackjack, there is no inherent axiom in P2P blackjack that `the house always
wins'. We believe that this fact can contribute to changes in traditional gaming
patterns and players' gaming motivation. Consequently, we believe that P2P
blackjack will increase the direct acquisition ratio of real money blackjack
players, and will provide a better conversion ratio of "play for fun blackjack"
players to real money players.

HIGHER REWARDS FOR SKILLED PLAYERS. We believe that another major advantage of
the P2P concept is that this forum may yield potentially higher wins for skilled
players. In a multi-player environment skilled players can generally find
different opponents, which may afford the opportunity to earn tournament prizes
that are more advantageous than those offered by traditional `dealers'. As a
result, we believe that the multi-player blackjack game can offer significant
economic incentives to skilled players that can not be found in traditional
online casino websites.

FUN. Another major benefit of the multi-player concept, as compared to
traditional blackjack applications involving an official dealer, is the
increased potential opportunities afforded to players who desire human
interaction as part of their online gaming experience. In contrast to the
traditional online blackjack experience, which typically is arranged as a `game
against a machine', the multiplayer environment connects different human players
who share similar objectives. We believe that this can add a unique interactive
flavor to the game, including the allowance of emotional expressions, an
interchange of ideas and strategies, personal preferences, mistakes, and other
forms of communication typically absent from the traditional dealer-based game.


                                       19
<PAGE>


ONLINE CASINOS

Online casinos are operating in various regions throughout the world. Based on
figures obtained from an industry source, there were 1,200 online casino
websites in 2004.

Online casinos offer table games, card games and slots and have been working
with system developers to increase their portfolio of games to continually
attract new players. Operators and system providers have been collaborating to
create more advanced person-to-person play capabilities, security features and
standards, and new games to keep players coming to the websites.

Online casinos offer players 24/7 online play, and offer high returns on capital
for operators, as they do not require glitzy bricks and mortar facilities, and
can be based in tax-free jurisdictions. Thus, they can, typically, afford much
higher payouts, usually 96%-98% compared with 88%-90% at land-based casinos.

According to market research, the online casino market is worth approximately
U.S.$3 billion excluding poker (2004) and has been evolving for ten (10) years.
It accounts for less than 5% of global land-based revenue and still offers
future potential upside in growth.

The demographic of casino players is typically males and females between the
ages of 25-54. The demographic varies with the type of game being played, with
females typically playing games such as slots and males playing games such as
blackjack.

The online casinos market is highly competitive and payout ratios can easily be
compared on certain web websites that present industry statistics. Moreover,
there is significant overlap between casino operators, as players often maintain
casino accounts with more than one casino operator and switch between casinos.
The operators aim to improve `stickiness' by offering, among other incentives,
unique and advanced games, generous bonuses and bigger jackpots.

The business model for online casinos bears significant similarities to that
utilized by other online gaming websites. As a general rule, most website
operators do not develop their own proprietary software and purchase turnkey
software packages from dedicated software companies. Turnkey software packages
enable online gaming operators to create and maintain uniquely branded websites
without needing the time and money required to develop proprietary technology.
Many software providers offer turnkey solutions that include everything from
marketing tools and customer service components to payment transaction system,
and back office applications.

Many of such gaming operators focus most efforts on marketing and branding for
the purpose of recruiting new players for the casino and retaining existing
casino players (which are considered key factors to online casino's success).
This process is integral to the development of the casino, as the development of
a strong and highly recognized brand creates awareness, increases barriers to
entry for competitors, and increases market trust in the operator's website. In
addition, website operators typically sign a contract with a casino software
provider for service and maintenance of the casino software. Contracts between
gaming software providers and gaming websites are normally premised on the
website operator's payment of setup fee to the gaming software provider and a
revenue share from the net revenue of the operator, which ranges between 15% and
30%.

Additional players in the online casino market are the online financial service
providers who collect and hold customer money on account for use in the casino.
Like the gaming software providers, the online financial service providers
receive a percentage of revenues from the website operators. In addition, many
of such financial service providers also charge transaction fee for every
transaction. When players choose to log into a "Real Money" casino account for
the first time, they are required to establish a personal casino account with
the gaming operator. Soon afterwards they will be directed to the casino
cashier, where they will be guided through the deposit process. Once the player
deposit attempt is successfully completed, dedicated funds will be charged to
the players gaming account and the player will be able to place a bet in one of
the casino games.

Leading online casinos are Casino-on-net (888.com), Golden Palace, InterCasino,
Lucky Nugget, RiverBelle, Starluck Casino, Club-Dice Casino and others.

GOVERNMENT REGULATION

We and our licensees are subject to applicable laws in the jurisdictions in
which we operate. At the present time, our only licensees hold gaming license to
operate Internet gaming sites from Kahnawake Gaming Commission, Mohawk Territory
of Kahnawake, Canada. Some jurisdictions have introduced regulations attempting
to restrict or prohibit Internet gaming, while other jurisdictions have taken
the position that Internet gaming is legal and have adopted or are in the
process of considering legislation to regulate Internet gaming.


                                       20
<PAGE>


The gaming industry is prohibited or restricted in some countries and highly
regulated in others. In a number of countries the legal position is uncertain.
In general terms, it is possible that, subject to the courts in the relevant
countries being able to establish jurisdiction, online gaming and our activities
in relation to it do or may constitute (in a manner and to a degree which varies
between countries) a breach of the applicable criminal and/or civil legislation
in the countries of residence of our registered players. This may potentially
expose us, and/or our officers and directors, to fines and other sanctions
(including imprisonment). That is why, we do not intend to directly target
individuals residing in the United States and will mainly target online markets
in Europe. We have no control over where and to residents of which country third
party operators to which we may license the BJ Software, market their games or
otherwise conduct operations, which can be all over the world.

Although the regulatory regime for land-based gaming operations is
well-established in many countries, the gaming laws in such countries will not
necessarily have been amended to take account of the internet, and the ability
to offer gaming services online. Consequently, there is uncertainty as to the
legality of online gaming in most countries. In several countries local
regulators are willing to license and regulate local and often state-owned
operators, but prohibit foreign operators, in some cases possibly to protect the
tax and gaming revenues of the relevant government. Authorities in certain
jurisdictions have taken indirect steps to restrict online gaming by seeking to
prevent or deter banks, payment processors, media providers and other suppliers
from transacting with and providing services to online gaming operators. The
application or enforcement (or threat of enforcement) of gaming laws or
regulations, or a change in sentiment by regulatory authorities on the enactment
of new legislation prohibiting or restricting online gaming or services used by
online gaming businesses or the taking of such indirect steps, may severely and
adversely impact the business and financial position of online gaming companies.
The legality of the customers themselves engaging in online gaming is also
uncertain in a number of countries.

U.S. GAMING REGULATION

On October 13, 2006, President Bush signed into law the "Security and
Accountability for Every Port Act of 2006", which included the "Unlawful
Internet Gambling Enforcement Act of 2006" (the "Act"). The Act prohibits credit
card companies and other financial institutions from paying or receiving funds
for the purpose of internet gambling. The Act also authorizes state and federal
law enforcement officials to seek injunctions against persons who facilitate
illegal internet gambling. The Act requires the Department of the Treasury and
the Federal Reserve Board (FRB) to draft regulations to require each "designated
payment system" to identify and block these restricted transactions through the
establishment of policies and procedures.

The World Trade Organization (`WTO') has found that the U.S. legislative
position on internet gambling is in violation of US trade commitments and the
European Union's top financial regulator recently commented that the US position
was `protectionist'. Whether this may prompt further action by the European
Union (`EU') remains to be seen.

INDIRECT PROHIBITION EFFORTS

U.S. laws are being used, or threatened to be used, by federal prosecutors,
state attorneys general and other authorities against third parties who provide
services to online gaming companies or who directly or indirectly facilitate
online gaming operators such as licensees, internet service providers, software
and technology providers, payment processors and internet portals to attempt to
impede the growth of online gaming in the U.S. or prohibit the provision of
services and supplies to the industry. These efforts may take various forms,
including requests that online service providers `cease and desist' from
offering a service within a particular jurisdiction, civil actions seeking to
enjoin a service and demand a refund of gaming proceeds originating from a
particular jurisdiction, or criminal indictments, alleging a violation of state,
federal and/or local law. These efforts which raise legal and moral concerns
about the industry may also have the effect of causing us to avoid dealing with
the online gaming industry.

There have recently been a number of legal developments associated with the
manner in which the business of gaming, and in particular, Internet gaming, is
treated in the UK and Continental Europe. Some of these developments can be
considered as positive and some as negative.


                                       21
<PAGE>


U.K. REGULATION OF ONLINE GAMING

On 7 April 2005, the UK Gaming Act 2005 (the "UK Act") was given Royal Assent.
The UK Act introduces fundamental reforms of current gaming legislation,
including online gaming. The UK Act envisages that a new single regulator, the
"Gaming Commission", would be formed and that the remaining provisions of the UK
Act will come into force from the second half of 2005 onwards, with the full
regime to be in place on September 2007.

All current legislation specifically relating to gaming, including online
gaming, none of which the we believe applies to our activities, will be repealed
when the UK Act comes into force and most entities involved in the provision of
gaming activities in the UK, including us, will be regulated by the Gaming
Commission. The Gaming Commission will have comprehensive powers which are set
out in the UK Act.

The UK Act makes provision for the licensing of online betting and gaming in the
UK, which is defined as "remote gaming". However, the UK Act does not clearly
specify what services and facilities will need to be licensed in the UK. There
is, however, specific provision in the UK Act relating to the use of "remote
gaming equipment", which is defined as including facilities for registration,
payment and the hosting of a random number generator in connection with gaming
businesses. Such definition is likely to include servers which host gaming
websites or gaming software. An operator and/or supplier of such equipment will
need to obtain a license in the UK or relocate all of the remote gaming
equipment used in connection with its licensed activities outside Great Britain.

The UK Act makes it illegal to supply, in the course of business, computer
software for remote gaming unless a license is held for such activity. As
players can download gaming software from our promoted websites, it is possible
that we may need to obtain a license, even though we neither own nor can alter
any of the gaming software to which we provide access. Whether the UK Act will
be interpreted in such a way as to require us to obtain a license for this
reason is, at present, unclear. This part of the UK Act dealing with the supply
of gaming software does not refer to any territorial application. Therefore, it
is conceivable that it may apply to any person who, although having no physical
presence in the UK, is deemed to supply gaming software from websites capable of
being accessed in the UK.

All gaming operators with remote gaming equipment in the UK will have to obtain
approvals and licenses from the Gaming Commission.

At this stage, the extent to which online gaming companies with UK activities
will be affected either by the UK Act or the regulatory framework it will
introduce is not clear. In this regard, it should be noted that the UK Act
proposes that the Secretary of State also be delegated broad additional powers,
including the power to determine what constitutes remote communications
equipment facilities. It is possible the Secretary of State will interpret such
terms widely.

REST OF EUROPE

In Europe, the EU Commissioner in charge of Internal Markets and Services is
pressing ahead with proceedings against several Member States that he believes
may be in breach of European Community law, specifically Article 49 of the
Treaty of Rome: the freedom to provide and receive services within the EU
without discrimination on grounds of nationality - a fundamental principle upon
which the European single market is founded. These infringement proceedings have
been issued against Member States that seek to prohibit international operators
that are licensed and regulated within the EU from offering gambling services
within their Member State.

While a process to decide the matter is underway, it is unlikely that the
position will be resolved in the short-term. In the meantime, a number of Member
States are seeking to enforce laws that will effectively prohibit residents from
accessing and enjoying games provided by online gaming operators, despite the
view taken by the EU that such action may be in contravention of Article 49. In
other jurisdictions such as parts of Asia, while certain online games are
permitted using subscription-based gaming models, in many markets gambling
online is currently prohibited under local law.

While the UK and other European countries such as Malta and Gibraltar are
adopting a regulated online gaming approach, opposing views are developing in
Europe. Some European countries, including Italy, Germany and France where there
are state-owned monopolies, are taking action aimed at banning foreign online
gaming operators. Such actions by these European Union (EU) member states are in
contrast with a favorably-viewed ruling from the European Court of Justice and
have prompted the European Commission (EC) to look at creating new legislation
that could harmonize online gaming within the EU, in line with the EC's goal to
encourage a free and open cross-border market.


                                       22
<PAGE>


FRANCE AND GERMANY

France and Germany in particular appear to moving towards imposing greater
restrictions on internet gaming operators, both by virtue of proposed changes to
legislation and through heightened enforcement measures. It is possible that
adverse legal developments in these countries could have a material adverse
impact on our business and operation.

ITALY AND SPAIN

With respect to Italy and Spain, recent willingness to regulate certain forms of
internet gaming could be perceived as indicative of a liberalization of the
internet gaming industry as a whole in those countries. However, at present, the
form of regulation put forward by these jurisdictions has failed to create
attractive market conditions for our licensees. As such, notwithstanding the
fact that these markets may appear to be liberalizing, in practice, they have
not liberalized in a manner, or to a degree, that is helpful to our business and
operation.. The Company and its licensee remain at risk that Italy and Spain may
take aggressive action against parties whose operations at are not licensed
pursuant to the regulatory regimes established by these countries.

Countries such as Denmark and Sweden attempt to restrict the actions of gamblers
and aim to curtail the supply of gaming products and services by attempting to
limit such supply to domestic operators, often with links to the local
government.

