UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549




FORM 20-F




o 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, 2010




OR




o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE ACT OF 1934




OR




o 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)




BURLEIGH MANOR, PEEL ROAD, DOUGLAS, ISLE OF MAN, IM1 5EP


(Address of principal executive offices)





Shimon Citron, +972 73 755 4500, Fax: +972 3 624 5378, 55 Igal Alon St., Tel Aviv 67891, Israel


(Name, Telephone, E-mail, and/or Facsimile number and Address of Company Contact Person)





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 oNO 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 oNO 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 xNO o




Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).




YES oNO o




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 oAccelerated Filer oNon-Accelerated Filer x




Indicate by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing:





U.S. GAAP x
International Financial Reporting Standards as issued by the

International Accounting Standards Board o
Other o




If “Other” has been checked in response to the previous question, indicate by check mark which financial statements which financial statements item the registrant has elected to follow:




ITEM 17 oITEM 18 o




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 xNO o


2





TABLE OF CONTENTS





PAGE


PART I




Item 1.
IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
6Item 2.
OFFER STATISTICS AND EXPECTED TIMETABLE
6Item 3.
KEY INFORMATION
6A.  Selected Financial Data
6B.  Capitalization and Indebtedness
8C.  Reasons for the Offer and Use of Proceeds
8D.  Risk Factors
8Item 4.
INFORMATION ON THE COMPANY
11A.  History and Development of the Company
11B.  Business Overview
11C.  Organizational Structure
11D.  Property, Plants and Equipment
12Item 4A.
UNRESOLVED STAFF COMMENTS
12Item 5.
OPERATING AND FINANCIAL REVIEW AND PROSPECTS
12A.  Operating Results
13B.  Liquidity and Capital Resources
14C.  Research and Development, Patents and Licenses, Etc.
15D.  Trend Information
15E.  Off - Balance Sheet Arrangements
15F.  Tabular Disclosure of Contractual Obligations
15
  3
  Item 6.
DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES
15A.  Directors and Senior Management
15B.  Compensation
16C.  Board Practices
16D.  Employees
17E.  Share Ownership
17Item 7.
MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS
17A.  Major Shareholders
17B.  Related Party Transactions
17C.  Interests of Expert and Counsel
17Item 8.
FINANCIAL INFORMATION
17Item 9.
THE OFFER AND LISTING
18A.  Offer and Listing Details
18B.  Plan of Distribution
18C.  Markets
18D.  Selling Shareholders
18E.  Dilution
18F.  Expenses of the Issue
18Item 10.
ADDITIONAL INFORMATION
19A.  Share Capital
19B.  Memorandum and Articles of Association
19C.  Material Contracts
19D.  Exchange Controls
20E.  Taxation
20F.  Dividends and Paying Agents
25G.  Statements by Experts
25H.  Documents on Display
25I.  Subsidiary Information
25Item 11.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
25  4
  Item 12.
DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES
25  PART II
 Item 13.
DEFAULTS, DIVIDEND ARREARAGES ANDDELINQUENCIES
26Item 14.
MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS
26Item 15T.
CONTROLS AND PROCEDURES
26Item 16.
RESERVED
27Item 16A.
AUDIT COMMITTEE FINANCIAL EXPERT
27Item 16B.
CODE OF ETHICS
27Item 16C.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
27Item 16D.
EXEMPTIONS FROM THE LISTING STANDARDSFOR AUDIT COMMITTEE
27Item 16E
PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS
27Item 16F
CHANGE IN REGISTRANT’S CERTIFYING ACCOUNTANT
27Item 16G
CORPORATE GOVERNANCE
27





PART III


Item 17.
FINANCIAL STATEMENTS
28Item 18.
FINANCIAL STATEMENTS
28Item 19.
EXHIBITS
28


5




PARTI




Unless the context otherwise requires, all references in this annual report to the "company" "us," "we," "our," “gaming,” and “gaming ventures” 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 in this annual report to "dollars" or "$" 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". 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.




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




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 selected consolidated statements of operations data for the years ended December 31, 2010 and 2009, and the selected consolidated balance sheets data as of December 31, 2010 and as of December 31, 2009 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 independent registered public accounting firm, a BDO member firm. The selected consolidated financial data as of December 31, 2008, 2007 and 2006 , for the year ended December 31, 2008, December 31, 2007 and for the period from inception (July 11, 2006) to December 31, 2006 is derived from our audited financial statements not included in this annual report which have been prepared in accordance with U.S. GAAP. You should read the selected consolidated financial data set forth below together with our consolidated financial statements included elsewhere in this Annual Report on Form 20-F. See "Item 5. Operating and Financial Review and Prospects."




6




CONSOLIDATED STATEMENTS OF OPERATIONS DATA


U.S. dollars








Year ended December 31


Year ended December 31


Year ended December 31


Year ended December 31


Period form Inception (July 11, 2006) to

December 312010


2009


2008


2007


2006Revenues

$
-


$
-


$
-


$
154,745


$
800,708Cost of revenues


-



-



-



-



4,562Gross Profit


-



-



-



154,745



796,146Operating expenses:Research and development


-



-



-



622,387



696,310Selling and marketing


-



-



-



6,858



13,508General and administrative


10,000



-



-



503,657



97,491Gain on sale of Intellectual Property


-



(250,000
)


-



-



-Total operating expenses (income)


10,000



(250,000
)


-



1,132,902



807,309Operating loss (income):


10,000



(250,000
)


-



978,157



11,163Financial expenses, net


21,544



180,908



129,071



46,790



69,388Income loss (profit) before Taxes on Income


31,544



(69,092
)


129,071



1,024,947



80,551Taxes on income


-



-



-



-



-Net loss (income) from continuing operation


31,544



(69,092
)


129,071



1,024,947



80,551Net loss from discontinued operation, net


-



-



8,597



676,168



790,115Net loss (income)


31,544



(69,092
)


137,668



1,701,115



870,666Net income (loss) attributable to noncontrolling interest


-



50,000



-



(138,373
)


24,374Net loss (income) attributable to the Company


31,544



(19,092
)


137,668



1,562,742



895,040Basic and diluted net income (loss) per share from continuing operation

$
0.00


$
0.00


$
0.00


$
(0.03
)

