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

                                    FORM 20-F

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

                                       OR

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

                   FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007

                                       OR

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

                                       OR

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

                        COMMISSION FILE NUMBER: 000-52163

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

                                   ISLE OF MAN
                 (Jurisdiction of incorporation or organization)

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

   SHIMON CITRON, +972 3 647 1884, FAX: +972 3 647 2722, KYRIAT ATIDIM, PO BOX
                          58070, TEL AVIV 61580, 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 [_]     NO [X]

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

                               YES [_]     NO [X]

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

                               YES [X]     NO [_]

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

LARGE ACCELERATED FILER [_]   ACCELERATED FILER [_]   NON-ACCELERATED FILER [X]

Indicate by check mark which 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    OTHER [_]
                 BY THE INTERNATIONAL ACCOUNTING STANDARDS BOARD [_]

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 [_]     ITEM 18 [X]

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

                               YES [_]     NO [X]


                                       2`

`TABLE OF CONTENTS

                                                                            PAGE
                                                                            ----

PART I

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

           Item 2.   OFFER STATISTICS AND EXPECTED TIMETABLE                  6

           Item 3.   KEY INFORMATION                                          6

                     A. Selected Financial Data                               6

                     B. Capitalization and Indebtedness                      10

                     C. Reasons for the Offer and Use of Proceeds            10

                     D. Risk Factors                                         10

           Item 4.   INFORMATION ON THE COMPANY                              16

                     A. History and Development of the Company               16

                     B. Business Overview                                    18

                     C. Organizational Structure                             25

                     D. Property, Plants and Equipment                       25

           Item 4A.  UNRESOLVED STAFF COMMENTS                               25

           Item 5.   OPERATING AND FINANCIAL REVIEW AND
                     PROSPECTS                                               25

                     A. Operating Results                                    27

                     B. Liquidity and Capital Resources                      28

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

                     D. Trend Information                                    28

                     E. Off - Balance Sheet Arrangements                     28

                     F. Tabular Disclosure of Contractual Obligations        28


                                       3`

`Item 6.   DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES              29

                     A. Directors and Senior Management                      29

                     B. Compensation                                         29

                     C. Board Practices                                      29

                     D. Employees                                            30

                     E. Share Ownership                                      30

           Item 7.   MAJOR SHAREHOLDERS AND RELATED PARTY
                     TRANSACTIONS                                            31

                     A. Major Shareholders                                   31

                     B. Related Party Transactions                           31

                     C. Interests of Expert and Counsel                      32

           Item 8.   FINANCIAL INFORMATION                                   32

           Item 9.   THE OFFER AND LISTING                                   32

                     A. Offer and Listing Details                            32

                     B. Plan of Distribution                                 32

                     C. Markets                                              32

                     D. Selling Shareholders                                 32

                     E. Dilution                                             32

                     F. Expenses of the Issue                                32

           Item 10.  ADDITIONAL INFORMATION                                  33

                     A. Share Capital                                        33

                     B. Memorandum and Articles of Association               33

                     C. Material Contracts                                   33

                     D. Exchange Controls                                    35

                     E. Taxation                                             35

                     F. Dividends and Paying Agents                          39

                     G. Statements by Experts                                39

                     H. Documents on Display                                 39

                     I. Subsidiary Information                               39

           Item 11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES
                     ABOUT MARKET RISK                                       39

           Item 12.  DESCRIPTION OF SECURITIES OTHER THAN EQUITY
                     SECURITIES                                              39


                                       4`

`PART II

           Item 13.  DEFAULTS, DIVIDEND ARREARAGES AND
                     DELINQUENCIES                                           40

           Item 14.  MATERIAL MODIFICATIONS TO THE RIGHTS OF
                     SECURITY HOLDERS AND USE OF PROCEEDS                    40

           Item 15.  CONTROLS AND PROCEDURES                                 40

           Item 16.  RESERVED                                                41

           Item 16A. AUDIT COMMITTEE FINANCIAL EXPERT                        41

           Item 16B. CODE OF ETHICS                                          41

           Item 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES                  41

           Item 16D. EXEMPTIONS FROM THE LISTING STANDARDS
                     FOR AUDIT COMMITTEE                                     41

           Item 16E  PURCHASES OF EQUITY SECURITIES BY THE
                     ISSUER AND AFFILIATED PURCHASERS                        41

PART III

           Item 17.  FINANCIAL STATEMENTS                                    42

           Item 18.  FINANCIAL STATEMENTS                                    42

           Item 19.  EXHIBITS                                                42


                                        5`

`PART I

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 DATA

The following tables present our consolidated statement of operations and
balance sheet data for the periods and as of the dates indicated. We derived the
statements of operations data for the periods commencing January 1, 2007 through
December 31, 2007 and July 11, 2006 (inception) through December 31, 2006 and
the balance sheets data as of December 31, 2007 and as of December 31, 2006 from
our consolidated financial statements included in Item 18 of this annual report,
which have been prepared in accordance with generally accepted accounting
principles as applied in the United States, or U.S. GAAP. Our consolidated
financial statements have been audited by Ziv Haft independent registered public
accounting firm, a BDO member firm. You should read the selected consolidated
financial data set forth below together with our consolidated financial
statements included elsewhere in this annual report. See "Item 5. Operating and
Financial Review and Prospects."