In Sweden, as revenues from domestic lotteries (and for these purposes, card
games and other casino games are deemed to be lotteries) are only permitted to
be used for the benefit of the public, it is not possible for a private company
to obtain a license to operate an online gaming website. The Swedish Lottery Act
applies to lotteries arranged in Sweden. The Swedish government recently
considered amending the Lottery Act to prohibit foreign lotteries intended for
participants in Sweden, but concluded that such a prohibition would be difficult
to enforce. Since then, however, the Swedish government has announced that it
intends to reconsider a possible ban on foreign online gaming businesses which
operate in Sweden. Any resulting legislation may have an adverse impact on our
business and operations.

Under the Swedish Lotteries Act, it is illegal in Sweden to promote a foreign
operated gaming business. Promotion includes advertising in Swedish newspapers
and magazines, placing banners on Swedish websites and running other similar
advertising campaigns (the promotional activities undertaken by us to date would
fall into this category). Accordingly, we are unable to undertake specific
promotions in Sweden or to specifically target Swedish players and, as a result,
our ability to operate in Sweden is restricted.

Under Danish law, any online gaming business (as well as any marketing or
promotion of such business) aimed at the Danish market is illegal unless the
business concerned has been granted a license from the Danish Ministry of
Taxation. The extent to which a website is assessed as targeting the Danish
market depends on an overall assessment of the activities offered and the
content of the website concerned. Websites not specifically targeting the Danish
market (e.g. where the content is not in Danish, no payments and/or winnings are
calculated in Danish Kroner and no Danish language helpline is provided) will,
in general, not be encompassed by the Danish prohibition provided the relevant
websites are not hosted in Denmark. It is possible that the Danish Gaming Board
or other relevant authority may object to our future marketing activities. We
intend to take such steps as are required to ensure compliance with Danish law
if any such objections arise.

OTHER LAWS AND REGULATIONS

The application to us of existing laws and regulations relating to such issues
as taxation, quality of services, electronic contracting, consumer protection
and intellectual property ownership and infringement (to the extent that they
relate to internet businesses) is unclear. In addition, we may become subject to
new laws and regulations directly applicable to our activities. Any new
legislation applicable to us could expose us to substantial liability and
expenses necessary to comply with these laws and regulations. There is a risk
that criminal and civil proceedings, including class actions brought by or on
behalf of public entities or private individuals, could be initiated against our
company, our subsidiaries, our officers and directors, other members of our
company and their directors, and others involved in providing facilities to the
internet gaming industry.


                                       23
<PAGE>


C. ORGANIZATIONAL STRUCTURE

We own the entire ownership interest of our subsidiary Get21 and 80% in our
subsidiary RNG. Both companies are incorporated in the Isle of Man.

D. PROPERTY, PLANTS AND EQUIPMENT

We are currently using space in Zone4Play's facilities and its equipment
pursuant to the terms of the services agreement between us.

ITEM 5 - OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion and analysis should be read in conjunction with our
consolidated financial statements and the related notes to those financial
statements included elsewhere in this ANNUAL REPORT.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our consolidated financial statements are prepared in accordance with U.S. GAAP.
In connection with the preparation of the financial statements, we are required
to make assumptions and estimates about future events, and apply judgments that
affect the reported amounts of assets, liabilities, revenue, expenses and the
related disclosure. We base our assumptions, estimates and judgments on
historical experience, current trends and other factors that management believes
to be relevant at the time the consolidated financial statements are prepared.
On a regular basis, management reviews our accounting policies, assumptions,
estimates and judgments to ensure that our financial statements are presented
fairly and in accordance with U.S. GAAP. However, because future events and
their effects cannot be determined with certainty, actual results could differ
from our assumptions and estimates, and such differences could be material.

Our significant accounting policies are discussed in Note 2 of the notes to the
consolidated financials statements, "Significant Accounting Policies", included
elsewhere in this annual report.

IMPAIRMENT OF LONG-LIVED ASSETS:

Our long-lived assets are reviewed for impairment in accordance with Statement
of Financial Accounting Standard ("SFAS") No. 144, "Accounting for the
Impairment or Disposal of Long- Lived Assets" ("SFAS No. 144") whenever events
or changes in circumstances indicate that the carrying amount of an asset may
not be recoverable. Recoverability of assets to be held and used is measured by
a comparison of the carrying amount of an asset to the future undiscounted cash
flows expected to be generated by the asset. If such asset is considered to be
impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the asset exceeds the fair value. As of December 31, 2006, no
impairment losses have been identified.

REVENUE RECOGNITION

We account for revenues from software applications agreements in accordance with
Statement of Position 97-2, "Software Revenue Recognition", as amended ("SOP
97-2"). The revenue from license fees is recognized when persuasive evidence of
an agreement exists, delivery of the product has occurred, no significant
obligations with regard to implementation remain, the fee is fixed or
determinable and collectibility is probable.

SOP 97-2 specifies that extended payment terms in a licensing arrangement may
indicate that the license fees are not deemed to be fixed or determinable. If
the fee is not fixed or determinable, revenue is recognized as payments become
due from the customer unless collection is not considered probable then revenue
is recognized as payments are collected from the customer, provided that all
other revenue recognition criteria have been met.


                                       24
<PAGE>


The arrangements that include multiple elements are usually arrangements where
we sell software products and Post Contract Support (PCS). For these multiple
elements, SOP 97-2 requires that the fair value of each component in a multiple
element arrangement will be determined based on the vendor's specific objective
evidence (VSOE) for that element, and revenue is allocated to each component
based on its fair value. SOP 98-9 requires that revenue be recognized under the
"residual method" when VSOE does not exist for all the delivered elements, VSOE
of fair value exists for all undelivered elements, and all other SOP 97-2
criteria are met. Under the residual method, any discount in the arrangement is
allocated to the delivered elements. The specific objective evidence for the PCS
is established by the price charged on separate PCS renewal contracts. The
revenue associated with the delivered elements is recognized using the residual
method discussed above.

Revenues from software licenses that require significant customization,
integration and installation that take a short period of time to complete are
recognized in accordance with Statement of Position 81-1, "Accounting for
Performance of Construction - Type and Certain Production Type Contracts" ("SOP
81-1"),using the complete contract accounting method. After delivery, if
uncertainty exists about customer acceptance of the software, license revenue is
not recognized until acceptance. Provisions for estimated losses on uncompleted
contracts are made in the period in which such losses are first determined, in
the amount of the estimated loss on the entire contract. As of December 31,
2006, no such estimated losses were identified.

We're entitled to royalties from revenue sharing arrangements upon sublicensing
of our products to end-users. Royalties from revenue sharing arrangements are
recognized when such royalties are reported to us.

RESEARCH AND DEVELOPMENT

Research and development costs are charged to the Statement of Operations as
incurred. SFAS No. 86 "Accounting for the Costs of Computer Software to be Sold,
Leased or Otherwise Marketed" requires capitalization of certain software
development costs subsequent to the establishment of technological feasibility.
Based on the Company's product development process, technological feasibility is
established upon completion of a working model. Costs incurred by the Company
between completion of the working models and the point at which the products are
ready for general releases have been insignificant. Therefore, all research and
development costs have been expensed.

FOREIGN CURRENCY RISK

The majority of our revenues is expected to be denominated in U.S. Dollars and
or linked to the U.S. dollar, and our financing will be mostly in U.S. dollars,
and thus the U.S. dollar is our functional currency. The reason for that is that
major operators anticipated to license the BJ Software from us are using U.S.
dollars as their major currency and revenues generated directly from end users
are anticipated to be in U.S. dollar as well. However, some portions of our
revenues will be denominated in British Pounds Sterling, Euros, and other
currencies. This situation exposes us from time to time, to fluctuations between
the exchange rates of the dollar and these other currencies.

The policies under which our exposure to potential currency and interest rate
fluctuations are managed is reviewed and supervised by our board of directors.
We manage these exposures by performing ongoing evaluations including on a
timely basis.

GOVERNMENT POLICIES

Our future operating results may be significantly effected by changes in
government regulations regarding the legality of online gambling. For more
information, see the discussion in Items 4.B. and 3.D. above.

RECENT ACCOUNTING PRONOUNCEMENTS

In February 2006, the Financial Accounting Standard Board ("FASB") issued SFAS
No. 155, "Accounting for Certain Hybrid Financial Instruments, an Amendment of
FASB Statements No. 133 and 140". This statement permits fair value measurement
for any hybrid financial instrument that contains an embedded derivative that
otherwise would require bifurcation. This statement is effective for all
financial instruments acquired or issued after the beginning of an entity's
first fiscal year that begins after September 15, 2006. The adoption of this
statement did not have an impact on the consolidated financial statements.


                                       25
<PAGE>


In July 2006, the FASB issued Interpretation No. 48, "Accounting for Uncertainty
in Income Taxes - an interpretation of FAS 109" ("FIN 48") This financial
interpretation clarifies the accounting for uncertainty in income taxes, and
prescribes a recognition threshold and measurement attributes for the financial
statement recognition and measurement of a tax position taken or expected to be
taken in a tax return. FIN 48 also provides guidance on various related matters
such as derecognition, interest and penalties and disclosure. As applicable to
us, the interpretation prescribed by FIN 48 became effective commencing January
1, 2007. We are currently evaluating the impact that the adoption of FIN 48
would have on our consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements". This
standard establishes a framework for measuring fair value and expands related
disclosure requirements; however, it does not require any new fair value
measurement. As applicable to us, this statement will be effective as of the
year beginning January 1, 2008. We are currently evaluating the impact that the
adoption of FAS 157 would have on our consolidated financial statements.

In September 2006, the SEC issued Staff Accounting Bulletin (SAB) 108, which
expresses the Staff's views regarding the process of quantifying financial
statement misstatements. The bulletin was effective as of the year beginning
January 1, 2006. The implementation of this bulletin had no impact on our
consolidated financial statements

In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities." This standard permits entities to
choose to measure many financial assets and financial liabilities at fair value.
Unrealized gains and losses on items for which the fair value option has been
elected are reported in earnings. As applicable to us, this statement will be
effective as of the year beginning January 1, 2008. We are currently evaluating
the impact that the adoption of FAS 159 would have on our consolidated financial
statements.

A. OPERATING RESULTS

OVERVIEW

RESULTS OF OPERATIONS

REVENUES AND COST OF REVENUES

Total revenues for the period commencing July 11, 2006 (inception) to December
31, 2006 were $837,457 and include revenues due to new contract with Golden
Palace for the license of our multiplayer tournaments blackjack, and for
marketing services of our website www.get21.com.

Cost of revenues for the period commencing July 11, 2006 (inception) to December
31, 2006 were $36,167. These cost of revenues are attributable to costs related
to the marketing services provided by our indirect subsidiary Get21.

RESEARCH AND DEVELOPMENT

Research and development expenses for the period commencing July 11, 2006
(inception) to December 31, 2006 were $696,310 and are primarily attributable
development of our multi player black jack tournaments application.

SALES AND MARKETING

Sales and marketing expenses for the period commencing July 11, 2006 (inception)
to December 31, 2006 were $772,600 and are primarily attributable to our
marketing efforts through our get21.com site through Get21. We do not expect
this trend to continue since the company decided to cease the marketing
activities of Get21.


                                       26
<PAGE>


GENERAL AND ADMINISTRATIVE

General and administrative expenses for the period commencing July 11, 2006
(inception) to December 31, 2006 were $133,658 and are primarily attributable to
accounting and legal expenses and payroll expenses due to services received from
Zone4Play (Israel) Ltd.

NET LOSS

Net loss for the period commencing July 11, 2006 (inception) to December 31,
2006 was $895,040. Net loss per share for the period commencing July 11, 2006
(inception) to December 31, 2006 was $0.0. Our weighted average number of shares
of common stock used in computing basic and diluted net loss per share for the
period from July 11, 2006 until December 31, 2006 was 32,315,698.

B. LIQUIDITY AND CAPITAL RESOURCES

Operating activities generated cash of $62,349 in the period from inception
(July 11, 2006) to December 31, 2006. Cash provided by operating activities in
the Period from inception (July 11, 2006) to December 31, 2006 resulted
primarily from a net loss of $ 895,040, $817,675 increase in trade and other
accounts receivable mainly offset by a $144,520 increase in trade payables,
$44,745 increase in advance payments, $1,486,382 increase in related parties. On
July 12, 2006 we entered into an agreement with Zone4Play's wholly owned
subsidiary, Zone4Play DE under which all right, title, and interest in its
intellectual property rights and assets related to its BJ Software on a "going
concern" and "as is" basis, were exchanged for a promissory note in the
principal amount of $2.25M. (See "Item 4.A. History and Development of the
Company" for additional details on the note.)

Operating activities generated cash of $62,349 in the Period from inception
(July 11, 2006) to December 31, 2006. Cash generated by operating activities at
the period from inception (July 11, 2006) to December 31, 2006 results primarily
from a net loss of $895,040, a $817,675 increase in accounts receivable, offset
by a $1,486,382 increase in related parties ,$144,529 increase in advance
payments.

Financing activities generated cash of $575,960 in the Period from inception
(July 11, 2006) to December 31, 2006. Cash generate by investing activities in
the Period from inception (July 11, 2006) to December 31, 2006 results primarily
from a stock issuance to Golden Palace in our subsidiary RNG.