$
0.00Basic and diluted net income (loss) per share from discontinued operation

$
0.00


$
0.00


$
0.00


$
(0.02
)

$
(0.03
)Total Basic and diluted net income (loss) per share

$
0.00


$
0.00


$
0.00


$
(0.05
)

$
(0.03
)Weighted average number of common stock used in computing basic and diluted net profit (loss) per share


32,315,698



32,315,698



32,315,698



32,315,698



32,315,698





7




CONSOLIDATED BALANCE SHEET DATA


U.S. dollars




December 31,2010


2009


2008


2007


2006$Working capital

$
(2,846,091
)

$
(2,255,638
)

$
(1,886,953
)

$
(1,281,625
)

$
218,107Total assets

$
-


$
-


$
878


$
32,396


$
1,542,719Total liabilities

$
(2,846,091
)

$
2,814,547


$
2,933,111


$
4,393,068


$
4,340,649Deficiency

$
(2,846,091
)

$
2,814,547


$
2,932,233


$
4,360,672


$
2,797,930




GOING CONCERN





We have generated revenues since inception through fiscal 2007, but such revenues were not sufficient to fund future operations. In their report to the shareholders dated July 15, 2011which is part of the financial statements included under Item 18 of this Annual Report, our auditors stated that there is a 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.





The Company has no material assets.




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 on form 20-F. 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.




8




GENERAL RISKS RELATED TO OUR BUSINESS




NO OPERATING HISTORY AND NO CURRENT BUSINESS MAKES OUR FUTURE SUCCESS UNCERTAIN.




We have a short operating history. In 2006, we began our business of developing, commercializing and marketing games software and technologies. Our brief operating history makes our success uncertain. As of April 13, 2009, we no longer have any operating business and are a shell company. Unless we acquire and integrate one or more new operating businesses into our company it will be impossible for us to generate revenues. There is no assurance that we will find a meaningful operating business to merge with or acquire on acceptable terms, which makes our future uncertain.




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 through fiscal 2007, but following the sale of our entire assets, we do not have an adequate source of cash and remain a shell company. On December 31, 2010, we had an accumulated deficit $4,857,902. Furthermore, in their report to the shareholders dated July 15, 2011, which is part of the financial statements included under Item 18 of this Annual Report on Form 20-F, our auditors stated that there is a substantial doubt about the company's ability to continue as a going concern.





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. 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.




9




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.




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.




WE DO NOT COMPLY WITH THE REQUIREMENTS OF SECTION 404 OF THE SARBANES-OXLEY ACT WITH RESPECT TO HAVING EFFECTIVE DISCLOSURE CONTROLS AND PROCEDURES.




The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures. Our management has concluded that our disclosure controls and procedures were not effective as of December 31, 2010. Our compliance with Section 404 will require that we incur substantial expense and expend significant management efforts.




10




RISKS RELATED TO LOCATION IN ISRAEL




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




Our principal offices and operations are located in Israel. Accordingly, political, economic and military conditions in Israel directly affect our operations. Over the past several decades, a number of armed conflicts have occurred 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 2000, there have been ongoing hostilities between Israel and the Palestinians, which have adversely affected the peace process and at times have negatively influenced Israel’s economy as well as its relationship with several other countries. In 2006, Israel experienced a war with Hezbollah militants in Lebanon. Hamas, an Islamist movement responsible for many attacks, including missile strikes, against Israelis, won the majority of the seats in the Parliament of the Palestinian Authority in 2006 and took control of the entire Gaza Strip by force in 2007. In January 2009, Israel engaged in a military action against Hamas in Gaza to prevent continued rocket attacks against Israel. These developments have further strained relations between Israel and the Palestinians. The current political situation between Israel and its neighbors may not improve. These political, economic and military conditions in Israel could have a material adverse effect on our business, financial condition, results of operations and future growth.




ITEM 4 - INFORMATION ON THECOMPANY




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 Win Gaming Media, Inc., (formerly Zone 4 Play, Inc.) (“WGMI”). WGMI holds our shares through its wholly owned subsidiary, Win Gaming Media, Inc, incorporated in Delaware (“WGM”). WGMI'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 Burleigh Manor, Peel Road, Douglas, Isle of Man, and our telephone number there is (44) 1624 626586.





On April 13, 2009, we entered into an Intellectual Property and Technology Purchase Agreement with our majority owned subsidiary, RNG Gaming Limited, an Isle of Man company (”RNG”, ”the Agreement”), under which RNG agreed to sell to an unaffiliated party and a leading online gaming software provider, substantially all of its multiplayer Blackjack tournament software platform, including its related intellectual property, for consideration of a total amount of $250,000 and a 3% share of buyer’s Blackjack revenue (as defined in such agreement) each year for the first 3 years from the date in which the buyer launches full commercial use of the Blackjack game, and 2% of buyer’s Blackjack revenue thereafter for an unlimited duration. The total consideration was used to offset our indebtedness to the buyer.




$50,000 of the consideration was attributed to the 20% minority holder in RNG. Accordingly in 2009 we paid $30,000 on account and the second installment of $20,000 was paid in 2010.




Following the sale of all RNG’s assets, RNG has filed for voluntary dissolution with the Companies’ register of Isle of Man.




B. BUSINESS OVERVIEW




Currently we have no business operations.




We are currently focused on either effectuating an outright sale of our company or engage or purchase new activities that will generate revenue.




We did not generate any revenues from operations in fiscal 2010 and 2009.




C. ORGANIZATIONAL STRUCTURE




We have no subsidiaries. We are wholly owned subsidiary of Win Gaming Media.




D. PROPERTY, PLANTS AND EQUIPMENT




We have no material tangible fixed assets, including leased properties.




11




ITEM 4A – UNRESOLVED STAFF COMMENTS




Not applicable




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 on Form 20-F.




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, we review 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 on Form 20-F.




RECENT ACCOUNTING PRONOUNCEMENTS





In January 2010, the FASB updated the “Fair Value Measurements Disclosures”. More specifically, this update requires (a) an entity to disclose separately the amounts of significant transfers in and out of Levels 1 and 2 fair value measurements and to describe the reasons for the transfers; and (b) information about purchases, sales, issuances and settlements to be presented separately (i.e. present the activity on a gross basis rather than net) in the reconciliation for fair value measurements using significant unobservable inputs (Level 3 inputs).