                                        6`

`CONSOLIDATED STATEMENT OF OPERATIONS
--------------------------------------------------------------------------------
U.S. DOLLARS

                                                                                                    PERIOD FROM
                                                                                                  INCEPTION (JULY
                                                                                  YEAR ENDED      11, 2006) TO
                                                                                  DECEMBER 31       DECEMBER 31
                                                                                ------------       ------------
                                                                                    2007               2006
                                                                                ------------       ------------

 Revenues                                                                            154,745            800,708
 Cost of revenues                                                                          -              4,562
                                                                                ------------       ------------

 Gross profit                                                                        154,745            796,146
                                                                                ------------       ------------

 Operating expenses:
   Research and development                                                          622,387            696,310
   Selling and marketing                                                               6,858             13,508
   General and administrative                                                        503,657             97,491
                                                                                ------------       ------------

 TOTAL operating expenses                                                          1,132,902            807,309
                                                                                ------------       ------------

 Operating loss                                                                      978,157             11,163

 Financial expenses, net                                                              46,790             69,388
                                                                                ------------       ------------

 Loss before Taxes on Income                                                       1,024,947             80,551
                                                                                ------------       ------------

 Taxes on income                                                                           -                  -
                                                                                ------------       ------------

 Minority interests in losses (profits) of subsidiaries                              138,373            (24,374)
                                                                                ------------       ------------

 Net loss from continuing operation                                             $    886,574       $    104,925
 Net loss from discontinued operation, net                                           676,168            790,115
                                                                                ------------       ------------
 Net Loss                                                                          1,562,742            895,040
                                                                                ============       ============

 Basic and diluted net loss per share from continuing operation                 $      0.027       $      0.003
                                                                                ============       ============
   Basic and diluted net loss per share from discontinued operation                    0.021              0.025
                                                                                ============       ============
   Total Basic and diluted net loss per share                                          0.048              0.028
                                                                                ============       ============
 Weighted average number of common stock used in computing basic and
 diluted net loss per share                                                       32,315,698         32,315,698
                                                                                ============       ============


                                       7`

`CONSOLIDATED BALANCE SHEET
--------------------------------------------------------------------------------
U.S. DOLLARS


                                                                                         DECEMBER 31,
                                                                                ---------------------------
                                                                                   2007             2006
                                                                                ----------       ----------
     ASSETS

 CURRENT ASSETS:
   Cash and cash equivalents                                                    $      890       $  638,309
   Trade receivables (net of allowance for doubtful
   accounts of $405,452 as of December 31,2007)                                          -          795,452
   Other accounts receivable, prepaid expenses and related parties                       -           21,100
                                                                                ----------       ----------

 TOTAL current assets                                                                  890        1,454,861
                                                                                ----------       ----------

 PROPERTY AND EQUIPMENT, NET                                                             -           51,627
                                                                                ==========       ==========
 ASSETS ATTRIBUTED TO DISCONTINUED OPERATIONS                                       31,506           36,231
                                                                                ----------       ----------

 Total assets                                                                   $   32,396       $1,542,719
                                                                                ==========       ==========


                                        8`

`CONSOLIDATED BALANCE SHEET
--------------------------------------------------------------------------------
U.S. DOLLARS

                                                                                        DECEMBER 31,
                                                                                ----------------------------
                                                                                    2007            2006
                                                                                -----------      -----------
     LIABILITIES AND STOCKHOLDERS' DEFICIENCY

 CURRENT LIABILITIES:
   Advance payments                                                             $         -      $    44,745
   Related parties                                                                  382,515          742,009
   Promissory note current portion                                                  900,000          450,000
                                                                                -----------      -----------

 TOTAL current liabilities                                                        1,282,515        1,236,754
                                                                                -----------      -----------

 LONG TERM LIABILITIES:

   Call option                                                                            -          114,850
   Promissory note                                                                1,584,954        1,872,840
                                                                                -----------      -----------
 TOTAL long term liabilities
                                                                                  1,584,954        1,987,690
                                                                                -----------      -----------

 MINORITY INTEREST                                                                        -          138,374

 LIABILITIES ATTRIBUTED TO DISCONTINUED OPERATIONS                                1,525,599          977,831

 Total liabilities                                                                4,393,068        4,340,649
                                                                                -----------      -----------

 STOCKHOLDERS' DEFICIENCY:
   Common stock of (pound)0.0001 par value:
   Authorized: 55,000,000 shares at December 31, 2007; Issued and outstanding:
     32,315,698 shares at December 31, 2007                                           5,960            5,960
   Additional paid-in capital                                                       341,150          341,150
   Accumulated deficit                                                           (4,707,782)      (3,145,040)
                                                                                -----------      -----------

 TOTAL stockholders' deficiency                                                  (4,360,672)      (2,797,930)
                                                                                -----------      -----------

 TOTAL liabilities and stockholders' deficiency                                 $    32,396      $ 1,542,719
                                                                                ===========      ===========

GOING CONCERN

     We have generated revenues since inception but they were not an adequate
source of cash to fund future operations. Historically we have relied on private
placement issuances of equity. In their report to the shareholders dated July
24, 2008, which is part of the financial statements included under Item 18 of
this annual report, our auditors stated that "The accompanying consolidated
financial statements have been prepared assuming that the Company will continue
as a going concern. As discussed in Note 1B to the consolidated financial
statements, the Company has suffered losses from operations and has negative
operating cash flows from operations that raise substantial doubt about the
Company's ability to continue as a going concern. The consolidated financial
statements do not include any adjustments to reflect the possible future effects
on the recoverability and classification of assets or the amount and
classification of liabilities that may result from the outcome of these
uncertainties".


                                       9`

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

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

B. CAPITALIZATION AND INDEBTEDNESS

Not applicable.

C. REASONS FOR OFFER AND USE OF PROCEEDS

Not applicable.

D. RISK FACTORS

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

              RISKS RELATED TO WIN GAMING MEDIA INC.'S SHAREHOLDERS

THE TAX CONSEQUENCES OF THE CONTEMPLATED SPINOFF TRANSACTION ON WIN GAMING MEDIA
INC. AND ITS SHAREHOLDERS ARE UNCERTAIN.

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

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

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

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


                                       10`

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

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

                      GENERAL RISKS RELATED TO OUR BUSINESS

NO OPERATING HISTORY MAKES OUR FUTURE SUCCESS UNCERTAIN.