On September 14, 2006, we, our subsidiary, RNG, and Golden Palace, entered into
an agreement, which was amended on January 10, 2007 under which Golden Palace
has agreed to invest $600,000 in RNG in return for 20% of the ordinary shares of
RNG. Pursuant to terms of this agreement, Golden Palace has an option, that can
be exercised upon the occurrence of certain events as defined in the Agreement,
to acquire additional 30% of the ordinary shares of RNG (but not more than 50%
of RNG or more than the amount owned by GV) at a price of $100,000 per each
additional percentage interest of the ordinary shares of RNG.

OUTLOOK

We believe that our future success will depend upon our ability to enhance our
existing products and solutions and introduce new commercially viable products
and solutions addressing the demands of the evolving markets. As part of the
product development process, we work closely with current and potential
customers, distribution channels and leaders in our industry to identify market
needs and define appropriate product specifications. Our current anticipated
levels of revenue and cash flow are subject to many uncertainties and cannot be
assured. In order to have sufficient cash to meet our anticipated requirements
for the next twelve months, we may be dependent upon our ability to obtain
additional financing. The inability to generate sufficient cash from operations
or to obtain the required additional funds could require us to curtail
operations. There can be no assurance that acceptable financing to fund our
ongoing operations can be obtained on suitable terms, if at all. If we are
unable to obtain the financing necessary to support our operations, we may be
unable to continue as a going concern. In that event, we may be forced to cease
operations and our stockholders could lose their entire investment in our
company.


                                       27
<PAGE>


C. RESEARCH AND DEVELOPMENT, PATENTS AND LICENSES, ETC.

Research and development expenses for the period commencing July 11, 2006
(inception) to December 31, 2006 were $696,310 which is primarily attributable
to service received by Zone4Play which has developed a patent application for
the BJ Software which is currently pending with the U.S. Patent and Trademark
Office. All rights in connection with the patent application pertaining to the
BJ Software have been assigned to the Company and following the spin-off
Zone4Play will no longer retain any patent rights obtained under the
application.

D. TREND INFORMATION

We have no operating history. Trends within the online gaming industry that may
affect our financial results at the end of this fiscal year include changes in
customer loyalty and gaming habits, government regulation, and developing
internet infrastructure.

E. OFF BALANCE SHEET ARRANGEMENTS

None.

F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The following table presents further information relating to our liquidity as of
December 31, 2006: The amounts indicated do not include future interest

<TABLE>
<CAPTION>
                                                                                  2009-
                                                            2007       2008       2012   More than
Contractual Obligations (U.S. $ in thousands)   Total       year       Years      years   5 years
                                                ------     ------     ------     ------   -------
<S>                                             <C>        <C>        <C>        <C>
Promissory note (Libor +1.5%)                   $2,323     $  450     $  450     $1,423     N/A
Total                                           $2,323     $  450     $  450     $1,423     N/A
</TABLE>

ITEM 6 - DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. DIRECTORS AND SENIOR MANAGEMENT

Set forth below is information concerning our executive officers and directors
as of July 17, 2007

Name                  Age   Position
Avi Abramovich        47    Director
Uri Levy              36    Chief Executive Officer and Chief Financial Officer

Avi Abramovich. Mr. Abramovich has been a member of our board of directors since
September 2006. Mr. Abramovich is the senior partner at the Israeli law firm of
Abramovich, Izardel & Co. Mr. Abramovich received his Law Degree from Bar Ilan
University in Ramat Gan Israel and has since been a member of the Israeli Bar
Association. He has completed his Executive Master's Program from the Kellogg
School of Management. Mr. Abramovich has Extensive experience in complex
transactions, and advises on a myriad of commercial and legal issues. He
specializes in civil and commercial litigation, as well as constitutional
disputes. He serves as arbitrator in commercial and business disputes, manages
receiverships and liquidations and serves as executor of estates.

URI LEVY. Mr. Levy joined Zone4Play as Chief Financial Officer in December 2003
and is currently acting also as Zone4Play's acting Chief Executive Officer.
Prior to joining Zone4Play, Mr. Levy was Vice President, Finance of Loram Ltd.,
a company engaged in the business of real estate, from June 2002 until December
2003, and as a controller of EasyRun Communications Software Systems from 1999
until June 2003. Mr. Levy is a Certified Public Accountant in Israel and has a
LL.M. Degree from the Bar Ilan University in Ramat Gan, Israel.

Ronen Zadok resigned from our board of directors on May 8, 2007. Shimon Citron
was removed from our board of directors on September 12, 2006 being replaced by
Avi Abramovich. Joseph Almog resigned from our board of directors on November 9,
2006.


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<PAGE>


B. COMPENSATION

None of our officers and directors is being compensated by us. Currently,
Zone4Play provides us with management services, including the services of Uri
Levy as our Chief Executive Officer and Chief Financial Officer pursuant to
services agreement between us and Zone4Play Israel. In the future, once the
contemplated spinoff of our shares by Zone4Play takes place, we expect to put in
place an independent management.

Under our articles of association, the directors shall be entitled to such
remuneration for their services as such as may from time to time be determined
by our company in general meetings and unless otherwise directed, any such
remuneration shall be deemed to accrue from day to day and shall be divided
among them as they may agree, or, failing agreement, equally. The directors
shall also be entitled to be repaid all travel and hotel expenses reasonably
incurred by them respectively in or about the performance of their duties as
directors.

Subject to the provisions of the Companies Acts 1931 to 2004 ("Acts"), the
directors may provide benefits, whether by the payment of gratuities or pensions
or by insurance or otherwise, for any director who has held, but no longer
holds, any executive office or employment with the Company or with any body
corporate which is or has been a subsidiary of the Company or a predecessor of
the Company or of any such subsidiary and for any member of his family
(including a spouse and a former spouse) or any person who is or was dependent
on him, and may (as well before as after he ceases to hold such office or
employment) contribute to any fund and pay premiums for the purchase or
provision of any such benefit.

C. BOARD PRACTICES

Our articles of association provide for a board of directors of not less than
two. The Company by ordinary resolution of the directors may appoint a director
(either to fill a casual vacancy or as an additional director). A director may
hold any other office or place of profit under the Company, except that of
auditor, upon such terms as to remuneration, tenure of office and otherwise as
may be determined by the directors.

There is no expiration date for the term of current directors. According to the
articles of association the office of a director shall be vacated if:

     (a) he ceases to be a director by virtue of any provision of the Acts or he
becomes prohibited by law from being a director; or

     (b) he becomes bankrupt or makes any arrangement or composition with his
creditors generally; or

     (c) he becomes of unsound mind or a patient for any purpose of any law (of
any jurisdiction) relating to mental health and the directors (excluding the
director concerned and, in his capacity as such, any alternate director
appointed by the director) resolve that his office be vacated; or

     (d) he resigns his office by notice delivered to the Company at the office
or tendered at a meeting of the directors; or

     (e) he shall for more than six consecutive months have been absent without
permission of the directors from meetings of directors held during that period
and his alternate (if any) does not attend in his place and the directors
(excluding the director concerned and, in his capacity as such, any alternate
director appointed by the director) resolve that his office be vacated; or

He is removed from office by a resolution passed in accordance with article 85
or the provisions of the 1931 Act; or

If subsequent to his appointment he becomes resident for taxation purposes in
the United Kingdom and as a result thereof a majority of the directors are
resident for taxation purposes in the United Kingdom.

The Company may, by special resolution, remove any director from office.

The articles of association provide that:

A director (other than an alternate director) may appoint any other director, or
any other person approved by resolution of the directors and willing to act, to
be an alternate director and may remove from office an alternate director so
appointed by him PROVIDED THAT no person who is resident for taxation purposes
in the United Kingdom may be appointed an alternate director unless his
appointor is also so resident for taxation purposes in the United Kingdom and
PROVIDED FURTHER THAT no person who is resident in such territories or
jurisdictions as the directors may from time to time determine may be appointed
as an alternate director if his appointment would cause a majority of the
directors present at such meeting (including such alternate) to be resident in
such territory or jurisdiction.


                                       29
<PAGE>


An alternate director shall be entitled to receive notice of all meetings of
directors and of all meetings of committees of directors of which his appointor
is a member, to attend and vote at any such meeting at which the director
appointing him is not personally present and generally to perform all the
functions of his appointor as a director in his absence, but shall not be
entitled to receive any remuneration from the Company for his services as an
alternate director. An alternate director who is also a director or who acts as
an alternate director for more than one director shall have one vote for every
director represented by him in addition to his own vote if he is also a
director. An alternate director, in his capacity as such, is not entitled to
vote on a resolution on which his appointor is not entitled to vote.

An alternate director shall cease to be an alternate director for his appointor
if his appointor ceases to be a director but, if a director retires by rotation
or otherwise but is reappointed or deemed to have been reappointed at the
meeting at which he retires; any appointment of an alternate director made by
him which was in force immediately prior to his retirement shall continue after
his reappointment.

Any appointment or removal of an alternate director shall be by notice to the
Company signed by the director making or revoking the appointment and delivered
to the office or tendered at a meeting of the directors or in any other manner
approved by the directors.

Save as otherwise provided in these articles, an alternate director shall be
deemed for all purposes to be a director and shall alone be responsible for his
own acts and defaults and he shall not be deemed to be the agent of the director
appointing him.

D. EMPLOYEES

We have no employees. Currently, we receive from Zone4Play Israel all
administrative, research and development services and management, including the
services of Uri Levy, our Chief Executive Officer and Chief Financial Officer
who is also Zone4Play's Acting Chief Executive Officer and Chief Financial
Officer. All of Zone4Play's employees are based in Israel. In the future, once
the contemplated spinoff of our shares by Zone4Play takes place, we expect to
put in place an independent management team and our own employees.

E. SHARE OWNERSHIP

Zone4Play, our parent company and sole shareholder, owns 32,315,698 ordinary
shares of our company.

ITEM 7 - MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTION

A. MAJOR SHAREHOLDERS

All of our issued 32,315,698 ordinary shares are owned by Zone4Play. We have no
other shareholders. If Zone4Play will execute its intention disclosed in its
Current Report on Form 8-K filed with the Commission on June 20, 2006, to spin
off the shares of our company by distributing them as a dividend to Zone4Play's
existing shareholders as of a record date to be declared by Zone4Play, then
Zone4Play's shareholders shall become our shareholders.


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<PAGE>


B. RELATED PARTY TRANSACTIONS

Currently we (including our two subsidiaries) receive all administrative
services, including, office space and secretarial services, and research and
development services in connection with the development of the BJ Software from
Zone4Play Israel pursuant to an agreement between us. The consideration to be
paid by us on a monthly basis to Zone4Play for these services is based on
Zone4Play's cost plus a ten percentage of the cost. Zone4Play owns all of our
issued and outstanding ordinary shares and has the full control over our
operations. The agreement between us and Zone4Play shall continue in effect
until the first to occur of (i) one year from the date of this agreement; (ii)
the occurrence of a material, continuing breach of this agreement by either
party, but only in the event that the breaching party fails to cure same within
ninety (90) days of its receipt of written notice from the other party
identifying such material breach and specifying the steps necessary to cure the
breach; or (iii) thirty (30) days after notice of termination given by us to
Zone4Play that it is terminating this agreement for convenience. Zone4Play owns
all of our issued and outstanding ordinary shares and has the full control over
our operations. Zone4Play Chief Financial Officer and acting Chief Executive
Officer is also our Chief Executive Officer and Chief Financial Officer.

On July 12, 2006, we purchased from Zone4Play DE all right, title and interest
in its intellectual property rights and assets related to its newly developed
multi-player tournament blackjack software on a "going concern" and "as is"
basis, in exchange for a promissory note in the principal amount of $2.25M. The
purchase price was based on an appraisal report made by an independent
appraiser. This promissory note has a term of five years. Principal is payable
in five equal annual installments of $450,000 and carries annual interest of
Libor +1.5%. The note is secured by a Debenture and Equitable Share Charge
between Zone4Play DE and us. Zone4Play DE has a lien on all of our assets
including our shares in our subsidiaries.

On July 17, 2006 we entered into an agreement with our wholly owned subsidiary,
RNG, under which we have assigned all of our rights in the BJ Software to RNG in
consideration for all outstanding and issues ordinary shares of RNG. RNG is our
research and development arm.

On September 14, 2006, we, RNG, and Golden Palace Limited ("Golden Palace"),
entered into an agreement, which was amended on January 10, 2007, under which
Golden Palace has agreed to invest $600,000 in RNG in return for 20% of the
ordinary shares of RNG. Pursuant to terms of this agreement, Golden Palace has
an option to acquire an additional 30% of the ordinary shares of RNG (but not
more than 50% of RNG or more than the amount owned by Gaming) at a price of
$100,000 per each additional percentage interest of the ordinary shares of RNG,
if the option is exercised on or before September 14, 2008; $180,000 per each
additional percentage interest of the ordinary shares of RNG, if the option is
exercised upon RNG becoming a public traded company or upon the completion of a
private placement of securities for consideration of not less than $4,000,000 to
third parties, at a company valuation of $18,000,000. Such option can be
exercised by Golden Palace during a period commencing on the date of the
agreement and terminating upon the earliest of: (1) September 14, 2008; (2) RNG
becoming a public company; or (3) completion by RNG of a private placement for
securities for consideration of not less than $4,000,000 by third parties, at a
company valuation of $18,000,000. We currently hold 80% of RNG's share capital.
We consolidate RNG's financial statements in which the minority interest
represents Golden Palace current holdings into our financial statements.