This update clarifies existing disclosure requirements for the level of disaggregation used for classes of assets and liabilities measured at fair value, and requires disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements using Level 2 and Level 3 inputs. As applicable to the Company, this became effective as of the first interim or annual reporting period beginning after December 15, 2009, except for the gross presentation of the Level 3 roll forward information, which is required for annual reporting periods beginning after December 15, 2010 and for interim reporting periods within those years. As applicable to the Company, the adoption of the new guidance did not have a material impact on its consolidated financial statements.





12





YEARS ENDED DECEMBER 31, 2010 AND 2009




A. OPERATING RESULTS




RESULTS OF OPERATIONS




RESEARCH AND DEVELOPMENT




Research and development expenses for both 2010 and 2009 were $0.




SALES AND MARKETING




Sales and marketing expenses for both 2010 and 2009 were $0.




GENERAL AND ADMINISTRATIVE




General and administrative expenses for 2010 amounted to $10,000 compared with $0 in 2009. The change in general and administrative expenses is explained by the way that in 2010 the Company recorded $10,000 fee for accounting services.




GAIN ON SALE OF INTELLECTUAL PROPERTY




Gain on sale of intellectual property for the year ended December 31, 2010 changed to $0 from $250,000 for the year ended December 31, 2009. In 2009 we recorded $250,000 as operating gain on sale of Intellectual Property following the sale of the multiplayer blackjack tournament software platform by RNG to Playtech.




NET INCOME/LOSS




Net loss attributable to the Company for the year ended December 31, 2010 changed to $31,544 as compared to a net income of $19,092 for the year ended December 31, 2009. Net loss per share attributable to the company for 2010 was $0.00 compare to a net income per share of $0.00 in 2009.




The net loss for continuing operations in 2010 compare to a net income in 2009 was mainly due to a gain on sale of intellectual property of RNG which was recorded in 2009. Our weighted average number of ordinary shares used in computing basic and diluted net loss per share for the years ended December 31, 2010, and December 31, 2009was 32,315,698.




13




YEARS ENDED DECEMBER 31, 2009 AND 2008




REVENUES AND COST OF REVENUES




Total revenues for 2009 and 2008 were $0.




Cost of revenues for 2009 and 2008 were $0.




RESEARCH AND DEVELOPMENT




Research and development expenses for 2009 and 2008 were $0.




SALES AND MARKETING




Sales and marketing expenses for 2009 and 2008 were $0.




GENERAL AND ADMINISTRATIVE




General and administrative expenses for 2009 and 2008 were $0.




GAIN ON SALE OF INTELLECTUAL PROPERTY




In 2009 we recorded $250,000 as operating gain on sale of Intellectual Property following the sale of the multiplayer blackjack tournament software platform by RNG to Playtech. Therefore income for continuing operations for the year ended December 31, 2009 increased to $250,000 from $0 for the year ended December 31, 2008.




NET LOSS




Net income attributable to the Company for the year ended December 31, 2009 changed to $19,092 as compared to a net loss of $137,668 for the year ended December 31, 2008. Net loss per share attributable to the company for both 2009 and 2008 was $0.00. The decrease in net loss for continuing operations in 2009 was mainly due to a gain on sale of intellectual property of RNG.




Our weighted average number of ordinary shares used in computing basic and diluted net loss per share for the years ended December 31, 2009, and December 31, 2008were 32,315,698.




B. LIQUIDITY AND CAPITAL RESOURCES




Operating activities used cash of $0 for the year ended December 31, 2010 compared to $878 used in the year ended December 31, 2009. Cash used for operating activities for the year ended December 31, 2009 resulted mainly due to payments of bank charges.




In fiscal 2010 and 2009 we did not generate or use any cash flows from financing activities or investing activities. Currently, the Company has no business activity and has no future plans to gain liquidity.




We are in default under the Promissory Note in a principal amount of $2.25 million that we signed with WGMI, our parent company, by failing to pay the annual installments and the interest due. WGMI has not taken any actions against us with regard to such default.




OUTLOOK




We are a shell company and believe that our future will depend upon our ability to leverage our status as a reporting entity to which we develop or purchase new businesses that will generate revenues or for an outright sale of the Company. To sustain our status as a company we rely on cash to be provided for next twelve months by our parent company, WGM.




14




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





The Company did not conduct research and development activities during fiscal 2010 and 2009. This is primarily attributable to abandoning the patent application pertaining to the BJ Software and was resulted in ending the services received by Win Gaming Media which developed this patent and assigned it to the Company.




D. TREND INFORMATION




None.




E. OFF BALANCE SHEET ARRANGEMENTS




None.




F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS




The following table presents further information relating to our contractual obligations as of December 31, 2010. The amounts indicated includes future interest.




Contractual Obligations (U.S. $ in thousands)

Total


2011

year


More than

5 yearsPromissory note (Libor +1.5%)*

$
2,816


$
2,816



N/ATotal

$
2,816


$
2,816



N/A




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 December 31, 2010.




Name

Age

PositionShimon Citron

56

Chief Executive Officer, DirectorShlomi Zedkia

33

Chief Financial OfficerHaim Tabak

64

Director




Mr. Shimon Citron was nominated as CEO and director on 1st December 2008. Mr. Citron founded Win Gaming Media, Inc., in 2001 and has held the positions of Chief Executive Officer and director of Win Gaming Media, Inc., from inception and until May 8, 2007, and from June 19, 2008 to date.




Shlomi Zedkia. Mr. Zedkia was appointed as our Chief Financial Officer on July 2, 2009. Mr. Zedkia held the position of CFO from July 2, 2009 until December 31, 2010 and from April 1, 2011 to date. Since 2008, Mr. Zedkia has served as a partner at Shavrts-Zedkia & Co., an accounting firm in Israel. From 2006-2008, Mr. Zedkia served as a senior audit manager at BDO Ziv-Haft where he gained extensive experience in auditing and preparing annual and quarterly financial statements for public companies whose shares are traded both on the U.S. and Israel stock exchanges. Mr. Zedkia is a C.P.A (Isr.) and holds a B.A. degree in business administration and accounting.