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

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

We have generated revenues since inception but they were not an adequate source
of cash to fund future operations. Historically we have relied on private
placement issuances of equity. Also, at December 31, 2007, we had an accumulated
deficit of $4,707,782. Furthermore, in their report to the shareholders dated
July 24, 2008, which is part of the financial statements included under Item 18
of this annual report, our auditors stated that "The accompanying consolidated
financial statements have been prepared assuming that the Company will continue
as a going concern. As discussed in Note 1B to the consolidated financial
statements, the Company has suffered losses from operations and has negative
operating cash flows from operations that raise substantial doubt about the
Company's ability to continue as a going concern. The consolidated financial
statements do not include any adjustments to reflect the possible future effects
on the recoverability and classification of assets or the amount and
classification of liabilities that may result from the outcome of these
uncertainties".

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

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

INABILITY TO MANAGE GROWTH MAY ADVERSELY AFFECT OUR BUSINESS.

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

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

- Potentially weak protection of intellectual property rights;

- Economic and political instability;

- Import or export licensing requirements;


                                       11`

`- Trade restrictions;

- Difficulties in collecting accounts receivable;

- Longer payment cycles;

- Unexpected changes in regulatory requirements and tariffs;

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

- Fluctuations in exchange rates; and

- Potentially adverse tax consequences.

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

Currently, we depend on a relatively small number of key employees of our parent
company, Win Gaming Media, Inc., especially, Shimon Citron, Win Gaming Media
Inc.'s Chief Executive Officer, and Jacob Bar-Shalom, Win Gaming Media's Chief
Financial Officer, the loss of any of whom could have an adverse affect on the
financial performance of our business. Even though Win Gaming Media Inc. has
employment agreements with certain of these employees, it cannot assure us that
they will continue their service with us.

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

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

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

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

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

- The mix of games and other products developed by us;

- Our inability to obtain customers and strategic partners;

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

- Technical difficulties with respect to the use of our software;

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

- Adverse regulatory developments in the business of games for pay;

- Our inability to license additional games from third parties; and

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

WE ARE EXPOSED TO FLUCTUATIONS IN CURRENCY EXCHANGE RATES.

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


                                       12`

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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


                                       13`

`RISKS RELATED TO OUR TECHNOLOGY

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

Our commercial success will depend in part on our ability to obtain and maintain
patent protection on our BJ Software and other products and technologies and
successfully defend these patents and technologies against third-party
challenges. Patents we use may be challenged or invalidated or may fail to
provide us with any competitive advantage. Moreover, in certain parts of the
world, such as in China, western companies are adversely affected by poor
enforcement of intellectual property rights.

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

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

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

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

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

OUR PRODUCTS MAY NOT ACHIEVE MARKET ACCEPTANCE.

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

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

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

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

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


                                       14`

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

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

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

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

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

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

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

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

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

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

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


                                       15`

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

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

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

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

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

ITEM 4 - INFORMATION ON THE COMPANY

A. HISTORY AND DEVELOPMENT OF THE COMPANY

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


                                       16`

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

On September 25, 2006 we signed with Win Gaming Media a promissory note in the
principal amount of $2.25 million This promissory note has a term of five years.
Principal is payable in five equal annual installments of $450,000 and carries
an annual interest of US Libor +1.5%.The note will be secured by a Debenture and
Equitable Share between Win Gaming Media and us. Win Gaming Media intends to
have a lien (with priority over Zone4Play DE) on all of our assets including our
shares in our subsidiaries.

We had two operating subsidiaries: RNG Gaming Limited and Get21 Limited, both
Isle of Man companies. Effective July 15, 2007, we have decided to cease the
marketing services provided for gaming applications marketing activities through
our subsidiary Get21 due to cash flow difficulties.

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

On September 14, 2006, Gaming, RNG, and Golden Palace entered into an agreement,
which was amended on January 10, 2007, under which Golden Palace has agreed to
invest $600,000 in RNG in return for 20% of the ordinary shares of RNG. Pursuant
to terms of this agreement, Golden Palace has an option to acquire an additional
30% of the ordinary shares of RNG (but not more than 50% of RNG or more than the
amount owned by us) at a price of $100,000 per each additional percentage
interest of the ordinary shares of RNG, if the option is exercised on or before
September 14, 2008; $180,000 per each additional percentage interest of the
ordinary shares of RNG, if the option is exercised upon RNG becoming a public
traded company or upon the completion of a private placement of securities for
consideration of not less than $4,000,000 to third parties, at a company
valuation of $18,000,000. Such option can be exercised by Golden Palace during a
period commencing on the date of the agreement and terminating upon the earliest
of: (1) September 14, 2008; (2) RNG becoming a public company; or (3) completion
by RNG of a private placement for securities for consideration of not less than
$4,000,000 by third parties, at a company valuation of $18,000,000. We currently
hold 80% of RNG's share capital, and we consolidate its financial statements in
which the minority interest represents Golden Palace's current holdings. We have
recorded the call option granted to Golden Palace as a derivative in the long
-term liability section. The call option is being measured at fair value and it
is marked to market in accordance with "Accounting for Freestanding Derivative
Financial Instruments Indexed to, and Potentially Settled in, the Stock of a
Consolidated Subsidiary" (EITF 00-6). The call option has expired as of December
31, 2007.

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

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

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

Effective on July 15, 2007, we have decided to cease the marketing services
provided for gaming applications marketing activities through our subsidiary
Get21. Consequently, assets, liabilities and operating results that were
attributed to Get21 activity were presented as discontinued operations. Under
Statement of Financial Accounting Standards ("SFAS") No. 144 ("SFAS 144"), when
a component of an entity, as defined in SFAS 144, has been disposed of or is
classified as held for sale, the results of its operations, including the gain
or loss on its disposal should be classified as discontinued operations and the
assets and liabilities of such component should be classified as assets and
liabilities attributed to discontinued operations, that is provided that the
operations, assets and liabilities and cash flows of the component have been
eliminated from the company's consolidated operations and the Company will no
longer have any significant continuing involvement in the operations of the
component.