Concurrently, we, RNG and Golden Palace entered into a shareholders agreement
under which Golden Palace has a right to appoint one of RNG's 4 directors (as
long as Golden Palace owns 20% of RNG) and we have a right to appoint the 3
other directors. Upon Golden Palace becoming an owner of 50% of RNG, it will
have the right to appoint an equal number of directors to the number we are
entitled to appoint.

On September 25, 2006 we signed with Zone4Play a promissory note in the
principal amount of $2 million in effect for 2 years (24 months). Principal
shall be paid in one (1) installment and will bear interest of $US Libor +1.5%
per annum. The note will be secured by a Debenture and Equitable Share between
Zone4Play and us. Zone4Play intends to have a lien (with priority over Zone4Play
DE) on all of our assets including our shares in our subsidiaries.

C. INTERESTS OF EXPERT AND COUNSEL

Not applicable


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<PAGE>


ITEM 8 - FINANCIAL INFORMATION

See Item 18.

LEGAL PROCEEDINGS

None.

DIVIDEND POLICY

We currently have no dividend policy. Subject to the provisions of the Isle of
Man Companies Acts 1931-2004, pursuant to the articles of association the
company may by ordinary resolution declare dividends in accordance with the
respective rights of the members, but no dividend shall exceed the amount
recommended by the directors. We have no intention to declare any cash
dividends.

SIGNIFICANT CHANGES

Except as described elsewhere in this ANNUAL REPORT, no significant change has
occurred since the date of the financial statements included in this annual
report.

ITEM 9 - THE OFFER AND LISTING

A. OFFER AND LISTING DETAILS

Our ordinary shares are not listed or quoted on any stock exchange.

B. PLAN OF DISTRIBUTION

Not applicable.

C. MARKETS

Our ordinary shares are not listed or quoted on any stock exchange.

D. SELLING SHAREHOLDERS

Not applicable.

E. DILUTION

Not applicable.

F. EXPENSES OF THE ISSUE

Not applicable.

ITEM 10 - ADDITIONAL INFORMATION

A. SHARE CAPITAL

Not applicable.

B. MEMORANDUM AND ARTICLES OF ASSOCIATION

The following is a summary description of certain provisions of our memorandum
of association and articles of association (corporate charter):

Directors may be interested in company transactions but such interest should be
disclosed to the other directors or company members prior to agreement by the
board or company meeting as appropriate. The director concerned may vote on the
transaction provided he has declared his interest in it. The directors may, at
their discretion raise or borrow, without the consent of the members in general
meeting such sum or sums of money for the purposes of the company's business and
may grant security. There are no stated age limits for directors and directors
need not be shareholders. They do not retire by rotation.


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<PAGE>


All shares issued are unclassified, there is no authorization in force to issue
other classes of shares. Consequently all shares have equal entitlement to
voting rights, dividends, profit shares and other rights and duties. If at any
time the share capital is divided into different classes of shares, the rights
attached to any class (unless otherwise provided by the terms of issue of the
shares of that class) may be varied with the consent in writing of the holders
of all of the issued shares of that class or with the sanction of an
extraordinary resolution passed at a separate general meeting of the holders of
the shares of the class. To every such separate general meeting the provisions
of these articles relating to general meetings shall (in the case of the number
of holders of a particular class of shares being two or more) apply mutatis
mutandis, but so that the necessary quorum shall be at least two persons holding
or representing by proxy one-third of the issued shares of the class and that
any holder of shares of the class present in person or by proxy may demand a
poll. In the case of the number of holders of a particular class of shares being
one, one person holding or representing all the issued shares of the class shall
be a quorum.

By ordinary resolution of the company, the authorized capital may be increased
and that the Company may divide or combine shares within the same class.

Company meetings may be convened by the directors or held on request of members
holding not less than one tenth of such of the paid-up capital of the company as
at the date of making the requisition. Annual general meetings are held
according to Isle of Man law. Members, their properly appointed proxies , the
duly authorized representative of a corporate member, the directors, auditors
and any person invited to do so by the chairman are entitled to attend a meeting
of the company.

There are no limits to ownership of the company shares or to the exercise of
voting rights. Disclosure of ownership is governed by Isle of Man law and any
laws operative in the jurisdictions pertaining to the owners of the shares. The
directors of the company may, at their discretion and without giving any reason
for doing so, decline to register a transfer of a share which is not fully paid
or over which the company has a lien.

C. MATERIAL CONTRACTS

BJ SOFTWARE PURCHASE

On July 12, 2006, we entered into an agreement with Zone4Play's wholly owned
subsidiary, Zone4Play DE under which all right, title, and interest in its
intellectual property rights and assets related to its BJ software was
transferred to us against our delivery of a promissory note in the principal
amount of $2,250,000. See "Item 4.A. History and Development of the Company" for
a description of the note.

BJ SOFTWARE ASSISGNMENT TO RNG

On July 17, 2006, we entered into an agreement with our wholly owned subsidiary
RNG under which we assigned all of our rights in the BJ Software to RNG in
consideration for all outstanding and issued ordinary shares of RNG. RNG is our
research and development arm.

INTER COMPANY AGREEMENT WITH ZONE4PLAY

On July 12, 2006, we entered into an agreement with Zone4Play Israel, a wholly
owned subsidiary of our parent company, Zone4Play, under which we (including our
two subsidiaries) are to receive from Zone4Play Israel., management services,
administrative services including office space and secretarial services, office
supply and communications, and research and development services, in connection
with the development of the BJ Software and other online gaming software as
agreed between the parties. The consideration to be paid by us to Zone4Play
Israel for these services is based on Zone4Play Israel's cost plus 10% of the
cost.

PROMISSORY NOTE WITH ZONE4PLAY

On September 25, 2006 we signed with Zone4Play a promissory note in the
principal amount of $2 million in effect for 2 years (24 months). Principal
shall be paid in one (1) installment and will bear interest of $US Libor +1.5%
per annum. The note will be secured by a Debenture and Equitable Share between
Zone4Play and us. Zone4Play intends to have a lien (with priority over Zone4Play
DE) on all of our assets including our shares in our subsidiaries.


                                       33
<PAGE>


SHARE SUBSCRIPTION AND OPTION AGREEMENT AND SHAREHOLDERS AGREEMENT WITH RNG AND
GOLDEN PALACE

On September 14, 2006, we, RNG, and Golden Palace Limited ("Golden Palace"),
entered into an agreement, which was amended on January 10, 2007, under which
Golden Palace has agreed to invest $600,000 in RNG in return for 20% of the
ordinary shares of RNG. Pursuant to terms of this agreement, Golden Palace has
an option to acquire an additional 30% of the ordinary shares of RNG (but not
more than 50% of RNG or more than the amount owned by Gaming) at a price of
$100,000 per each additional percentage interest of the ordinary shares of RNG,
if the option is exercised on or before September 14, 2008; $180,000 per each
additional percentage interest of the ordinary shares of RNG, if the option is
exercised upon RNG becoming a public traded company or upon the completion of a
private placement of securities for consideration of not less than $4,000,000 to
third parties, at a company valuation of $18,000,000. Such option can be
exercised by Golden Palace during a period commencing on the date of the
agreement and terminating upon the earliest of: (1) September 14, 2008; (2) RNG
becoming a public company; or (3) completion by RNG of a private placement for
securities for consideration of not less than $4,000,000 by third parties, at a
company valuation of $18,000,000. We currently hold 80% of RNG's share capital.
RNG is accounted under the equity method and accordingly we consolidate its
financial statements in which the minority interest represents Golden Palace
current holdings. We have recorded the call option granted to Golden Palace as a
derivative in the long -term liability section. The call option is being
measured at fair value and it is marked to market in accordance with "Accounting
for Freestanding Derivative Financial Instruments Indexed to, and Potentially
Settled in, the Stock of a Consolidated Subsidiary" (EITF 00-6).

SOFTWARE LICENSE AGREEMENT BETWEEN RNG AND GOLDEN PALACE

On October 31, 2006, RNG and Golden Palace entered into a software license
agreement under which RNG has granted Golden Palace a non transferable, limited
license to use, perform, present and operate RNG's Blackjack Software for the
purpose of displaying, managing and operating online gaming according to the
terms and conditions of the agreement. In return, Golden Palace has agreed to
pay RNG a total of $1,000,000 in license fees, integration costs, technical
support fees and advanced royalty fees, as well as additional royalty fees equal
to 15% of the fees charged by Golden Palace from players who participate in the
blackjack game.

SUBLICENSE AND SOFTWARE AGREEMENT BETWEEN GET21 AND GOLDEN PALACE

On November 9, 2006, Get21 and Golden Palace entered into a sublicense and
software agreement under which Golden Palace granted Get21 a world wide, non
exclusive, non transferable sublicense to user interface portion of the
multiplayer blackjack and poker gaming software ("Player Software") and to grant
players the right to use the Player Software. According to the terms of the
agreement, Get21 is responsible for performing all marketing and promotional
functions with respect to bringing players through the URL web address
www.get21.com and www.get21poker.com ("URL") to online gaming multiplayer
blackjack and poker rooms ("Gamerooms") which are operated by Golden Palace.
Get21 and Golden Palace shall share the revenues generated from players who
played in the Gamerooms through the URL according to the terms specified in the
agreement.

D. EXCHANGE CONTROLS

Our ordinary shares may be freely transferred among non-residents of the Isle of
Man under Isle of Man Law. There are no Exchange Control regulations in the Isle
of Man. There are no restrictions upon the payment of foreign currency
dividends, interest or other payments in respect of the Registered Securities.

None of the company's articles of association, memorandum of association or any
other document, nor any Isle of Man law or, to the knowledge of the company, any
foreign law, imposes limitations on the right of non-residents or foreign owners
to hold our company's ordinary shares

E. MATERIAL TAX CONSIDERATIONS

THE FOLLOWING IS A GENERAL SUMMARY ONLY AND SHOULD NOT BE CONSIDERED AS INCOME
TAX ADVICE OR RELIED UPON FOR TAX PLANNING PURPOSES. HOLDERS OF OUR ORDINARY
SHARES SHOULD CONSULT THEIR OWN TAX ADVISORS AS TO THE U.S., ISLE OF MAN OR
OTHER TAX CONSEQUENCES OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR
ORDINARY SHARES, INCLUDING, IN PARTICULAR, THE EFFECT OF ANY FEDERAL, FOREIGN,
STATE OR LOCAL TAXES.


                                       34
<PAGE>


UNDER RECENTLY PROMULGATED US INTERNAL REVENUE SERVICE (IRS) STANDARDS, WE ARE
REQUIRED TO INFORM YOU THAT ONLY FORMAL, WRITTEN TAX OPINIONS MEETING IRS
REQUIREMENTS MAY BE RELIED UPON BY TAXPAYERS FOR THE PURPOSE OF AVOIDING
TAX-RELATED PENALTIES. ACCORDINGLY, THE FOLLOWING IS NOT INTENDED OR WRITTEN TO
BE USED, AND IT CANNOT BE USED, FOR THE PURPOSE OF AVOIDING TAX-RELATED
PENALTIES UNDER THE INTERNAL REVENUE CODE.

U.S. TAXATION

Subject to the limitations described in the next paragraph, the following
discussion describes the material U.S. federal income tax consequences to a U.S.
holder (defined below) arising from the purchase, ownership and disposition of
our ordinary shares. For purposes of this discussion, a U.S. holder is a holder
of ordinary shares that is: (1) an individual citizen or resident of the United
States, including an alien individual who is a lawful permanent resident of the
United States or meets the Substantial Presence Residency test under U.S.
federal income tax rules (2) a corporation (or other entity treated as a
corporation for U.S. federal tax purposes), or a partnership (other than a
partnership that is not treated as a U.S. Person under any applicable Treasury
Regulations), created or organized under the laws of the United States or the
District of Columbia or any political subdivision thereof, (3) an estate, the
income of which is includable in gross income for U.S. federal income tax
purposes regardless of its source, (4) a trust if a court within the United
States is able to exercise primary supervision over the administration of the
trust, and one or more U.S. persons have the authority to control all
substantial decisions of the trust, or if the trust that has a valid election in
effect to be treated as a U.S. person. This summary is for general information
purposes only and does not purport to be a comprehensive description of all of
the U.S. federal income tax considerations that may be relevant to a decision to
purchase our ordinary shares, or (5) any person otherwise subject to U.S.
federal income tax on a net income basis in respect of ordinary shares if such
status as a U.S. holder is not overridden pursuant to the provision of an
applicable tax treaty. This summary generally considers only U.S. holders that
will own our ordinary shares as capital assets. Except to the limited extent
discussed below, this summary does not consider the U.S. tax consequences to a
person that is not a U.S. holder, nor does it describe the rules applicable to
determine a taxpayer's status as a U.S. holder.