Haim Tabak has been nominated as director on 1st December 2008.   Haim Tabak has been COO of Win Gaming Media, Inc., (formerly Zone4Play, Inc.) since inception in 2004. During 2000-2004, Haim Tabak served as COO of Winner.com, Inc., a Delaware company, an on-line gaming related portal providing information, advertising and links to the gaming industry.




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B. COMPENSATION




None of our officers and directors is being compensated by us. Currently, Win Gaming Media (Israel) Ltd. provides us with management services. 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 director. 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




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




(g) 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 appointer is also so resident for taxation purposes in the United Kingdom and provided further thatno 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.






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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 Win Gaming Media (Israel) Ltd. all administrative services and management, including the services of Shimon Citron, our Chief Executive Officer who is also WGMI Chief Executive Officer and of Shlomi Zedkia, our Chief Financial Officer, who is also WGMI’s Chief Financial Officer. All of Win Gaming Media's officers are based in Israel.




E. SHARE OWNERSHIP




WGMI, 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 WGMI. We have no other shareholders.




B. RELATED PARTY TRANSACTIONS




Currently we receive all administrative services, from Win Gaming Media (Israel) pursuant to an agreement between us. Mr. Shimon Citron, the Chief Executive Officer of WGMI, which owns our entire issued and outstanding ordinary shares and has the full control over our operations, is also our Chief Executive Officer.





As disclosed above, On April 13, 2009, RNG entered into an Intellectual Property and Technology Purchase Agreement, (”the Agreement”), under which RNG agreed to sell to an unaffiliated party and a leading online gaming software provider, substantially all of its multiplayer Blackjack tournament software platform, including its related intellectual property, for consideration of a total amount of $250,000 and a 3% share of buyer’s Blackjack revenue (as defined in such agreement) each year for the first 3 years from the date in which the buyer launches full commercial use of the Blackjack game, and 2% of buyer’s Blackjack revenue thereafter for an unlimited duration. The total consideration was used to offset the indebtedness of our parent company to the buyer.  $50,000 was attributed to the 20% minority holder in RNG. In 2009 we paid $30,000 on account and the second installment of $20,000 was paid in 2010.




C. INTERESTS OF EXPERT AND COUNSEL




Not applicable




ITEM 8 - FINANCIAL INFORMATION




See Item 18.


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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 on Form 20-F, no significant change has occurred since the date of the financial statements included in this Annual Report.




ITEM 9 - THE OFFERANDLISTING




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.




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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.




All shares issued are un-classified, 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




SALE OF BJ SOFTWARE




On April 13, 2009, RNG entered into an Intellectual Property and Technology Purchase Agreement, (”the Agreement”), under which RNG agreed to sell to an unaffiliated party and a leading online gaming software provider, substantially all of its multiplayer Blackjack tournament software platform, including its related intellectual property, for consideration of a total amount of $250,000 and a 3% share of buyer’s Blackjack revenue (as defined in such agreement) each year for the first 3 years from the date in which the buyer launches full commercial use of the Blackjack game, and 2% of buyer’s Blackjack revenue thereafter for an unlimited duration. The total consideration was used to offset the indebtedness of our parent company to the buyer.  $50,000 was attributed to the 20% minority holder in RNG. In 2009 we paid $30,000 on account and the second installment of $20,000 was paid in 2010.




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INTER COMPANY AGREEMENT WITH WIN GAMING MEDIA





On July 12, 2006, we entered into an agreement with Win Gaming Media (Israel), a wholly owned subsidiary of our parent company, WGMI, under which we) we receive from Win Gaming Media (Israel) management services, administrative services, office space and secretarial services, office supply and communications, and research and development services as agreed between the parties. The consideration paid by us to Win Gaming Media (Israel) for these services is based on cost plus 10% of the cost.





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





U.S. Federal Income Taxation




The following summary is included herein for general information and is not intended to be, and should not be considered to be, legal or tax advice. Each U.S. holder should consult with his or her own tax advisor as to the particular U.S. federal income tax consequences of the purchase, ownership and sale of ordinary shares, including the effects of applicable state, local, foreign or other tax laws and possible changes in the tax laws.




Subject to the limitations described in the next paragraph, the following discussion summarizes the material U.S. federal income tax consequences to a “U.S. Holder” arising from the purchase, ownership and sale of the ordinary shares. For this purpose, 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 laws; (2) a corporation (or entity treated as a corporation for U.S. federal income tax purposes) or a partnership (other than a partnership that is not treated as a U.S. person under any applicable U.S. 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 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 authority to control all substantial decisions of the trust; (5) a trust that has a valid election in effect to be treated as a U.S. person to the extent provided in U.S. Treasury regulations, or (6) any person otherwise subject to U.S. federal income tax on a net income basis in respect of the ordinary shares, if such status as a U.S. Holder is not overridden pursuant to the provisions of an applicable tax treaty.




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. 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. federal tax consequences to a person that is not a U.S. Holder, not does it describe the rules applicable to determine a taxpayer’s status as a U.S. Holder. This summary is based on the provisions of the Internal Revenue Code of 1986, as amended, or the Code, final, temporary and proposed U.S. Treasury Regulations promulgated thereunder, and administrative and judicial interpretations thereof, all as in effect as of the date hereof and all of which are subject to change, possibly on a retroactive basis, and all of which are open to differing interpretations. The Company will not seek a ruling from the U.S. Internal Revenue Service, or the IRS, with regard to the U.S. federal income tax treatment of an investment in our ordinary shares by U.S. Holders and, therefore, can provide no assurances that the IRS will agree with the conclusions set forth below.




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This discussion does not address all of the aspects of U.S. federal income taxation that may be relevant to a particular shareholder based on such shareholder’s particular circumstances and in particular does not discuss any estate, gift, generation-skipping, transfer, state, local or foreign tax considerations. In addition, this discussion does not address the U.S. federal income tax treatment of a U.S. Holder who is: (1) a bank, life 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 acquired our ordinary shares in connection with employment or other performance of services; (4) a U.S. Holder that is subject to the U.S. alternative minimum tax; (5) a U.S. Holder that holds our ordinary shares as 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 investment trusts; (8) a U.S. Holder that expatriates out of the United States or a former long-term resident of the United States; or (9) a person having a functional currency other then the U.S. dollar. This discussion does not address the U.S. federal income tax treatment of a U.S. Holder that owns, directly or constructively, at any time, ordinary shares representing 10% or more of our voting power. Additionally, the U.S. federal income tax treatment of persons who hold ordinary shares through a partnership or other pass-through entity are not considered.