                                       17`

`Our subsidiary RNG has signed a non-exclusive license agreement with industry
leader Golden Palace Ltd to offer non-U.S. customers the Blackjack Software
service. The agreement allows for Golden Palace poker players to be integrated
into a single E-Cash wallet, to enhance the cross-marketing opportunities
between Golden Palace poker players and the new multiplayer blackjack tournament
service. As a result, Golden Palace online poker players are able to participate
in the game by using their existing account without the need to re-register. We
have developed a patent application for the Blackjack Software which was pending
with the U.S. Patent and Trademark Office. In January 2008 we decided to abandon
this application.

Currently, we (including our subsidiary RNG) receive all administrative
services, including management, office space and secretarial services, and
research and development services in connection with the development of the BJ
Software from Win Gaming Media's wholly owned subsidiary, Zone4Play (Israel)
Ltd. ("Z4P Israel") pursuant to a services agreement. The consideration to be
paid by us on a monthly basis to Z4P Israel for these services is based on Z4P
Israel's cost plus a 10% of the cost.

B. BUSINESS OVERVIEW

Through our subsidiaries we entered the online gambling business, initially with
our proprietary Blackjack software game based on the BJ Software. We intend to
license our Blackjack software to owners of other gambling websites. The only
website that we own to date is www.get21.com, the content of which is not part
of this annual report. This website was closed effective July 15, 2007 and at
that time we ceased our marketing activity due to cash flow difficulties. The
Company intends to look for other sources of revenues and we expect that until
the Company become profitable the Company's shareholders will continue to
finance the Company.

ONLINE GAMBLERS.

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

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

Our revenues in 2007 were derived from the license agreement by our Subsidiary
RNG with Golden Palace and from the marketing services provide to Golden Palace,
licensing our Blackjack software to licensees and charging setup fees and a
revenue share based on a percentage of the licensee's net revenue. Currently we
have one customer, Golden Palace, pursuant to a license agreement that was
signed on October 31, 2006.

OUR STRATEGY.

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


                                       18`

`OUR KEY STRATEGIES INCLUDE THE FOLLOWING:

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

o    License our software to third parties.

OUR COMPETITIVE STRENGTHS.

Our competitive strengths include the following:

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

o    Experience in the gaming software development market.

OUR PRODUCTS AND TECHNOLOGY.

Our BJ Software was developed by Win Gaming Media. Win Gaming Media specializes
in the development of software solutions for the interactive gaming industry.
Through our wholly owned subsidiary, RNG, as well as through Win Gaming Media,
we continued developing the BJ Software. Win Gaming Media has developed a
pending patent application for the BJ Software which is currently pending with
the U.S. Patent and Trademark Office. In January 2008 we decided to abandon this
application.

OUR BLACKJACK GAME.

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

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

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

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

COMPETITION

GAMING SOFTWARE PROVIDERS.

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

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

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

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


                                       19`

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

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

MARKET SIZE AND GROWTH

The interactive entertainment market has emerged as a result of the growth and
technological advancement in the communications industry. One of the key
segments of the interactive entertainment market is online gaming which has
experienced growth since its emergence in the early 1990s. Estimates and growth
rates of the online gaming market vary and are hard to determine.

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

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

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

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

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

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

ADVANTAGES OF MULTI-PLAYER BLACKJACK

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

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


                                       20`

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

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

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

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

ONLINE CASINOS

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

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

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

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

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

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


                                       21`

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

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

GOVERNMENT REGULATION

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

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

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

U.S. GAMING REGULATION

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


                                       22`

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

INDIRECT PROHIBITION EFFORTS

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

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

U.K. REGULATION OF ONLINE GAMING

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

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

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

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

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

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


                                       23`

`REST OF EUROPE

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

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

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

FRANCE AND GERMANY

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

SCANDINAVIAN COUNTRIES

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

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

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

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

OTHER LAWS AND REGULATIONS

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


                                       24`

`C. ORGANIZATIONAL STRUCTURE

We own the entire ownership interest of our subsidiary Get21, which ceased
operations on July 15, 2007, and 80% in our subsidiary RNG. Both companies are
incorporated in the Isle of Man.

D. PROPERTY, PLANTS AND EQUIPMENT

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

ITEM 4A - UNRESOLVED STAFF COMMENTS

None

ITEM 5 - OPERATING AND FINANCIAL REVIEW AND PROSPECTS

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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

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

IMPAIRMENT OF LONG-LIVED ASSETS:

Our long-lived assets are reviewed for impairment in accordance with Statement
of Financial Accounting Standard ("SFAS") No. 144, "Accounting for the
Impairment or Disposal of Long- Lived Assets" ("SFAS No. 144") whenever events
or changes in circumstances indicate that the carrying amount of an asset may
not be recoverable. Recoverability of assets to be held and used is measured by
a comparison of the carrying amount of an asset to the future undiscounted cash
flows expected to be generated by the asset. If such asset is considered to be
impaired, the impairment to be recognized is measured by the amount by which the
carrying amount of the asset exceeds the fair value. As of December 31, 2007 and
as of December 31, 2006, no impairment losses have been identified.

REVENUE RECOGNITION

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

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

During fiscal 2007 the Company was not involved in multiple arrangements. In
fiscal 2006 the arrangements that include multiple elements were usually
arrangements where the Company sold software products and Post Contract Support
("PCS"). For these multiple elements, SOP 97-2 requires that the fair value of
each component in a multiple element arrangement will be determined based on the
vendor's specific objective evidence ("VSOE") for that element, and revenue is
allocated to each component based on its fair value. SOP 98-9 requires that
revenue be recognized under the "residual method" when VSOE does not exist for
all the delivered elements, VSOE of fair value exists for all undelivered
elements, and all other SOP 97-2 criteria are met. Under the residual method,
any discount in the arrangement is allocated to the delivered elements. The
specific objective evidence for the PCS is established by the price charged on
separate PCS renewal contracts. The revenue associated with the delivered
elements was recognized using the residual method discussed above.