This discussion is based on current provisions of the Internal Revenue Code of
1986, as amended, existing and proposed Treasury regulations promulgated
thereunder, and administrative and judicial interpretations thereof, all as in
effect on the date hereof and all of which are subject to change, possibly on a
retroactive basis and open to differing interpretations. This discussion does
not address all aspects of U.S. federal income taxation that may be relevant to
any particular shareholder based on such shareholder's particular circumstances.
In particular, this discussion does not address the tax treatment of a U.S.
holder who is: (1) a bank, insurance company, regulated investment company, or
other financial institution or "financial services entity"; (2) a broker or
dealer in securities or foreign currency; (3) a person who acquires our ordinary
shares in connection with employment or other performance of services or who
acquired ordinary shares in the form of a bonus shares from us; (4) that is
subject to the alternative minimum tax; (5) that holds or owns the ordinary
shares as part of a hedge or as part of a hedging, straddle, conversion or
constructive sale transaction or other Risk-Reduction transaction for U.S.
federal income tax purposes; (6) a tax-exempt entity; (7) real estate
investments; (8) an individual that has expatriated or who is former citizen or
long-term resident of the United States; and (9) a person having a functional
currency other then U.S. dollar. This discussion does not address the tax
treatment of a U.S. holder that owns, directly or constructively, at any time,
shares representing 10% or more of our voting power of value. Additionally, the
tax treatment of persons who hold ordinary shares through a partnership or other
pass-through entity are not considered, nor are the possible application of U.S.
federal gift or estate taxes or alternative minimum tax or any aspect of state,
local or non-U.S. tax laws. Each prospective investor is advised to consult his
or her own tax advisor with respect to the specific U.S. federal and state
income tax consequences to such person of purchasing, holding or disposing of
the ordinary shares.

DISTRIBUTIONS ON ORDINARY SHARES

We have never paid cash dividends on our ordinary shares, and we do not intend
to pay cash dividends in the foreseeable future. In the event that we do pay
dividends, and subject to the discussion under the headings "Passive Foreign
Investment Companies" below, a U.S. holder will be required to include in gross
income as ordinary income the amount of any distribution paid on ordinary
shares, to the extent that such distribution does not exceed our current and
accumulated earnings and profits, as determined for U.S. federal income tax
purposes. The amount of a distribution which exceeds our earnings and profits
will be treated first as a non-taxable return of capital, reducing the U.S.
holder's tax basis for the ordinary shares to the extent thereof, and then as
capital gain. Corporate holders generally will not be allowed a deduction for
dividends received.


                                       35
<PAGE>


The amount of a distribution with respect to our ordinary shares will be
measured by the amount of fair market value of any property distributed. Cash
distributions paid by us in BP will be included in the income of U.S. holders at
a U.S. dollar amount based upon the spot rate of exchange in effect on the date
the dividend is includible in the income of the U.S. holder, and U.S. holders
will have a tax basis in such BP for U.S. federal income tax purposes equal to
such U.S. dollar value. If the U.S. holder subsequently converts the BP, any
subsequent gain or loss in respect of such GP arising from exchange rate
fluctuations will be U.S. source ordinary exchange income or loss.

Distributions paid by us will generally be foreign source income for U.S.
foreign tax credit purposes. Subject to the limitations set forth in the
Internal Revenue Code, U.S. holders may elect to claim a foreign tax credit
against their U.S. income tax liability for any income tax withheld from
distributions received in respect of ordinary shares. In general, these rules
limit the amount allowable as a foreign tax credit in any year to the amount of
regular U.S. tax for the year attributable to foreign taxable income. This
limitation on the use of foreign tax credits generally will not apply to an
electing individual U.S. holder whose creditable foreign taxes during the year
do not exceed $300, or $600 for joint filers, if such individual's gross income
for the tax year from non-U.S. sources consists solely of certain passive
income. A U.S. holder will be denied a foreign tax credit with respect to any
income tax withheld from dividends received with respect to the ordinary shares
if such U.S. holder has not held the ordinary shares for at least 16 days out of
the 31-day period beginning on the date that is 15 days before the ex-dividend
date or to the extent that such U.S. holder is under an obligation to make
certain related payments with respect to substantially similar or related
property. Any day during which a U.S. holder has substantially diminished its
risk of loss with respect to the ordinary shares will not count toward meeting
the 16-day holding period referred to above. A U.S. holder will also be denied a
foreign tax credit if the U.S. holder holds ordinary shares in an arrangement in
which the U.S. holder's reasonably expected economic profit is insubstantial
compared to the foreign taxes expected to be paid or accrued. The rules relating
to the determination of the foreign tax credit are complex, and U.S. holders
should consult their own tax advisors to determine whether and to what extent
they would be entitled to such credit. U.S. holders that do not elect to claim a
foreign tax credit may instead claim a deduction for any income tax withheld,
provided such U.S. holders itemize their deductions.

DISPOSITION OF SHARES

Except as provided under the passive foreign investment company rules described
below, upon the sale, exchange or other disposition of our ordinary shares, a
U.S. holder generally will recognize capital gain or loss in an amount equal to
the difference between such U.S. holder's tax basis for the ordinary shares and
the amount realized on the disposition (or its U.S. dollar equivalent,
determined by reference to the spot rate of exchange on the date of disposition,
if the amount realized is denominated in a foreign currency). The gain or loss
realized on the sale, exchange or other disposition of ordinary shares will be
long-term capital gain or loss if the U.S. holder has a holding period of more
than one year at the time of disposition.

In general, gain realized by a U.S. holder on a sale, exchange or other
disposition of ordinary shares generally will be treated as U.S. source income
for U.S. foreign tax credit purposes. A loss realized by a U.S. holder on the
sale, exchange or other disposition of ordinary shares is generally allocated to
U.S. source income. However, Treasury regulations require the loss to be
allocated to foreign source income to the extent certain dividends were received
by the taxpayer within the 24-month period preceding the date on which the
taxpayer recognized the loss. The deductibility of a loss realized on the sale,
exchange or other disposition of ordinary shares is subject to limitations.

PASSIVE FOREIGN INVESTMENT COMPANIES

We would be a passive foreign investment company, or PFIC, if:

75% or more of our gross income, including the pro rata share of our gross
income for any company, U.S. or foreign, in which we are considered to own 25%
or more of the shares by value, in a taxable year is passive income; or at least
50% of the assets, averaged over the year and generally determined based upon
value, including the pro rata share of the assets of any company of which we are
considered to own 25% or more of the shares by value, in a taxable year are held
for the production of, or produce, passive income.

Under certain "look-through" rules, the assets and income of certain
subsidiaries are taken into account in determining whether a foreign corporation
meets the income test and/or asset test.


                                       36
<PAGE>


Passive income generally consists of dividends, interest, rents, royalties,
annuities and income from certain commodities transactions and from notional
principal contracts. Cash is treated as generating passive income.

If we become a PFIC, each U.S. holder who has not elected to treat us as a
qualified electing fund, "QEF election", or who has not elected to mark the
shares to market as discussed below, would, upon receipt of certain
distributions by us and upon disposition of the ordinary shares at a gain, as if
the distribution or gain had been recognized ratably over the taxpayer's holding
period for the ordinary shares. Amounts allocated to period when we were molt a
PFIC are taxed in the current year as ordinary income. Amounts allocated to
periods when we were a PFIC are taxed at the highest tax rates on ordinary
income for each year in the period, and the resulting tax is subject to an
interest charge. In addition, when shares of a PFIC are acquired by reason of
death from a decedent that is a U.S. holder, the tax basis of the shares does
not receive a step-up to fair market value as of the date of the decedent's
death, but instead would be equal to the decedent's basis if lower, unless all
gain is recognized by the decedent. Indirect investments in a PFIC may also be
subject to special tax rules.

The PFIC rules above would not apply to a U.S. holder who makes a QEF election
for all taxable years that such shareholder has held the ordinary shares while
we are a PFIC, provided that we comply with certain reporting requirements.
Instead, each U.S. holder who has made such a QEF election is required for each
taxable year that we are a PFIC to include in income a PRO RATA share of our
ordinary earnings as ordinary income and a PRO RATA share of our net capital
gain as long-term capital gain, regardless of whether we make any distributions
of such earnings or gain. In general, a QEF election is effective only if we
make available certain required information. The QEF election is made on a
shareholder-by-shareholder basis and generally may be revoked only with the
consent of the IRS. Although we have no obligation to do so, we intend to notify
U.S. holders if we believe we will be treated as a PFIC for any tax year in
order to enable U.S. holders to consider whether to make a QEF election. In
addition, we intend to comply with the applicable information reporting
requirements for U.S. holders to make a QEF election. U.S. holders should
consult with their own tax advisers regarding eligibility, manner and
advisability of making the QEF election if we are treated as a PFIC.

A U.S. holder of PFIC shares which are publicly traded could elect to mark the
shares to market annually, recognizing as ordinary income or loss each year an
amount equal to the difference as of the close of the taxable year between the
fair market value of the PFIC shares and the U.S. holder's adjusted tax basis in
the PFIC shares. Losses would be allowed only to the extent of net
mark-to-market gain previously included by the U.S. holder under the election
for prior taxable years. If the mark-to-market election were made, then the
rules set forth above would not apply for periods covered by the election.

We do not anticipate being a PFIC in 2006. The tests for determining PFIC
status, however, are applied annually, and it is difficult to make accurate
predictions of future income and assets which are relevant to this
determination. Accordingly, there can be no assurance that we will not become a
PFIC. U.S. holders who hold ordinary shares during a period when we are a PFIC
will be subject to the foregoing rules, even if we cease to be a PFIC, subject
to certain exceptions for U.S. holders who made a QEF or mark-to-market
election. U.S. holders are strongly urged to consult their tax advisors about
the PFIC rules, including the eligibility, manner and consequences to them of
making a QEF or mark-to-market election with respect to our ordinary shares in
the event that we qualify as a PFIC.

BACKUP WITHHOLDING

A U.S. holder may be subject to backup withholding (currently at a rate of 28%)
with respect to cash dividend payments and proceeds from a disposition of
ordinary shares. In general, backup withholding will apply only if a U.S. holder
fails to comply with certain identification procedures. Backup withholding will
not apply with respect to payments made to certain exempt recipients, such as
corporations and tax-exempt organizations. Backup withholding is not an
additional tax and may be claimed as a credit against the U.S. federal income
tax liability of a U.S. holder, provided that the required information is timely
furnished to the IRS.

NON-U.S. HOLDERS OF ORDINARY SHARES

Except as provided below, an individual, corporation, estate or trust that is
not a U.S. holder generally will not be subject to U.S. federal income or
withholding tax on the payment of dividends on, and the proceeds from the
disposition of, an ordinary share.


                                       37
<PAGE>


A non-U.S. holder may be subject to U.S. federal income or withholding tax on a
dividend paid on an ordinary share or the proceeds from the disposition of an
ordinary share if (1) such item is effectively connected with the conduct by the
non-U.S. holder of a trade or business in the United States and, in the case of
a resident of a country which has an income tax treaty with the United States,
such item is attributable to a permanent establishment or, in the case of gain
realized by an individual non-U.S. holder, a fixed place of business in the
United States, or (2) in the case of a disposition of an ordinary share, the
individual non-U.S. holder is present in the United States for 183 days or more
in the taxable year of the sale and certain other conditions are met.

In general, non-U.S. holders will not be subject to the 28% backup withholding
with respect to the payment of dividends on ordinary shares if payment is made
through a paying agent, or office of a foreign broker outside the United States.
However, if payment is made in the United States or by a U.S. related person,
non-U.S. holders may be subject to backup withholding, unless the non-U.S.
holder provides a taxpayer identification number, certifies to its foreign
status, or otherwise establishes an exemption. A U.S. related person for these
purposes is a person with one or more current relationships with the United
States.

Non-U.S. holders generally may be subject to backup withholding at a rate of 28%
on the payment of the proceeds from the disposition of ordinary shares to or
through the U.S. office of a broker, whether domestic or foreign, or the office
of a U.S. related person, unless the holder provides a taxpayer identification
number, certifies to its foreign status or otherwise establishes an exemption.
Non-U.S. holders will not be subject to backup withholding with respect to the
payment of proceeds from the disposition of ordinary shares by a foreign office
of a broker.

The amount of any backup withholding from a payment to a non-U.S. holder will be
allowed as a credit against such holder's U.S. federal income tax liability and
may entitle such holder to a refund, provided that the required information is
timely furnished to the IRS.

ISLE OF MAN TAXATION

No estate, inheritance, succession, or gift tax, rate, duty, levy or other
charge is payable in the Isle of Man with respect to any shares, debt
obligations or other securities of the company.

There is no reciprocal (double) tax treaty between the Isle of Man and the
United States but there is an Exchange of Information Agreement relating to
taxes between the Isle of Man and the United States.

F. DIVIDENDS AND PAYING AGENTS

Not applicable.

G. STATEMENTS BY EXPERTS

Not applicable.

H. DOCUMENTS ON DISPLAY

We are subject to the informational requirements of the Exchange Act applicable
to foreign private issuers and fulfill the obligations with respect to such
requirements by filing reports with the SEC. You may read and copy any document
we file with the SEC without charge at the SEC's public reference room at 100 F
Street, N.E., Washington, D.C. 20549. Copies of such material may be obtained by
mail from the Public Reference Branch of the SEC at such address, at prescribed
rates. Please call the SEC at 1-800-SEC-0330 for further information on the
public reference room. Certain of our SEC filings are also available to the
public at the SEC's website at http://www.sec.gov.

As a foreign private issuer, we are exempt from the rules under the Exchange Act
prescribing the furnishing and content of proxy statements, and our officers,
directors and principal shareholders are exempt from the reporting and
"short-swing" profit recovery provisions contained in Section 16 of the Exchange
Act. In addition, we are not required under the Exchange Act to file periodic
reports and financial statements with the SEC as frequently or as promptly as
United States companies whose securities are registered under the Exchange Act.