You are encouraged to consult your own tax advisor with respect to the specific U.S. federal and state income tax consequences to you of purchasing, holding or disposing of our ordinary shares, including the effects of applicable state, local, foreign or other tax laws and possible changes in the tax laws.





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 heading “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 (including the amount of any applicable tax withheld on the date of the distribution), 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 capital gain. Corporate holders generally will not be allowed a deduction for dividends received. In general, preferential tax rates not exceeding 15% for “qualified dividend income” and long-term capital gains are applicable for U.S. Holders that are individuals, estates or trusts (these preferential rates are scheduled to expire for taxable years beginning after December 31, 2012, after which time, dividends are scheduled to be taxed at ordinary income rates and long-term capital gains are scheduled to be taxed at rates not exceeding 20%). For this purpose, “qualified dividend income” means, inter alia, dividends received from a “qualified foreign corporation.” A “qualified foreign corporation” is a corporation that is entitled to the benefits of a comprehensive tax treaty with the United States which includes an exchange of information program.





In addition, our dividends will be qualified dividend income if our ordinary shares are readily tradable on an established securities market in the United States. Dividends will not qualify for the preferential rate if we are treated, in the year the dividend is paid or in the prior year, as a passive foreign investment company, or PFIC. In addition, a U.S. Holder will not be entitled to the preferential rate: (1) if the U.S. Holder has not held our ordinary shares or ADRs for at least 61 days of the 121 day period beginning on the date which is 60 days before the ex-dividend date, or (2) to the extent the U.S. Holder is under an obligation to make related payments on substantially similar property. Any days during which the U.S. Holder has diminished its risk of loss on our ordinary shares are not counted towards meeting the 61-day holding period. Finally, U.S. Holders who elect to treat the dividend income as “investment income” pursuant to Code section 163(d)(4) will not be eligible for the preferential rate of taxation.





The amount of a distribution with respect to our ordinary shares will be measured by the amount of the fair market value of any property distributed, and for U.S. federal income tax purposes, the amount of any taxes withheld therefrom. (See discussion below under “—Non-U.S. Holders of Ordinary Shares.”) 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 BP arising from exchange rate fluctuations will be U.S. source ordinary exchange gain or loss.




21





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 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 the 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 source 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 taxable 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 his or her risk of loss with respect to the ordinary shares will not count toward meeting the 16-day holding period. A U.S. Holder will also be denied a foreign tax credit if the U.S. Holder holds the 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 U.S. foreign tax credit are complex, and U.S. Holders should consult with their own tax advisors to determine whether, and to what extent, they are 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 taxes withheld, provided such U.S. Holders itemize their deductions.





Disposition of Shares




Except as provided under the PFIC rules described below, upon the sale, exchange or other disposition of our ordinary shares, a U.S. Holder 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 or 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 the disposition.





In general, gain realized by a U.S. Holder on a sale, exchange or other disposition of ordinary shares will generally 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, U.S. Treasury Regulations require such loss to be allocated to foreign source income to the extent specified 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.





Medicare Contribution Tax




For taxable years beginning after December 31, 2012, U.S. Holders who are individuals, estates or trusts will generally be required to pay a new 3.8% Medicare tax on their net investment income (including dividends on and gains from the sale or other disposition of our ordinary shares), or in the case of estates and trusts on their net investment income that is not distributed, in each case to the extent that their total adjusted income exceeds applicable thresholds.





Passive Foreign Investment Companies




Special U.S. federal income tax laws apply to a U.S. Holder who owns shares of a corporation that was (at any time during the U.S. Holder’s holding period) a PFIC.  We would be treated as a PFIC for U.S. federal income tax purposes for any tax year if, in such tax year, either:





·
75% or more of our gross income (including our pro rata share of 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 (the “Income Test”); or




22




·
At least 50% of our assets, averaged over the year and generally determined based upon value (including our pro rata share of the assets of any company in 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 (the “Asset Test”).




For this purpose, 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 are or become a PFIC, each U.S. Holder who has not elected to treat us as a qualified electing fund by making a “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 our ordinary shares at a gain, be liable to pay U.S. federal income tax at the then prevailing highest tax rates on ordinary income plus interest on such tax, as if the distribution or gain had been recognized ratably over the taxpayer’s holding period for the ordinary shares. In addition, when shares of a PFIC are acquired by reason of death from a decedent that was a U.S. Holder, the tax basis of such shares would 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 were recognized by the decedent. Indirect investments in a PFIC may also be subject to special U.S. federal income tax rules.





The PFIC rules described above would not apply to a U.S. Holder who makes a QEF election for all taxable years that such U.S. Holder has held the ordinary shares while we are a PFIC, provided that we comply with specified 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 such U.S. Holder’s pro rata share of our ordinary earnings as ordinary income and such U.S. Holder’s pro rata share of our net capital gains 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 provide the required information so that U.S. Holders can make QEF elections. U.S. Holders should consult with their own tax advisors regarding eligibility, manner and advisability of making a QEF election if we are treated as a PFIC.





A U.S. Holder of PFIC shares which are traded on qualifying public markets can 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 are allowed only to the extent of net mark-to-market gain previously included income by the U.S. Holder under the election for prior taxable years. We do not believe that our ordinary shares currently qualify as “marketable“.




We believe that we were not a PFIC for either 2009 or 2010 The tests for determining PFIC status, however, are applied annually, and it is difficult to make accurate projections 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 we that qualify as a PFIC.





Information Reporting and Withholding





A U.S. Holder may be subject to backup withholding (currently at a rate of 28%, but scheduled to increase to 31% for taxable years beginning after December 31, 2012) with respect to cash dividends and proceed from a disposition of ordinary shares. In general, back-up withholding will apply only if a U.S. Holder fails to comply with specified identification procedures. Backup withholding will not apply with respect to payments made to designated 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.