                                       25`

`RESEARCH AND DEVELOPMENT

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

FOREIGN CURRENCY RISK

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

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

GOVERNMENT POLICIES

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

RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards, ("SFAS") No. 157, "Fair Value
Measurements" ("SFAS No. 157"). This Standard defines fair value, establishes a
framework for measuring fair value in generally accepted accounting principles
and expands disclosures about fair value measurements. The provisions of SFAS
No. 157 are effective for the Company beginning January 1, 2008. The FASB issued
a FASB Staff Position (FSP) to defer the effective date of SFAS No. 157 for one
year for all nonfinancial assets and nonfinancial liabilities, except for those
items that are recognized or disclosed at fair value in the financial statements
on a recurring basis. The Company does not expect the adoption will have
material impact on its consolidated financial statements.

In February 2007, the FASB issued Financial Accounting Standard ("FAS") 159,
"The Fair Value Option for Financial Assets and Financial Liabilities" ("FAS
159".) This standard permits entities to choose to measure many financial assets
and financial liabilities at fair value. Unrealized gains and losses on items
for which the fair value option has been elected are reported in earnings. As
applicable to the Company, this statement will be effective as of the year
beginning January 1, 2008. The Company does not expect the adoption of FAS 159
to have a material impact on its consolidated financial statements.

In December 2007, the FASB issued SFAS No. 141(R), "Business Combinations." SFAS
No. 141(R) establishes principles and requirements for how an acquirer
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, the goodwill acquired, and any
non-controlling interest in the acquire. This Statement also establishes
disclosure requirements to enable the evaluation of the nature and financial
effect of the business combination. SFAS No. 141(R) is effective for fiscal
years beginning after December 15, 2008. Earlier adoption is prohibited. The
Company is currently evaluating the potential impact, if any, of the adoption of
FAS 141(R) on its consolidated financial statements.


                                       26`

`In December 2007, the FASB issued SFAS No. 160, "Non-controlling Interests in
Consolidated Financial Statements - an amendment of ARB No. 51." SFAS No. 160
establishes accounting and reporting standards pertaining to ownership interests
in subsidiaries held by parties other than the parent, the amount of net income
attributable to the parent and to the non-controlling interest, changes in a
parent's ownership interest, and the valuation of any retained non-controlling
equity investment when a subsidiary is deconsolidated. This Statement also
establishes disclosure requirements that clearly identify and distinguish
between the interests of the parent and the interests of the non-controlling
owners. SFAS No. 160 is effective for fiscal years beginning on or after
December 15, 2008. The Company is currently evaluating the potential impact, if
any, of the adoption of SFAS No. 160 on its consolidated financial statements.

A. OPERATING RESULTS

OVERVIEW

RESULTS OF OPERATIONS

REVENUES AND COST OF REVENUES

Total revenues from continuing operations for, the year ended on December 31,
2007 decreased by 80% to $157,745 from $800,708 in the period of July 11, 2006
through December 31, 2006. The decrease in revenues was due to a contract with
Golden Palace Ltd for the license of our multiplayer tournaments blackjack that
we had in 2006.

Cost of revenues from continuing operations for 2007 decreased by 100% to $0
from $4,562 in 2006.

RESEARCH AND DEVELOPMENT

Research and development expenses for continuing operations for the year ended
December 31, 2007 decreased by 10% to $622,387 from $696,310 for the period of
July 11, 2006 through December 31, 2006. The decrease is primarily attributable
to the lay off of employees, decreased general and administrative expenses
allocated to the research and development department as a result of lay off of
employees.

SALES AND MARKETING

Sales and marketing expenses for continuing operations for the year ended
December 31, 2007 decreased by 49% to $6,858 from $13,508 for the period of July
11, 2006 through December 31, 2006.

GENERAL AND ADMINISTRATIVE

General and administrative expenses for continuing operations for the year ended
December 31, 2007 increased by 516% to $503,657 from $97,491 for the period of
July 11, 2006 through December 31, 2006.

The increase is mainly related to an allowance for doubtful debt in the amount
of $405,452 owed to us by Golden Palace Ltd that was recorded in our subsidiary
RNG. Other expenses are primarily attributable to accounting and legal expenses
and payroll expenses due to services received from Zone 4 Play (Israel) Ltd.

NET LOSS

Net loss from continuing operations for the year ended December 31, 2007 was
increased by 844% to $886,574 as compared to net loss of $104,925 for the period
of July 11, 2006 through December 31, 2006. Net loss per share for continuing
operations for 2007 was $0.027, compared to $0.003 for the period of July 11,
2006 to December 31, 2006.

The net loss increase for continuing operations in 2007 was mainly due to the
significant reduction in revenues and for the allowance of $405,452 for doubtful
debt.

Our weighted average number of shares of common stock used in computing basic
and diluted net loss per share for the year ended December 31, 2007 and the
period of July 11, 2006 through December 31, 2006 was 32,315,698.


                                       27`

`B. LIQUIDITY AND CAPITAL RESOURCES

Operating activities used cash of $637,419 for the year ended December 31, 2007
comparing to generating cash of $62,349 in for the period of July 11, 2006
through December 31, 2006. Cash used for operating activities for the year ended
December 31, 2007 resulted primarily from a net loss of $1,562,742 offset by the
decrease in trade receivable of $795,452.

Financing activities generated cash of $0 for the year ended December 31, 2007
compared to $575,960 for the period of July 11, 2006 thorough December 31, 2006,
which were due to the issuance of shares in 2006.

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

OUTLOOK

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

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

Research and development expenses for the period commencing January 1, 2007 to
December 31, 2007 were $622,387 which is primarily attributable to service
received by Win Gaming Media which has developed a patent application for the BJ
Software which was filed with the U.S. Patent and Trademark Office. All rights
in connection with the patent application pertaining to the BJ Software have
been assigned to the Company and following the spin-off Win Gaming Media will no
longer retain any patent rights obtained under the application. The patent was
abandoned as of January 2008.