I. SUBSIDIARY INFORMATION

Not applicable.


                                       38
<PAGE>


ITEM 11 - QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market risks relating to our operations may result primarily from weak economic
conditions in the markets in which we sell our products, online gaming
regulatory changes, problems with internet infrastructure, and changes in
exchange rates or in interest rates. We currently have no involvement with
derivative financial instruments. In the future, we may carry out transactions
involving foreign exchange derivative financial instruments (forward exchange
contracts). These transactions will not qualify for hedge accounting under SFAS
133, and are designed to minimize non-dollar currency exposure resulting from
the difference between non-dollar financial assets and liabilities

For disclosure on our foreign currency risk and government policies related
risks see "Item 5. Operating and Financial Review and Prospects" above

ITEM 12 - DESCRIPTION OF SECURITIES OTHER THEN EQUITY SECURITIES

Not applicable.

                                    PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.

ITEM 14. MATERIAL MODIFICATION TO THE RIGHTS OF SECURITY HOLDERS AND USE OF
         PROCEEDS

Not applicable.

ITEM 15. CONTROLS AND PROCEDURES

Our management, including our chief executive officer, or CEO, and chief
financial officer, or CFO, is responsible for establishing and maintaining our
disclosure controls and procedures (within the meaning of Rule 13a-15(e) of the
Exchange Act). These controls and procedures were designed to ensure that
information required to be disclosed in the reports that we file or submit under
the Exchange Act, is recorded, processed, summarized and reported within the
time periods specified in the rules and forms of the SEC and that such
information was accumulated and communicated to our management, including our
CEO and CFO, as appropriate to allow timely decisions regarding required
disclosure. We evaluated these disclosure controls and procedures under the
supervision of our CEO and CFO as of December 31, 2006. Based upon that
evaluation, our management, including our CEO and CFO, concluded that our
disclosure controls and procedures are effective.

     INTERNAL CONTROL OVER FINANCIAL REPORTING. There were no changes to our
internal control over financial reporting that occurred during the year ended
December 31, 2006 that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.

ITEM 16. [RESERVED]

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

We do not have an audit committee financial expert as defined in Item 401 of
Regulation S-K because at this time we are a wholly owned subsidiary of
Zone4Play.

ITEM 16B. CODE OF ETHICS

We have not adopted a code of ethics to date because at this time we are a
wholly owned subsidiary of Zone4Play. We have no independent management or
employees.

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

     The following table summarizes the fees of Ziv Haft, a member of the BDO
     network, our independent registered public accounting firm, billed since
     our inception for audit services and other services:


                                       39
<PAGE>


Fee Category            2006
                      -------

Audit Fees (1)        $ 7,500

All Other Fees(2)     $35,000
                      -------

Total Fees            $42,500
                      -------

     (1)  Consists of fees for professional services rendered in connection with
          the audit of our financial statements for the Period from inception
          (July 11, 2006) to December 31 2006.

     (2)  Consists of fees relating to review of our registration statement on
          form 20-F.

     We do not currently have any pre-approval policies. Rather, our board which
     currently performs the functions of an audit committee pre approves
     services on a case by case basis.

ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS OF AUDIT COMMITTEE

Not applicable.

ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

Neither we, nor any affiliated purchaser of our company, have repurchased any of
our securities during 2006.

                                    PART III

ITEM 17 - FINANCIAL STATEMENTS

We have responded to Item 18 in lieu of this item.

ITEM 18 - FINANCIAL STATEMENTS

The Financial Statements required by this item are found at the end of this
ANNUAL REPORT, beginning on page F-1.

ITEM 19 - EXHIBITS

     (a)  Financial Statements

                    1.   Reports of Independent Registered Public Accounting
                         Firm

                    2.   Balance Sheets

                    3.   Statements of Operations

                    4.   Statements of Changes in net assets Deficiency

                    5.   Statements of Cash Flows

                    6.   Notes to Financial Statements

     (b)  Exhibits

     EXHIBIT NO.    EXHIBIT

     1.1            Memorandum of Association of Gaming Ventures plc.*

     1.2            Articles of Association of Gaming Ventures plc.*

     2.1            Specimen Share Certificate.*

     4.1            Software Assignment agreement dated July 12, 2006 between
                    Gaming Ventures plc and Zone 4 Play, Inc.*

     4.2            Services Agreement dated July 12, 2006 between Gaming
                    Ventures plc and Zone 4 Play (Israel), Ltd.*

     4.3            Software Assignment Agreement dated July 17, 2006 between
                    Gaming Ventures plc and RNG Gaming Limited.*


                                       40
<PAGE>


     4.4            Share Subscription and Option Agreement dated September 14,
                    2006 by and among Gaming Ventures plc, RNG Gaming Limited
                    and Golden Palace Ltd.**

     4.5            Shareholders Agreement dated September 14, 2006 by and among
                    Gaming Ventures plc, RNG Gaming Limited and Golden Palace
                    Ltd.**

     4.6            Promissory Note dated September 25, 2006 between Gaming
                    Ventures Plc and Zone 4 Play, Inc. **

     4.7            Software License Agreement dated October 31, 2006, by and
                    among, RNG Gaming Ltd. and Golden Palace Ltd. (incorporated
                    by reference to Exhibit 10.1 to Zone4Play's Current Report
                    on Form 8-K filed with the Securities and Exchange
                    Commission on November 6, 2006).

     4.8            Sublicense and Services Agreement dated November 9, 2006
                    between Get21 Limited and Golden Palace Ltd. (incorporated
                    by reference to Exhibit 10.3 to Zone4Play's Quarterly Report
                    on Form 10Q-SB filed with the Securities and Exchange
                    Commission on November 14, 2006.

     8.1            Principal subsidiaries of Gaming Ventures plc.***

     12.1           Certification of Chief Executive Officer pursuant to Rule
                    13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act
                    of 1934, as amended.***

     12.2           Certification of Chief Financial Officer pursuant to Rule
                    13a-14(a) and Rule 15d-14(a) of the Securities Exchange Act
                    of 1934, as amended.***

     13.1           Certification of Chief Executive Officer and Chief Financial
                    Officer pursuant to 18 U.S.C. Section 1350, as adopted
                    pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
                    ***

* Incorporated by reference to the corresponding exhibit of Gaming Ventures
plc's registration statement number 000-52163 on Form 20-F filed with the
Securities and Exchange Commission on August 4, 2006.

** Incorporated by reference to the corresponding exhibit of Gaming Ventures
plc's registration statement number 000-52163 on Form 20-F as amended, filed
with the Securities and Exchange Commission on September 28, 2006.

*** Filed herewith.

                                   SIGNATURES

     The registrant hereby certifies that it meets all of the requirements for
filing on Form 20-F and has duly caused and authorized the undersigned to sign
this ANNUAL REPORT on its behalf.


                                             GAMING VENTURES PLC

                                             By: /s/ Uri Levy
                                             -----------------------------------
Date: July 17, 2007                          Uri Levy, Chief Executive Officer
                                             and Chief Financial Officer


                                       41
<PAGE>


                    GAMING VENTURES PLC AND ITS SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                             AS OF DECEMBER 31, 2006

                                 IN U.S. DOLLARS

                                      INDEX

                                                                   PAGE
                                                                 ---------

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM             F-2

CONSOLIDATED BALANCE SHEET                                       F-3 - F-4

CONSOLIDATED STATEMENT OF OPERATIONS                                F-5

STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIENCY                    F-6

CONSOLIDATED STATEMENT OF CASH FLOWS                             F-7 - F-8

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                       F-9 - F-18


                                     F - 1
<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

                             TO THE SHAREHOLDERS OF

                               GAMING VENTURES PLC

     We have audited the accompanying consolidated balance sheet of Gaming
Ventures Plc (the "Company") and its subsidiaries as of December 31, 2006 and
the related consolidated statement of operations changes in stockholder's
deficiency and cash flows for the period commencing July 11, 2006 (inception) to
December 31, 2006. These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements based on our audit.

     We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. We were not engaged to
perform an audit of the Company's internal control over financial reporting. Our
audit included consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the
Company's internal control over financial reporting. Accordingly, we express no
such opinion. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audit provide a reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of the Company and
its subsidiaries as of December 31, 2006 and the consolidated result of its
operations and cash flows for the period commencing July 11, 2006 (inception) to
December 31, 2006, in conformity with accounting principles generally accepted
in the United States of America.

     The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
1b to the consolidated financial statements, the Company has suffered losses
from operations and has stockholder's deficiency that raise substantial doubt
about the Company's ability to continue as a going concern. The consolidated
financial statements do not include any adjustments to reflect the possible
future effects on the recoverability and classification of assets or the amount
and classification of liabilities that may result from the outcome of these
uncertainties.

Tel Aviv, Israel
July 17, 2007

                                                      /s/ Ziv Haft
                                                      ------------
                                                        Ziv Haft
                                            Certified Public Accountants (Isr.)
                                                     BDO Member Firm


                                     F - 2
<PAGE>


                                       GAMING VENTURTES PLC AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEET
--------------------------------------------------------------------------------
U.S. DOLLARS, EXCEPT SHARE DATA

                                                                    DECEMBER 31,
                                                                    ----------
                                                                       2006
                                                                    ----------

    ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                         $  638,309
  Trade receivables                                                    795,452
  Other accounts receivable, prepaid expenses and related parties       22,223
                                                                    ----------

TOTAL current assets                                                 1,455,984
                                                                    ----------

PROPERTY AND EQUIPMENT, NET (Note 4)                                    86,735
                                                                    ----------

Total assets                                                        $1,542,719
                                                                    ==========

The accompanying notes are an integral part of the consolidated financial
statements.


                                     F - 3
<PAGE>


                                       GAMING VENTURTES PLC AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEET
--------------------------------------------------------------------------------
U.S. DOLLARS, EXCEPT SHARE DATA

                                                                   DECEMBER 31,
                                                                   ------------
                                                                       2006
                                                                   ------------

    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES:
  Trade payables                                                   $    144,520
  Advance payments                                                       44,745
  Related parties                                                     1,575,320
  Promissory note current portion (Note 1c )                            450,000
                                                                   ------------

TOTAL current liabilities                                             2,214,585
                                                                   ------------

LONG TERM LIABILITIES:

  Call option (Note 6.b)                                                114,850
  Promissory note (Note 1c)                                           1,872,840
                                                                   ------------
TOTAL long term liabilities                                           1,987,690
                                                                   ------------

MINORITY INTEREST                                                       138,374

STOCKHOLDERS' DEFICIENCY (Note 6):
  Common stock of (pound)0.0001 par value:
  Authorized: 55,000,000 shares at December 31, 2006; Issued and
    outstanding: 32,315,698 shares at December 31, 2006                   5,960
  Additional paid-in capital                                            341,150
  Accumulated deficit                                                (3,145,040)
                                                                   ------------

TOTAL stockholders' deficiency                                       (2,797,930)
                                                                   ------------

TOTAL liabilities and stockholders' deficiency                     $  1,542,719
                                                                   ============

The accompanying notes are an integral part of the consolidated financial
statements.


                                     F - 4
<PAGE>


                                       GAMING VENTURTES PLC AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENT OF OPERATIONS
--------------------------------------------------------------------------------
U.S. DOLLARS, EXCEPT SHARE DATA

                                                PERIOD FROM INCEPTION
                                                  (JULY 11, 2006) TO
                                                     DECEMBER 31,
                                                     -----------
                                                         2006
                                                     -----------

Revenues                                             $   837,457
Cost of revenues                                          36,167
                                                     -----------

Gross profit                                             801,290
                                                     -----------

Operating expenses:
  Research and development                               696,310
  Selling and marketing                                  772,600
  General and administrative                             133,658
                                                     -----------

TOTAL operating expenses                               1,602,568
                                                     -----------

Operating loss                                           801,278

Financial expenses, net                                   69,388
                                                     -----------

Loss before Taxes on Income                              870,666
                                                     -----------

Taxes on income (Note 7)                                       -
                                                     -----------

Minority interests in profits of subsidiaries             24,374
                                                     -----------

Net loss                                             $   895,040
                                                     ===========

Basic and diluted net loss per share                 $     0.028
                                                     ===========

Weighted average number of common stock used in
  computing basic and diluted net loss per share      32,315,698
                                                     ===========

The accompanying notes are an integral part of the consolidated financial
statements.


                                     F - 5
<PAGE>


                                       GAMING VENTURTES PLC AND ITS SUBSIDIARIES

STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIENCY
--------------------------------------------------------------------------------
U.S. DOLLARS, EXCEPT SHARE DATA

<TABLE>
<CAPTION>
                                                                              ADDITIONAL                       TOTAL
                                                    COMMON        SHARE        PAID-IN      ACCUMULATED     STOCKHOLDERS'
                                                    STOCK        CAPITAL       CAPITAL        DEFICIT        DEFICIENCY
                                                  ----------     --------     ---------     -----------      -----------
                                                    NUMBER        AMOUNT
                                                  ----------     --------
<S>                                               <C>            <C>          <C>           <C>              <C>
BALANCE AT JULY 11, 2006 (INCEPTION)                       -     $      -     $       -     $         -      $         -

Company incorporation                             32,315,698        5,960                                          5,960
Purchase of blackjack software from Zone4Play
  DE (Note 1c)                                                                               (2,250,000)      (2,250,000)
Unrealized gain resulting from share issuance
  to minority shareholders in a subsidiary
  (Note 6b)                                                                     341,150                          341,150
Net loss                                                   -                                   (895,040)        (895,040)
                                                  ----------     --------     ---------     -----------      -----------

BALANCE AT DECEMBER 31, 2006                      32,315,698     $  5,960     $ 341,150     $(3,145,040)     $(2,797,930)
                                                  ==========     ========     =========     ===========      ===========
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.