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Under the Hiring Incentives to Restore Employment Act of 2010 (the “HIRE Act”), some payments made after December 31, 2012 to “foreign financial institutions” in respect of accounts of U.S. stockholders at such financial institutions may be subject to withholding at a rate of 30%. U.S. Holders should consult their tax advisors regarding the effect, if any, of the HIRE Act on their ownership and disposition of our common stock. See “—Non-U.S. Holders of Ordinary Shares.”





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, our ordinary shares.





A non-U.S. Holder may be subject to U.S. federal income or withholding tax on a dividend paid on our ordinary shares or the proceeds from the disposition of our ordinary shares 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 or, in the case of a non-U.S. Holder that is 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.; (2) in the case of a disposition of our ordinary shares, 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 other specified conditions are met; (3) the non-U.S. Holder is subject to U.S. federal income tax pursuant to the provisions of the U.S. tax law applicable to U.S. expatriates.





In general, non-U.S. Holders will not be subject to backup withholding with respect to the payment of dividends on our 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 on an applicable Form W-8 (or a substantially similar form) 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.





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.




The HIRE Act may impose withholding taxes on some types of payments made to “foreign financial institutions” and some other non-U.S. entities. Under the HIRE Act, the failure to comply with additional certification, information reporting and other specified requirements could result in withholding tax being imposed on payments of dividends and sales proceeds to U.S. Holders that own ordinary shares through foreign accounts or foreign intermediaries and specified non-U.S. Holders. The HIRE Act imposes a 30% withholding tax on dividends on, and gross proceeds from the sale or other disposition of, ordinary shares paid from the United States to a foreign financial institution or to a foreign nonfinancial entity, unless (i) the foreign financial institution undertakes specified diligence and reporting obligations or (ii) the foreign nonfinancial entity either certifies it does not have any substantial U.S. owners or furnishes identifying information regarding each substantial U.S. owner. In addition, if the payee is a foreign financial institution, it generally must enter into an agreement with the U.S. Treasury that requires, among other things, that it undertake to identify accounts held by specified U.S. persons or U.S.-owned foreign entities, annually report certain information about such accounts, and withhold 30% on payments to other specified account holders. The HIRE Act applies to payments made after December 31, 2012. You should consult your tax advisor regarding the HIRE Act.




24




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 of 1934 (“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, DC 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.




ITEM 11- QUANTATIVEAND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





As of December 31, 2010 we have no material assets. Moreover, we are in default under the Promissory Note, by failing to pay the annual installments. The Promissory Note is linked to the US Libor and carries an annual interest of US Libor + 1.5%. As a result we are exposed to the change in US Libor which subjects us to the risks of higher interest expenses.




ITEM 12 - DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES




The Company does not have any outstanding American Depositary Shares or American Depositary Receipts.




25




PART II




ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES





We are in default under the Promissory Note by failing to pay the annual installments and the interest due which amounted for $2,591,091 as of December 31, 2010.. WGMI has not taken any actions against us with regard to such default.




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




Not applicable.




ITEM 15. CONTROLS AND PROCEDURES




a) Disclosure Controls and Procedures. Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act) as of December 31, 2010. Based on this evaluation, our chief executive officer and chief financial officer have concluded that, as of such date, our disclosure controls and procedures were: (i) designed to ensure that material information relating to us, including our consolidated subsidiaries, is accumulated and communicated to our management, including our chief executive officer and chief financial officer, by others within those entities, as appropriate to allow timely decisions regarding required disclosure, particularly during the period in which this report was being prepared; (ii) providing reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms; and (iii) not effective.





(b) Management’s Annual Report on Internal Control over Financial Reporting. Our board of directors is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation and fair presentation of our consolidated financial statements.





Our chief executive officer and chief financial officer assessed the effectiveness of our internal control over financial reporting as of December 31, 2010. In making this assessment, they used the criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our chief executive officer and chief financial officer have concluded that, as of December 31, 2010, our internal control over financial reporting is effective based on those criteria.





Notwithstanding the foregoing, all internal control systems no matter how well designed have inherent limitations. Therefore, even those systems determined to be effective may not prevent or detect misstatements and can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.





c) Attestation Report of the Registered Public Accounting Firm. This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial report. Management’s report was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this annual report.





(d) Changes in Internal Control over Financial Reporting.During the period covered by this report, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.




26


ITEM 16.  [RESERVED]




ITEM 16A.  AUDIT COMMITTEE FINANCIAL EXPERT




We do not have an audit committee financial expert as defined in the SEC rules, because at this time we are a wholly owned subsidiary of Win Gaming Media.




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 Win Gaming Media, Inc. We have no independent management or employees.




ITEM 16C.  PRINCIPAL ACCOUNTANT FEES AND SERVICES




The following table summarizes the fees of Ziv Haft independent registered public accounting firm, a member of the BDO network, our independent registered public accounting firm, billed for the years ended December 31, 2010 and 2009:





Fee Category

2010


2009Audit Fees (1)

$
10,000


$
10,000Total Fees

$
10,000


$
10,000




(1) Consists of fees for professional services rendered in connection with the audit of our financial statements for the years ended in December 31, 2010 and 2009.




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 FROMTHE 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 2010 and 2009.




ITEM 16F.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT




Not applicable.




ITEM 16G. CORPORATE GOVERNANCE




Not applicable.




27




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 on Form 20-F, beginning on page F-1.




ITEM 19 - EXHIBITS




(a) Financial Statements


Index to the Financial Statements




PageReport of Independent Registered Public Accounting Firm
F-2Consolidated Balance Sheets
F-3Consolidated Statements of Operations
F-4Statements of Changes in Stockholders' Deficiency
F-5Consolidated Statements of Cash Flows
F-6Notes to Consolidated Financial Statements
F-7 – F-10





(b)  Exhibits





EXHIBIT NO.





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.*




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.**




28




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 Win Gaming Media'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 Win Gaming Media's Quarterly  report on Form 10Q-SB filed with the Securities and Exchange Commission on November 14, 2006.







4.9
Intellectual Property and Technology Purchase Agreement dated as of April 13, 2009.***





8.1
Principal subsidiaries of Gaming Ventures plc.





12.1
Certification of Chief Executive Officer pursuant to Rule13a-14(a) of the Securities Exchange Act of 1934, as amended.





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





13.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant Rule 13a-14(b) of the Securities Exchange Act of 1934, and 18 U.S.C. Section 1350.




* 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.