D. TREND INFORMATION

We have very little operating history. Trends within the online gaming industry
that may affect our financial results at the end of this fiscal year include
changes in customer loyalty and gaming habits, government regulation, and
developing internet infrastructure.

E. OFF BALANCE SHEET ARRANGEMENTS

None.

F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The following table presents further information relating to our liquidity as of
December 31, 2007: The amounts indicated do not include future interest

                                                                                           2010-
                                                                    2008        2009        2012   MORE THAN
      CONTRACTUAL OBLIGATIONS (U.S. $ IN THOUSANDS)    TOTAL        YEAR       YEARS       YEARS    5 YEARS
                                                      -------     -------     -------     -------   -------

      Promissory note (Libor +1.5%)                   $ 2,250     $   900     $   450     $   900   N/A
      Total                                           $ 2,250     $   900     $   450     $   900   N/A


                                       28`

`ITEM 6 - DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. DIRECTORS AND SENIOR MANAGEMENT

Set forth below is information concerning our executive officers and directors
as of July 15, 2008.

NAME                        AGE             POSITION
----                        ---             --------

Shimon Citron               53              Chief Executive Officer, Director
Jacob Bar-Shalom            42              Chief Financial Officer
Avi Abramowitz              47              Director

Mr. Shimon Citron founded Win Gaming Media, Inc., in 2001 and he has held the
positions of Chief Executive Officer and director of Win Gaming Media from
inception and until May 8, 2007, and from June 19, 2008 to date.

Jacob Bar-Shalom has joined as our Chief Financial Officer effective July 1,
2008, pursuant to a contract signed between Win Gaming Media and C.F.O. - OUT
SOURCING SERVICES LTD., an Israeli company that provides financial services and
for which Mr. Bar-Shalom works. Therefore, Mr. Bar-Shalom does not have a
separate compensation arrangements with us or with Win Gaming Media. During
2007-2008 Mr. Bar-Shalom served as the CFO of the Israeli branch of Veolia
Environment. During 2006-2007 Mr. Bar-Shalom served as the acting CFO of ACRO
Inc. From 2002 through 2005 Mr. Bar-Shalom served as the CFO of Digital Fuel
Technologies Inc. Mr. Bar-Shalom holds an MBA from the Hebrew University in
Jerusalem, and he is a Certified Public Accountant in the US.

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

Ronen Zadok resigned from our board of directors on May 8, 2007.

B. COMPENSATION

None of our officers and directors is being compensated by us. Currently, Z4P
Israel 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 directors. According to the
articles of association the office of a director shall be vacated if:

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


                                       29`

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

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

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

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

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

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

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

The articles of association provide that:

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

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 Z4P Israel all administrative,
research and development services and management, including the services of
Shimon Citron, our Chief Executive Officer who is also Win Gaming Media's Chief
Executive Officer and of Jacob Bar-Shalom, our Chief Financial Officer, who is
also Win Gaming Media's Chief Financial Officer. All of Win Gaming Media's
employees are based in Israel. In the future, once the contemplated spinoff of
our shares by Win Gaming Media takes place, we expect to put in place an
independent management team and our own employees.

E. SHARE OWNERSHIP

Win Gaming Media, Inc, our parent company and sole shareholder, owns 32,315,698
ordinary shares of our company.


                                       30`

`ITEM 7 - MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTION

A. MAJOR SHAREHOLDERS

All of our issued 32,315,698 ordinary shares are owned by Win Gaming Media, Inc.
We have no other shareholders.

B. RELATED PARTY TRANSACTIONS

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

Win Gaming Media owns all of our issued and outstanding ordinary shares and has
the full control over our operations. The agreement between us and Zone4Play
Israel shall continue in effect until the first to occur of (i) one year from
the date of this agreement; (ii) the occurrence of a material, continuing breach
of this agreement by either party, but only in the event that the breaching
party fails to cure the same within ninety (90) days of its receipt of written
notice from the other party identifying such material breach and specifying the
steps necessary to cure the breach; or (iii) thirty (30) days after notice of
termination given to us by Zone4Play Israel that it is terminating this
agreement for convenience. Win Gaming Media owns all of our issued and
outstanding ordinary shares and has the full control over our operations. Win
Gaming Media's Chief Executive Officer is also our Chief Executive Officer.

On July 12, 2006, we purchased from Zone4Play DE all right, title and interest
in its intellectual property rights and assets related to its newly developed
multi-player tournament Blackjack software on a "going concern" and "as is"
basis, in exchange for a promissory note in the principal amount of $2.25M. The
purchase price was based on an appraisal report made by an independent
appraiser. This promissory note has a term of five years. Principal is payable
in five equal annual installments of $450,000 and carries annual interest of
Libor +1.5%. The note is secured by a Debenture and Equitable Share Charge
between Zone4Play DE and us. Zone4Play DE has a lien on all of our assets
including our shares in our subsidiaries. As of December 31, 2007, the Company
did not pay any payments owed on account of the promissory note to Zone4Play DE.
There were no changes in the terms of the promissory note. Zone4Play DE could
claim the amounts owed at any time.

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

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

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

Effective July 15, 2007, our board of directors decided to cease the marketing
services provided for gaming applications marketing activities through our
subsidiary Get21.


                                       31`

`C. INTERESTS OF EXPERT AND COUNSEL

Not applicable

ITEM 8 - FINANCIAL INFORMATION

SEE ITEM 18.

LEGAL PROCEEDINGS

None.

DIVIDEND POLICY

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

SIGNIFICANT CHANGES

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

ITEM 9 - THE OFFER AND LISTING

A. OFFER AND LISTING DETAILS

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

B. PLAN OF DISTRIBUTION

Not applicable.

C. MARKETS

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

D. SELLING SHAREHOLDERS

Not applicable.