                                     F - 6
<PAGE>


                                       GAMING VENTURTES PLC AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS
--------------------------------------------------------------------------------
U.S. DOLLARS, EXCEPT SHARE DATA

<TABLE>
<CAPTION>
                                                                                   PERIOD FROM
                                                                               INCEPTION (JULY 11,
                                                                                2006) TO DECEMBER
                                                                                       31,
                                                                                   -----------
                                                                                      2006
                                                                                   -----------
<S>                                                                                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:

  Net loss                                                                         $  (895,040)
  Adjustments required to reconcile net loss to net cash provided by operating
    activities:
    Depreciation and amortization                                                        2,203
    Increase in trade and other accounts receivable                                   (817,675)
    Increase  in trade payables                                                        144,520
    Increase  in advance payments                                                       44,745
    Increase  in related parties                                                     1,486,382
    Minority interests in profits of subsidiaries                                       24,374
    Interest on promissory note                                                         72,840
                                                                                   -----------

Net cash provided by operating activities                                               62,349
                                                                                   -----------

CASH FLOWS FROM FINANCING ACTIVITIES:

  Issue of shares in respect to the Company incorporation                                5,960
  Issuance in subsidiary to a minority shareholders                                    570,000
                                                                                   -----------

Net cash provided by financing activities                                              575,960
                                                                                   -----------

Increase in cash and cash equivalents                                                  638,309
Cash and cash equivalents at the beginning of the period                                     -
                                                                                   -----------

Cash and cash equivalents at the end of the period                                 $   638,309
                                                                                   ===========
</TABLE>

The accompanying notes are an integral part of the consolidated financial
statements.


                                     F - 7
<PAGE>


                                       GAMING VENTURTES PLC AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS
--------------------------------------------------------------------------------
U.S. DOLLARS, EXCEPT SHARE DATA

                                                      PERIOD FROM
                                                  INCEPTION (JULY 11,
                                                   2006) TO DECEMBER
                                                          31,
                                                       ----------
                                                          2006
                                                       ----------

NON-CASH TRANSACTION
  Purchase of property and equipment                   $   88,938
                                                       ----------

   Gain on realization of shareholdings                $  341,150
                                                       ----------

   Promissory note AGAINST PURCHASE OF TECHNOLOGY      $2,250,000
                                                       ----------

SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
  Cash paid during the period for:
  Interest                                             $        -
                                                       ----------

  Income taxes                                         $        -

The accompanying notes are an integral part of the consolidated financial
statements.


                                     F - 8
<PAGE>


                                        GAMING VENTURES PLC AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. DOLLARS, EXCEPT SHARE DATA

NOTE 1:- GENERAL

     a.   Gaming Ventures Plc ("Gaming Ventures"), was incorporated under the
          laws of the Isle of Man on July 11, 2006. Gaming Ventures conducts its
          operations and business with and through its subsidiaries: RNG Gaming
          Ltd, an Isle of Man corporation incorporated on July 12, 2006 and
          which the Company holds 80% of its share capital and is engaged in
          development its software and license it to third parties ("RNG"), and
          Get21 Limited, an Isle of Man corporation incorporated on July 12,
          2006 and a wholly -owned subsidiary which provides marketing services
          for gaming applications ("Get21").

     b.   The accompanying consolidated financial statements have been prepared
          assuming that the Company will continue as a going concern. The
          Company has suffered losses from operations since inception. For the
          period since inception to December 31, 2006 the Company incurred a net
          loss and has accumulated deficit of $3,145,040. Despite its net loss,
          the Company has been able to secure financing in order to support its
          operation to date, based on shares issuances and receiving services
          from the parent company. Management believes that, despite the
          financial hurdles and funding uncertainties going forward, it has
          under development a business plan that, if successfully funded and
          executed as part of a financial restructuring can significantly
          improve operating results. The consolidated financial statements do
          not include any adjustments that may result from the outcome of this
          uncertainty

     c.   According to an agreement between the Gaming Ventures and Zone4Play,
          Inc (a Delaware Company) ("Zone4Play DE"), Gaming Ventures purchased
          from Zone4Play DE all right, title, and interest in its intellectual
          property rights and assets related to its Black Jack business ("BJ
          Business") on a "going concern" and "as is" basis, in exchange for a
          promissory note in the principal amount of $2.25M. The valuation is
          based on an appraisal report made by an independent appraiser. This
          promissory note shall be in effect for Five Years (60 months).
          Principal shall be paid in five (5) equal annual installments of $
          450,000 each and will bear interest of $US Libor +1.5% per annum. The
          note is secured by a Debenture and Equitable Share Charge between
          Zone4Play DE and Gaming Ventures. Zone4Play DE has a lien on all of
          Gaming Ventures' assets including its shares in its subsidiaries. The
          entire amount was recorded as a capital surplus since it reflects a
          transaction among Zone4Play group. The technology was previously
          recorded in Zone4Play DE financial statements at a book value of zero.

     d.   Zone4Play, Inc (a Nevada Company, "Zone4Play NE), as the holding
          company of Gaming Ventures has the intention of spinning off the
          shares of Gaming Ventures to its shareholders. In order to affect the
          spinoff to the shareholders, the Board of Zone4Play NE has the
          intention to declare and set a record date for a dividend in kind of
          the shares of the Company on a one-for-one pro rata basis to the
          shareholders of Zone4Play NE as of the record date.

     e.   On August 4, 2006, Gaming Ventures filed with the Securities and
          Exchange Commission ("SEC") a registration statement on Form 20-F,
          which is now effective. As a result, Gaming Ventures is now a separate
          reporting entity with the SEC that has the reporting obligations of a
          foreign private issuer. The company shares are not tradable.

     f.   Concentration of risk that may have a significant impact on the
          Company:

          The Company derived 100% of its revenues in the year 2006 from 1 major
          customer (see Note 5b).


                                     F - 9
<PAGE>


                                        GAMING VENTURES PLC AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. DOLLARS, EXCEPT SHARE DATA

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES

     The consolidated financial statements are prepared in accordance with
     generally accepted accounting principles in the United States ("U.S.
     GAAP").

     a.   Use of estimates:

          The preparation of financial statements in conformity with generally
          accepted accounting principles requires management to make estimates
          and assumptions that affect the amounts reported in the financial
          statements and accompanying notes. Actual results could differ from
          those estimates.

     b.   Financial statements in U.S. dollars:

          Most of the revenues of the Company and most of its subsidiaries are
          generated in U.S. dollars ("dollar"). Company's management believes
          that the dollar is the primary currency of the economic environment in
          which the Company operates. Thus, the functional and reporting
          currency of the Company and certain of its subsidiaries is the dollar.

          Accordingly, monetary accounts maintained in currencies other than the
          dollar are remeasured into U.S. dollars in accordance with Statement
          of Financial Accounting Standard No. 52, "Foreign Currency
          Translation" ("SFAS No. 52"). All transactions gains and losses of the
          remeasurement of monetary balance sheet items are reflected in the
          consolidated statements of operations as financial income or expenses
          as appropriate.

     c.   Principles of consolidation:

          The consolidated financial statements include the accounts of the
          Company and its subsidiaries. Intercompany transactions and balances,
          have been eliminated upon consolidation.

     d.   Cash equivalents:

          Cash equivalents are short-term highly liquid investments that are
          readily convertible to cash with original maturities of three months
          or less.

     e.   Property and equipment:

          Property and equipment are stated at cost, net of accumulated
          depreciation. Depreciation is computed using the straight-line method,
          over the estimated useful lives of the assets, at the following annual
          rates:

                                                                          %
                                                                       --------

          Computers and peripheral equipment                             33


                                     F - 10
<PAGE>


                                        GAMING VENTURES PLC AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. DOLLARS, EXCEPT SHARE DATA

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (CONT.)

     f.   Impairment of long-lived assets:

          The Company's long-lived assets are reviewed for impairment in
          accordance with Statement of Financial Accounting Standard No. 144,
          "Accounting for the Impairment or Disposal of Long- Lived Assets"
          ("SFAS No. 144") whenever events or changes in circumstances indicate
          that the carrying amount of an asset may not be recoverable.
          Recoverability of assets to be held and used is measured by a
          comparison of the carrying amount of an asset to the future
          undiscounted cash flows expected to be generated by the asset. If such
          asset is considered to be impaired, the impairment to be recognized is
          measured by the amount by which the carrying amount of the asset
          exceeds the fair value. As of December 31, 2006 no impairment losses
          have been identified.

     g.   Revenue recognition:

          The Company accounts for revenues from software applications
          agreements in accordance with Statement of Position ("SOP") 97-2,
          "Software Revenue Recognition", as amended ("SOP 97-2"). The revenue
          from license fees is recognized when persuasive evidence of an
          agreement exists, delivery of the product has occurred, no significant
          obligations with regard to implementation remain, the fee is fixed or
          determinable and collectibility is probable.

          SOP 97-2 specifies that extended payment terms in a licensing
          arrangement may indicate that the license fees are not deemed to be
          fixed or determinable. If the fee is not fixed or determinable,
          revenue is recognized as payments become due from the customer unless
          collection is not considered probable then revenue is recognized as
          payments are collected from the customer, provided that all other
          revenue recognition criteria have been met.

          The arrangements that include multiple elements are usually
          arrangements where the Company sells software products and Post
          Contract Support ("PCS"). For these multiple elements, SOP 97-2
          requires that the fair value of each component in a multiple element
          arrangement will be determined based on the vendor's specific
          objective evidence ("VSOE") for that element, and revenue is allocated
          to each component based on its fair value.

          SOP 98-9 requires that revenue be recognized under the "residual
          method" when VSOE does not exist for all the delivered elements, VSOE
          of fair value exists for all undelivered elements, and all other SOP
          97-2 criteria are met. Under the residual method, any discount in the
          arrangement is allocated to the delivered elements. The specific
          objective evidence for the PCS is established by the price charged on
          separate PCS renewal contracts. The revenue associated with the
          delivered elements is recognized using the residual method discussed
          above.

          Revenues from software licenses that require significant
          customization, integration and installation that take a short period
          of time to complete are recognized in accordance with Statement of
          Position 81-1, "Accounting for Performance of Construction - Type and
          Certain Production Type Contracts" ("SOP 81-1"), using the complete
          contract accounting method. After delivery, if uncertainty exists
          about customer acceptance of the software, license revenue is not
          recognized until acceptance. Provisions for estimated losses on
          uncompleted contracts are made in the period in which such losses are
          first determined, in the amount of the estimated loss on the entire
          contract. As of December 31, 2006, no such estimated losses were
          identified.


                                     F - 11
<PAGE>


                                        GAMING VENTURES PLC AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. DOLLARS, EXCEPT SHARE DATA

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (CONT.)

          The Company is entitled to royalties from revenue sharing arrangements
          upon sublicensing of the Company's products to end-users. The Company
          recognizes royalties from revenue sharing arrangements during the
          period based on reports obtained from its customers through the
          reporting period on a monthly basis.

     h.   Research and development costs:

          Research and development costs are charged to the Statement of
          Operations as incurred. SFAS No. 86 "Accounting for the Costs of
          Computer Software to be Sold, Leased or Otherwise Marketed", requires
          capitalization of certain software development costs subsequent to the
          establishment of technological feasibility.

          Based on the Company's product development process, technological
          feasibility is established upon completion of a working model. Costs
          incurred by the Company between completion of the working models and
          the point at which the products are ready for general releases have
          been insignificant. Therefore, all research and development costs have
          been expensed.

     i.   Income taxes:

          The Company and its subsidiaries account for income taxes in
          accordance with SFAS, "Accounting for Income Taxes" ("SFAS No. 109").
          This statement prescribes the use of the liability method whereby
          deferred tax assets and liability account balances are determined
          based on differences between financial reporting and tax bases of
          assets and liabilities and are measured using the enacted tax rates
          and laws that will be in effect when the differences are expected to
          reverse. The Company and its subsidiaries provide a valuation
          allowance, if necessary, to reduce deferred tax assets to their
          estimated realizable value.

     j.   Concentrations of credit risk:

          Financial instruments that potentially subject the Company and its
          subsidiaries to concentrations of credit risk consist principally of
          cash and cash equivalents and trade receivables. The majority of the
          Company's cash and cash equivalents are invested in dollar instruments
          with major banks in the Isle of Man. Such cash and cash equivalents in
          the Isle of Man may be in excess of insured limits and are not insured
          in other jurisdictions. Management believes that the financial
          institutions that hold the Company's investments are financially sound
          and accordingly, minimal credit risk exists with respect to these
          investments.

          Trade receivables of the Company and its subsidiaries are derived from
          sales to customers located primarily in Antigua and Barbuda. The
          Company performs ongoing credit evaluations of its customers and to
          date has not experienced any material losses.