*** Incorporated by reference to the corresponding exhibit of Gaming Ventures plc's Annual Report on Form 20-F, filed with the Securities and Exchange Commission on June 26, 2009.




29




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 PLCBy:
/s/ Shimon CitronShimon Citron, Chief Executive OfficerBy:
/s/ Shlomi ZedkiaShlomi Zedkia, Chief Financial Officer and Principal Accounting Officer




Date:  July 15, 2011




30


GAMING VENTURES PLC AND ITS SUBSIDIARIES
 
 CONSOLIDATED FINANCIAL STATEMENTS
 
 AS OF DECEMBER 31, 2010
 
 IN U.S. DOLLARS
  INDEX
 
 PageReport of Independent Registered Public Accounting Firm
F - 2Consolidated Balance Sheets
F - 3Consolidated Statements of Operations
F - 4Statements of Changes in Deficiency
F - 5Consolidated Statements of Cash Flows
F - 6Notes to Consolidated Financial Statements
F - 7- F - 10
  
  
  REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
 To the Shareholders of
 
 GAMING VENTURES PLC.
  We have audited the accompanying consolidated balance sheets of Gaming Ventures Plc. (the "Company") and its subsidiaries as of December 31, 2010 and 2009 and the related consolidated statements of operations, changes in deficiency and cash flows for the three years in the period ended December 31, 2010. 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 audits.
  We conducted our audits 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. The Company is not required to have nor we were 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 audits provide a reasonable basis for our opinion.
 
 In our opinion, the consolidated 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, 2010 and 2009 and the related consolidated results of their operations and cash flows for the three years in the period ended December 31, 2010, 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 1e to the consolidated financial statements, the Company has an accumulated deficit ,has not generated positive cash flows since inception and has liabilities to the parent company in material amounts that raises 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 15, 2011
  /s/ Ziv Haft

Ziv Haft

Certified Public Accountants (Isr.)

BDO Member Firm
  F - 2
 
 GAMING VENTURES PLC AND ITS SUBSIDIARIES
 CONSOLIDATED BALANCE SHEETS
 U.S. dollars
 
 December 31,2010


2009LIABILITIES AND  DEFICIENCYCURRENT LIABILITIES:Accrued expenses

$
10,000


$
20,000Related parties


20,000



-Promissory note- current portion (Note 1b )


2,816,091



2,235,638Total current liabilities


2,846,091



2,255,638LONG TERM LIABILITIES:Promissory note (Note 1b)


-



558,909Total long term liabilities


-



558,909Total liabilities


2,846,091



2,814,547DEFICIENCY (Note 3):Common stock of £0.0001 par value:Authorized: 55,000,000 shares at December 31, 2010 and 2009; Issued

and outstanding: 32,315,698 shares at December 31, 2010 and 2009


5,960



5,960Additional paid-in capital


2,005,851



2,005,851Accumulated deficit


(4,857,902
)


(4,826,358
)Total  deficiency


(2,846,091
)


(2,814,547
)Totalliabilities and deficiency

$
-


$
-
  The accompanying notes are an integral part of the consolidated financial statements.
  F - 3
  GAMING VENTURES PLC AND ITS SUBSIDIARIES
 CONSOLIDATED STATEMENT OF OPERATIONS
 U.S. dollars, except share data
 
 Year ended December 31


Year ended December 31


Year ended December 312010


2009


2008Revenues

$
-


$
-


$
-Cost of revenues


-



-



-Gross Profit


-



-



-Operating expenses:General and administrative


10,000



-



-Gain on sale of Intellectual Property


-



(250,000
)


-Total operating expenses (income)


10,000



(250,000
)


-Operating loss (income):


10,000



(250,000
)


-Financial expenses, net


21,544



180,908



129,071Loss (profit) before Taxes on Income


31,544



(69,092
)


129,071Taxes on income


-



-



-Net loss (income) from continuing operation


31,544



(69,092
)


129,071Net loss from discontinued operation, net


-



-



8,597Net loss (income)


31,544



(69,092
)


137,668Net income (loss) attributable to noncontrolling interest


-



50,000



-Net loss (income) attributable to the Company


31,544



(19,092
)


137,668Basic and diluted net income (loss) per share from continuing operation

$
(0.00
)

$
0.00


$
(0.00
)Basic and diluted net income (loss) per share from discontinued operation

$
0.00


$
0.00


$
(0.00
)Total Basic and diluted net income (loss) per share

$
(0.00
)

$
0.00


$
(0.00
)Weighted average number of common stock used in computing basic and diluted net profit (loss) per share


32,315,698



32,315,698



32,315,698
  The accompanying notes are an integral part of the consolidated financial statements.
  F - 4
 
 GAMING VENTURES PLC AND ITS SUBSIDIARIES
 STATEMENTS OF CHANGES IN DEFICIENCY
 U.S. dollars, except share data
 
 Common stock


Share capital


Additional paid-in

capital


Accumulated deficit


Total deficiencyNumber


AmountBalance at December 31, 2007


32,315,698


$
5,960


$
341,150


$
(4,707,782
)

$
(4,360,672
)Forgiveness of  a liability by related parties










1,566,107



-



1,566,107Net loss


-



-



-



(137,668
)


(137,668
)Balance at December 31, 2008


32,315,698


$
5,960


$
1,907,257


$
(4,845,450
)

$
(2,932,233
)Forgiveness of  a liability by related parties


-



-



98,594



-



98,594Net income


-



-



-



19,092



19,092Balance at December 31, 2009


32,315,698


$
5,960


$
2,005,851


$
(4,826,358
)

$
(2,814,547
)Net loss


-



-



-



(31,544
)


(31,544
)Balance at December 31, 2010


32,315,698


$
5,960


$
2,005,851


$
(4,857,902
)

$
(2,846,091
)
  The accompanying notes are an integral part of the consolidated financial statements.
  F - 5
  GAMING VENTURES PLC AND ITS SUBSIDIARIES
 CONSOLIDATED STATEMENTS OF CASHFLOWS
 U.S. dollars, except share data
  Year ended December 31


Year ended December 31


Year ended December 312010


2009


2008Cash flows from operating activities:Net income (loss) attributable to the Company

$
(31,544
)

$
19,092


$
(137,668
)Adjustments required to reconcile net loss to net cash providedby operating activities:Decrease  in other current assets