E. DILUTION

Not applicable.

F. EXPENSES OF THE ISSUE

Not applicable.


                                       32`

`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

BJ SOFTWARE PURCHASE

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

BJ SOFTWARE ASSIGNMENT TO RNG

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

INTER COMPANY AGREEMENT WITH 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, Win Gaming Media, under which we
(including our two subsidiaries) are to receive from Win Gaming Media Israel.,
management services, administrative services including office space and
secretarial services, office supply and communications, and research and
development services, in connection with the development of the BJ Software and
other online gaming software as agreed between the parties. The consideration to
be paid by us to Win Gaming Media Israel for these services is based on Win
Gaming Media Israel's cost plus 10% of the cost.


                                       33`

`PROMISSORY NOTE WITH WIN GAMING MEDIA

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

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

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

SOFTWARE LICENSE AGREEMENT BETWEEN RNG AND GOLDEN PALACE

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

SUBLICENSE AND SOFTWARE AGREEMENT BETWEEN GET21 AND GOLDEN PALACE

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


                                       34`

`D. EXCHANGE CONTROLS

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

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

E. MATERIAL TAX CONSIDERATIONS

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

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

U.S. TAXATION

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

This 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 income tax consequences to a person that is not a
U.S. holder, nor does it describe the rules applicable to determine a taxpayer's
status as a U.S. holder.

This discussion is based on current provisions of the Internal Revenue Code of
1986, as amended, existing and proposed Treasury regulations promulgated
thereunder, and administrative and judicial interpretations thereof, all as in
effect on the date hereof and all of which are subject to change, possibly on a
retroactive basis and open to differing interpretations. This discussion does
not address all aspects of U.S. federal income taxation that may be relevant to
any particular shareholder based on such shareholder's particular circumstances.
In particular, this discussion does not address the tax treatment of a U.S.
holder who is: (1) a bank, insurance company, or other financial institution or
"financial services entity"; (2) regulated investment company, real estate
investment trust, or grantor trust; (3) a broker or dealer in securities or
foreign currency; (4) a person who acquires our ordinary shares in connection
with employment or other performance of services or who acquired ordinary shares
in the form of a bonus shares from us; (5) that is subject to the alternative
minimum tax; (6) that holds or owns the ordinary shares as part of a hedge or as
part of a hedging transaction, straddle, conversion or constructive sale
transaction or other risk-reduction transaction for U.S. federal income tax
purposes; (7) a tax-exempt entity; (8) an individual that has expatriated or who
is former citizen or long-term resident of the United States; and (9) a person
having a functional currency other then U.S. dollar.


                                       35`

`This discussion does not address the tax treatment of a U.S. holder that owns,
directly or constructively, at any time, shares representing 10% or more of our
voting power of value. Additionally, the tax treatment of persons who hold
ordinary shares through a partnership or other pass-through entity are not
considered, nor are the possible application of U.S. federal gift or estate
taxes or alternative minimum tax or any aspect of state, local or non-U.S. tax
laws.

Each prospective investor is advised to consult his or her own tax advisor with
respect to the specific U.S. federal and state income tax consequences to such
person of purchasing, holding or disposing of the ordinary shares.

DISTRIBUTIONS ON ORDINARY SHARES

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

In general, preferential tax rates not to exceed 15% for "qualified dividend
income" and long-term capital gains are applicable to U.S. holders that are
individuals, estates, or trusts. 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. The U.S. Internal Revenue Service ("IRS") has
indicated that the Israel/U.S. Income Tax Treaty satisfies this requirement and
we believe that we are eligible for the benefits of that treaty. A U.S. holder
will not be entitled to the preferential tax rate: (a) if the U.S. holder has
not held the ordinary shares for at least 61 days of the 121 day period
beginning on the date which is 60 days before the ex-dividend date, or (b) 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 share are not counted towards meeting the
61-day requirement. Finally, U.S. holders who elect to treat the dividend income
as "investment income" pursuant to Code Section 153(d)(4) will not be eligible
for the preferential rate of tax.

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

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


                                       36`

`DISPOSITION OF SHARES

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

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

PASSIVE FOREIGN INVESTMENT COMPANIES

Special U.S. federal income tax rules apply to a U.S. holder who owns shares of
a foreign corporation that was (at any time during the U.S. holder's holding
period) a "passive foreign investment company" or "PFIC." We would be a passive
foreign investment company, or PFIC, if:

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

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

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

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


                                       37`

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

We do not anticipate being a PFIC in 2007. The tests for determining PFIC
status, however, are applied annually, and it is difficult to make accurate
predictions of future income and assets which are relevant to this
determination. Accordingly, there can be no assurance that we will not become a
PFIC. U.S. holders who hold ordinary shares during a period when we are a PFIC
will be subject to the foregoing rules, even if we cease to be a PFIC, subject
to certain exceptions for U.S. holders who made a QEF or mark-to-market
election. U.S. holders are strongly urged to consult their tax advisors about
the PFIC rules, including the eligibility, manner and consequences to them of
making a QEF or mark-to-market election with respect to our ordinary shares in
the event that we qualify as a PFIC.

BACKUP WITHHOLDING

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

NON-U.S. HOLDERS OF ORDINARY SHARES

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

A non-U.S. holder may be subject to U.S. federal income or withholding tax on a
dividend paid on an ordinary share or the proceeds from the disposition of an
ordinary share if: (1) such item is effectively connected with the conduct by
the non-U.S. holder of a trade or business in the United States and, in the case
of a resident of a country which has an income tax treaty with the United
States, such item is attributable to a permanent establishment or, in the case
of gain realized by an individual non-U.S. holder, a fixed place of business in
the United States; (2) in the case of a disposition of an ordinary share, the
individual non-U.S. holder is present in the United States for 183 days or more
in the taxable year of the sale and certain other conditions are met; or (3) the
non-U.S. holder is subject to U.S. federal income tax pursuant to the provision
of the U.S. tax law applicable to U.S. expatriates.