          The Company and its subsidiaries have no off-balance-sheet
          concentration of credit risk such as foreign exchange contracts,
          option contracts or other foreign hedging arrangements.

     k.   Fair value of financial instruments:

          The following methods and assumptions were used by the Company and its
          subsidiaries in estimating their fair value disclosures for financial
          instruments:


                                     F - 12
<PAGE>


                                        GAMING VENTURES PLC AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. DOLLARS, EXCEPT SHARE DATA

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (CONT.)

          The carrying amounts of cash and cash equivalents, trade receivables,
          other accounts receivable, trade payables and other accounts payable
          approximate their fair value due to the short-term maturity of such
          instruments.

          The call option is measured at fair value using Black - Scholes
          pricing model. The promissory note bears interest of $U.S. Libor +1.5%
          per annum.

     l.   Basic and diluted net loss per share:

          Earnings (loss) per share ("EPS") were computed in accordance with
          provisions of SFAS No. 128"Earnings per share" ("SAFS 128"). SFAS 128
          requires the presentation of both basic and diluted EPS. Basic net
          earnings (loss) per share is computed based on the weighted average
          number of common shares outstanding during each year. Diluted earnings
          (loss) per share is computed based on the weighted average number of
          common shares outstanding during each year, plus dilutive potential
          common shares considered outstanding during the year.

     m.   Gain on Realization of Shareholdings:

          Gain on realization of shareholdings includes the results of
          realization of the Company's shareholdings in investee arising either
          from the sale of such shareholdings or from issuance of stock by the
          investee to third parties, which is recognized in accordance with the
          provisions of Staff Accounting Bulletin No. 51 ("SAB 51") of the
          Securities and Exchange Commission ("SEC") or SAB Topic 5H, where the
          investee is a newly-formed, in a process of research and development,
          start-up or development Stage Company.

     n.   Advertising Costs

          The Company expenses advertising costs as incurred. Advertising costs
          for the period from inception (July 11, 2006) to December 31, 2006
          were $109,348.

     q.   Impact of recently issued Accounting Standards:

          In February 2006, the Financial Accounting Standards Board ("FASB")
          issued SFAS No. 155, "Accounting for Certain Hybrid Financial
          Instruments, an Amendment of FASB Statements No. 133 and 140". This
          statement permits fair value measurement for any hybrid financial
          instrument that contains an embedded derivative that otherwise would
          require bifurcation. This statement is effective for all financial
          instruments acquired or issued after the beginning of an entity's
          first fiscal year that begins after September 15, 2006. The Company is
          currently evaluating the impact of this statement, if any, on its
          consolidated financial statements.


                                     F - 13
<PAGE>


                                        GAMING VENTURES PLC AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. DOLLARS, EXCEPT SHARE DATA

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (CONT.)

          In July 2006, the FASB issued FASB Interpretation No 48 ("FIN 48"),
          "Accounting for Uncertainty in Income Taxes an interpretation of SFAS
          No. 109." This financial interpretation clarifies the accounting for
          uncertainty in income taxes, and prescribes a recognition threshold
          and measurement attributes for the financial statement recognition and
          measurement of a tax position taken or expected to be taken in a tax
          return. FIN 48 also provides guidance on various related matters such
          as derecognition, interest and penalties and disclosure. As applicable
          to the Company, the interpretation prescribed by FIN 48 will be
          effective commencing January 1, 2007. The Company is currently
          evaluating the impact that the adoption of FIN 48 would have on its
          consolidated financial statements.

          In September 2006, the FASB issued SFAS No. 157, "Fair Value
          Measurements". This standard establishes a framework for measuring
          fair value and expands related disclosure requirements; however, it
          does not require any new fair value measurement. As applicable to the
          Company, this statement will be effective as of the year beginning
          January 1, 2008. The Company is currently evaluating the impact that
          the adoption of SFAS No. 157 would have on its consolidated financial
          statements.

          In September 2006, the SEC issued Staff Accounting Bulletin 108, which
          expresses the Staff's views regarding the process of quantifying
          financial statement misstatements. The bulletin was effective as of
          the year beginning January 1, 2006. The implementation of this
          bulletin had no impact on the Company's consolidated financial
          statements.

          In February 2007, the FASB issued FAS 159, "The Fair Value Option for
          Financial Assets and Financial Liabilities." This standard permits
          entities to choose to measure many financial assets and financial
          liabilities at fair value. Unrealized gains and losses on items for
          which the fair value option has been elected are reported in earnings.
          As applicable to the Company, this statement will be effective as of
          the year beginning January 1, 2008. The Company is currently
          evaluating the impact that the adoption of FAS 159 would have on its
          consolidated financial statements.

NOTE 4:- PROPERTY AND EQUIPMENT, NET

                                        DECEMBER 31,
                                          -------
                                           2006
                                          -------

Cost:

   Computers and peripheral equipment     $88,939
                                          -------

Accumulated depreciation:

   Computers and peripheral equipment       2,204
                                          -------

Depreciated cost                          $86,735
                                          =======

Depreciation expenses totaled $ 2,204 for the period ended December 31, 2006.


                                     F - 14
<PAGE>


                                        GAMING VENTURES PLC AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. DOLLARS, EXCEPT SHARE DATA

NOTE 5:- GEOGRAPHIC INFORMATION AND MAJOR CUSTOMERS

     a.   Summary information about geographic areas:

          The Company manages its business on the basis of one reportable
          segment (see Note 1 for a brief description of the Company's business)
          and follows the requirements of SFAS No. 131, "Disclosures about
          Segments of an Enterprise and Related Information".

          The following is a summary of revenues within geographic areas, based
          on customer's location:

                                           PERIOD FROM INCEPTION
                                             (JULY 11, 2006) TO
                                                DECEMBER 31,
                                                ------------
                                                    2006
                                                ------------

          Antigua and Barbuda                   $    837,457
                                                ============

     b.   On October 31, 2006, RNG and Golden Palace entered into a software
          license agreement under which RNG has granted Golden Palace a non
          transferable, limited license to use, perform, present and operate
          RNG's Blackjack Software for the purpose of displaying, managing and
          operating online gaming according to the terms and conditions of the
          agreement. In return, Golden Palace has agreed to pay RNG a total of
          $1,000,000 in license fees, integration costs, technical support fees
          and advanced royalty fees, as well as additional royalty fees equal to
          15% of the fees charged by Golden Palace from players who participate
          in the blackjack game.

          On November 9, 2006, Get21 and Golden Palace entered into a sublicense
          and software agreement under which Golden Palace granted Get21 a world
          wide, non exclusive, non transferable sublicense to user interface
          portion of the multiplayer blackjack and poker gaming software
          ("Player Software") and to grant players the right to use the Player
          Software. According to the terms of the agreement, Get21 is
          responsible for performing all marketing and promotional functions
          with respect to bringing players through the URL web address
          www.get21.com and www.get21poker.com ("URL") to online gaming
          multiplayer blackjack and poker rooms ("Gamerooms") which are operated
          by Golden Palace. Get21 and Golden Palace shall share the revenues
          generated from players who played in the Gamerooms through the URL
          according to the terms specified in the agreement.


                                     F - 15
<PAGE>


                                        GAMING VENTURES PLC AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. DOLLARS, EXCEPT SHARE DATA

NOTE 6:- SHARE CAPITAL

     a.   Shareholders' rights:

          The shares of common stock confer upon the holders the right to elect
          the directors and to receive notice to participate and vote in the
          stockholders meetings of the Company, and the right to receive
          dividends, if and when declared.

     b.   Private placement:

          On September 14, 2006, Gaming, RNG, and Golden Palace Ltd. ("Golden
          Palace"), entered into an agreement, which was amended on January 10,
          2007, under which Golden Palace agreed to invest $600,000 in RNG in
          return for 20% of the ordinary shares of RNG. The Company posted a
          gain of $341,150 resulting from this issuance in accordance with SAB
          Topic 5H. According to the SAB, realization of a gain is not assured
          where the subsidiary is a newly-formed, in a process of research and
          development, start-up or development Stage Company. In such
          situations, the change in the holding company's proportionate share of
          the subsidiary equity resulting from the additional equity raised by
          the subsidiary should be accounted for as an equity transaction and no
          gain will be recognized. Accordingly, the Company charged a gain of
          $341,150 into equity.

          Pursuant to terms of this agreement, Golden Palace has an option, that
          can be exercised upon the occurrence of certain events as defined in
          the agreement, to acquire an additional 30% of the ordinary shares of
          RNG (but not more than 50% of RNG or more than the amount owned by
          Gaming) at a price of $100,000 per each additional percentage interest
          of the ordinary shares of RNG. Concurrently, Gaming, RNG and Golden
          Palace entered into a shareholders agreement under which Golden Palace
          has a right to appoint one of RNG's 4 directors (as long as Golden
          Palace owns 20% of RNG) and Gaming has a right to appoint the 3 other
          directors. Upon Golden Palace becoming an owner of 50% of RNG, it will
          have the right to appoint an equal number of directors to the number
          we are entitled to appoint. At issuance date, the Company recorded the
          call option granted to Golden Palace as a derivative against
          additional paid in capital. The call option is being measured at fair
          value and it is marked to market in accordance with "Accounting for
          Freestanding Derivative Financial Instruments Indexed to, and
          Potentially Settled in, the Stock of a Consolidated Subsidiary" ("EITF
          00-6 ").

     c.   Dividends:

          In the event that cash dividends are declared in the future, such
          dividends will be paid in U.S. dollars. The Company does not intend to
          pay cash dividends in the foreseeable future.


                                     F - 16
<PAGE>


                                        GAMING VENTURES PLC AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. DOLLARS, EXCEPT SHARE DATA

NOTE 7:- INCOME TAXES

     a.   Measurement of taxable income under the Income Tax Law (Inflationary
          Adjustments), 1985:

          Results for tax purposes of the Israeli subsidiary are measured in
          terms of earnings in NIS, after certain adjustments for increases in
          the Israeli Consumer Price Index ("CPI"). As explained in Note 2b, the
          financial statements are measured in U.S. dollars. The difference
          between the annual change in the Israeli CPI and in the NIS/dollar
          exchange rate causes a further difference between taxable income and
          the income before taxes shown in the financial statements. In
          accordance with paragraph 9(f) of SFAS No. 109, the Israeli
          subsidiaries have not provided deferred income taxes on the difference
          between the functional currency and the tax bases of assets and
          liabilities.

     b.   loss before taxes on income:

                                                                PERIOD FROM
                                                              INCEPTION (JULY
                                                               11, 2006) TO
                                                               DECEMBER 31,
                                                                 ---------
                                                                    2006
                                                                 ---------

          Domestic                                               $ 885,625
          Foreign                                                    9,415
                                                                 ---------

                                                                 $ 895,040
                                                                 =========

     c.   Deferred income taxes:

          Deferred income taxes reflect the net tax effects of temporary
          differences between the carrying amounts of assets and liabilities for
          financial reporting purposes and the amounts used for income tax
          purposes. Significant components of the Company and its subsidiaries'
          deferred tax assets are as follows:

                                                                  PERIOD FROM
                                                                INCEPTION (JULY
                                                                 11, 2006) TO
                                                                 DECEMBER 31,
                                                                   --------
                                                                     2006
                                                                   --------

          Operating loss carryforward                              $  9,415

          Deferred tax asset before valuation allowance            $  2,918
          Valuation allowance                                      $ (2,918)
                                                                   --------

          Net deferred tax asset                                   $      -
                                                                   ========


                                     F - 17
<PAGE>


                                        GAMING VENTURES PLC AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
U.S. DOLLARS, EXCEPT SHARE DATA

NOTE 7:- INCOME TAXES (CONT.)

          On December 31, 2006, the Company and its subsidiaries have provided
          valuation allowances of $ 2,918 in respect of deferred tax assets
          resulting from tax loss carryforwards and other temporary differences.
          Management currently believes that it is more likely than not that the
          deferred tax regarding the loss carryforwards and other temporary
          differences will not be realized in the foreseeable future.

     e.   The main reconciling items between the statutory tax rate of the
          Company and the effective tax rate are the non-recognition of the
          benefits from accumulated net operating losses carry forward among the
          various subsidiaries due to the uncertainty of the realization of such
          tax benefits.

NOTE 8:- FINANCIAL EXPENSES

                                                      PERIOD FROM INCEPTION
                                                        (JULY 11, 2006) TO
                                                            DECEMBER 31,
                                                             --------
                                                               2006
                                                             --------

          Financial expenses:
            Interest, bank charges and fees, net             $ (3,452)
            Interest on promissory note                        72,840
                                                             --------

                                                             $ 69,388
                                                             ========

NOTE 9:- RELATED PARTY TRANSACTIONS

     On July 12, 2006 the Company signed a service agreement with Zone4Play
     (Israel) Ltd under which we receive all administrative services, including,
     office space and secretarial services, and research and development
     services in connection with the development of the BJ Software from
     Zone4Play

NOTE 10- SUBSEQUENT EVENTS:

     On June 2007, the Company has decided to cease the marketing services
     provided for gaming applications marketing activities through its
     subsidiary Get21 effective on July 15, 2007.

     a.   Following is selected information of the Get21's financial statements:

                                                           DECEMBER 31,
                                                             -------
                                                              2006
                                                             -------

          TOTAL current assets                                22,237
                                                             -------

          TOTAL non current assets                            83,108
                                                             -------

          TOTAL current liabilities                          979,356
                                                             -------


                                     F - 18