-



-



31,506Increase (decrease) in related parties


20,000



(221,317
)


-Increase (decrease) in other current liabilities


(10,000
)


20,000



(22,096
)Interest on promissory note


21,544



181,347



128,246Net cash used in operating activities


-



(878
)


(12
)Decrease in cash and cash equivalents


-



(878
)


(12
)Cash and cash equivalents at the beginning of the period


-



878



890Cash and cash equivalents at the end of the period

$
-


$
-


$
878
 
 Year ended

December 31


Year ended

December 31


Year ended

December 312010


2009


2008Non-cash transactionSelling of Intellectual Property

$
-


$
250,000


$
-Forgiveness of a liability by related parties

$
-


$
98,594


$
1,566,107
  The accompanying notes are an integral part of the consolidated financial statement.
 F - 6
 
 GAMING VENTURES PLC AND ITS SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 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 has 80% equity interest in RNG Gaming Ltd ("RNG") which has filed for voluntary dissolution in 2009 (see 1.c below). Following the sale of RNG' Intellectual Property (see 1.c below), Gaming Ventures no longer offer any development work and software licensing for third parties and is currently a shell company.
 
 b.
According to an agreement between Gaming Ventures and Win Gaming Media Inc. , a Delaware Company ("WGM DE"), Gaming Ventures purchased from WGM 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 was based on an appraisal report made by an independent appraiser. This promissory note shall be in effect for Five Years since September 25, 2006 (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 WGM DE and Gaming Ventures. The entire amount was recorded as a capital surplus since it reflects a transaction among the Win Gaming Media group. The technology was previously recorded in WGM DE financial statements at a book value of zero.  As of December 31, 2010, the Company did not pay any payments owed on account of the promissory note to WGM DE. There were no changes in the terms of the promissory note. WGM DE could claim the short term balance amounts owed at any time. As a result the Company is in default situation by failing to pay the annual installments and the interest due.
 
 c.
On April 13, 2009, RNG entered into an Intellectual Property and Technology Purchase Agreement, (”the Agreement”), under which RNG agreed to sell to an unaffiliated party and a leading online gaming software provider, substantially all of its multiplayer Blackjack tournament software platform, including its related intellectual property, for consideration of a total amount of $250,000 and a 3% share of buyer’s Blackjack revenue (as defined in such agreement) each year for the first 3 years from the date in which the buyer launches full commercial use of the Blackjack game, and 2% of buyer’s Blackjack revenue thereafter for an unlimited duration. The total consideration was used to offset the indebtedness of the parent company to the buyer and this amount was recorded against related party.
 
 $50,000 was attributed to the 20% minority holder in RNG. In 2009 the Company paid $30,000 on account and the second installment of $20,000 was paid in 2010.
  Following the sale of all RNG’s assets, RNG has filed for voluntary dissolution with the Companies’ register of Isle of Man.
 
 d.
On August 4, 2006, Gaming Ventures filed with the Securities and Exchange Commission ("SEC") a registration statement on Form 20-F. As a result, Gaming Ventures is a separate reporting entity with the SEC that has the reporting obligations of a foreign private issuer. The company shares are not tradable.
  e.
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has accumulated deficit of 4,857,902and has not generated positive cash flows since inception. The consolidated financial statements do not include any adjustments that may result from the outcome of this uncertainty.
 
 F - 7
  GAMING VENTURES PLC AND ITS SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 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:
 
 The company's assets and liabilities are stated 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 FASB ACS Topic 830 "Foreign Currency matters". All transactions gains and losses of the re-measurement 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.         Income taxes:
  Deferred taxes are determined utilizing the “asset and liability” method, whereby deferred tax asset and liability account balances are determined based on differences between financial reporting and the 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 provides a valuation allowance, when it’s more likely than not that deferred tax assets will not be realized in the foreseeable future.
 
 F - 8
 GAMING VENTURES PLC AND ITS SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 NOTE 2:-       SIGNIFICANT ACCOUNTING POLICIES (Cont.)
 
 f.         Basic and diluted net income (loss) per share-EPS:
  Basic net loss per share is computed based on the weighted average number of common shares outstanding during each year. Diluted 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. As of December 31, 2010 there is no potential for ordinary share dilution.
 
 g. Recently Issued Accounting Pronouncements:
 
 In January 2010, the FASB updated the “Fair Value Measurements Disclosures”. More specifically, this update requires (a) an entity to disclose separately the amounts of significant transfers in and out of Levels 1 and 2 fair value measurements and to describe the reasons for the transfers; and (b) information about purchases, sales, issuances and settlements to be presented separately (i.e. present the activity on a gross basis rather than net) in the reconciliation for fair value measurements using significant unobservable inputs (Level 3 inputs).
 
 This update clarifies existing disclosure requirements for the level of disaggregation used for classes of assets and liabilities measured at fair value, and requires disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements using Level 2 and Level 3 inputs. As applicable to the Company, this became effective as of the first interim or annual reporting period beginning after December 15, 2009, except for the gross presentation of the Level 3 roll forward information, which is required for annual reporting periods beginning after December 15, 2010 and for interim reporting periods within those years. As applicable to the Company, the adoption of the new guidance did not have a material impact on its consolidated financial statements.
 
 F - 9
 
 
 GAMING VENTURES PLC AND ITS SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 U.S. dollars, except share data
 
 NOTE 3:-       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.         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.
  NOTE 4:-       INCOME TAXES
 
 a.         The Company and its subsidiary are incorporated in the Isle of Man and therefore are not taxable.
 
 b.         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:
 
 Year ended December 31


Year ended December 31,


Year ended December 31,2010


2009


2008Operating loss carry forward

$
-


$
-


$
26,382Deferred tax asset before valuation allowance

$
-


$
-


$
7,387Valuation allowance

$
-


$
-


$
(7,387
)Net deferred tax asset

$
-


$
-


$
-
  NOTE 5:- FINANCIAL EXPENSES
 
 Year ended December 31


Year ended December 31,


Year ended December 31,2010


2009


2008Financial expenses:Interest, bank charges and fees, net

$
-


$
(439
)

$
825Interest on promissory note


21,544



181,347



128,246$
21,544


$
180,908


$
129,071