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

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

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

ISLE OF MAN TAXATION

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

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


                                       38`

`F. DIVIDENDS AND PAYING AGENTS

Not applicable.

G. STATEMENTS BY EXPERTS

Not applicable.

H. DOCUMENTS ON DISPLAY

We are subject to the informational requirements of the Exchange Act applicable
to foreign private issuers and fulfill the obligations with respect to such
requirements by filing reports with the SEC. You may read and copy any document
we file with the SEC without charge at the SEC's public reference room at 100 F
Street, N.E., Washington, 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 - QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

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

ITEM 12 - DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Not applicable.


                                       39`

`PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

Not applicable.

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

Not applicable.

ITEM 15A. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

As of the end of the period covered by this report, our management carried out
an evaluation, under the supervision and with the participation of our board of
directors, and our Chief Executive Officer and principal financial officer, of
the effectiveness of our disclosure controls and procedures pursuant to Exchange
Act Rules 13a-15 and 15d-15. Based upon the evaluation conducted by management
in connection with the audit of the Company's financial statements for the year
ended December 31, 2007, we identified certain significant deficiencies in our
internal control over financial reporting, resulting in a material weakness as
described below, which in turn make it difficult to accumulate the information
required to be disclosed by our company in the reports that it files or submits
under the 1934 Act. A material weakness is "a significant deficiency, or a
combination of significant deficiencies, that results in more than a remote
likelihood that a material misstatement of the annual or interim financial
statements will not be prevented or detected by us in a timely manner." As a
result of this material weakness, our Chief Executive Officer and principal
financial officer concluded that our disclosure controls and procedures were not
effective at the reasonable assurance level as of December 31, 2007.

ITEM 15(T). CONTROLS AND PROCEDURES.

We are responsible for establishing and maintaining adequate internal control
over financial reporting. Our internal control system is designed to provide
reasonable assurance to our management and board of directors regarding the
preparation and fair presentation of published financial statements. All
internal control systems, no matter how well designed, have inherent
limitations. Therefore, even those systems determined to be effective can
provide only reasonable assurance with respect to financial statement
preparation and presentation.

Our management assessed the effectiveness of our internal control over financial
reporting as of December 31, 2007. In making this assessment, it used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission in INTERNAL CONTROL-INTEGRATED FRAMEWORK. Based on our evaluation and
the material weaknesses described below, management concluded that the Company
did not maintain effective internal control over financial reporting as of
December 31, 2007.

Management has identified control deficiencies regarding: 1) lack of segregation
of duties; 2) qualification and training of employees and, 3) the need for
stronger internal control environment. Management of the Company believes that
these material weaknesses are due to the small size of the Company's staff,
exacerbated by the resignations of the Company's Chief Executive Officer and
Chief Financial Officer in 2007. Management took action to replace these
positions; however, the small size of the Company may continue to make it
challenging to maintain adequate controls in the future, such as segregation of
duties, due to the potential costs of such remediation.

The ineffectiveness of internal controls as of December 31, 2007 stemmed in
large part from several significant changes of the Company's executive officers,
discontinued operations and personnel cutback. Although we believe the time to
adapt in the next year will help position us to provide improved internal
control functions into the future, in the interim, these changes caused control
deficiencies, which in the aggregate resulted in a material weakness.

This annual report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting. Our
internal control over financial reporting was not subject to attestation by our
registered public accounting firm pursuant to temporary rules of the SEC that
permit us to provide only management's report in this annual report.


                                       40`

`ITEM 16. [RESERVED]

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

We do not have an audit committee financial expert as defined in Item 401 of
Regulation S-K because at this time we are a wholly owned subsidiary of 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. 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 since our inception for audit services and other
services:

FEE CATEGORY           2007
                     -------

Audit Fees (1)       $10,000

Total Fees           $10,000
                     -------

(1) Consists of fees for professional services rendered in connection with the
audit of our financial statements for the Period from January 1, 2007 to
December 31, 2007.

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

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

Not applicable.

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

Neither we, nor any affiliated purchaser of our company, have repurchased any of
our securities during 2007.


                                       41`

`PART III

ITEM 17 - FINANCIAL STATEMENTS

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

ITEM 18 - FINANCIAL STATEMENTS

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

ITEM 19 - EXHIBITS

(a) Financial Statements

1. Reports of Independent Registered Public Accounting Firm

2. Consolidated Balance Sheets

3. Consolidated Statements of Operations

4. Statements of Changes in Stockholders' Deficiency

5. Consolidated Statements of Cash Flows

6. Notes to Consolidated Financial Statements

(b) Exhibits

EXHIBIT NO.   EXHIBIT

1.1           Memorandum of Association of Gaming Ventures plc.*

1.2           Articles of Association of Gaming Ventures plc.*

2.1           Specimen Share Certificate.*

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

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

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

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

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

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

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


                                       42`

`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.

8.1           Principal subsidiaries of Gaming Ventures plc.***

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

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

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

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

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

*** Filed herewith.

                                   SIGNATURES

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

                                         GAMING VENTURES PLC


                                         By: /s/ Shimon Citron
                                         ---------------------
                                         Shimon Citron, Chief Executive Officer


                                       43`

`GAMING VENTURES PLC AND ITS SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                             AS OF DECEMBER 31, 2007

                                 IN U.S. DOLLARS

                                      INDEX

                                                                 PAGE
                                                                 ----

Report of Independent Registered Public Accounting Firm          F-2

Consolidated Balance Sheets                                    F-3-F-4

Consolidated Statements of Operations                            F-5

Statements of Changes in Stockholders' Deficiency                F-6

Consolidated Statements of Cash Flows                          F-7-F-8

Notes to Consolidated Financial Statements                     F-9-F-20`

`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, 2007 and
2006 and the related consolidated statements of operations changes in
stockholder's deficiency and cash flows for the year ended December 31, 2007 and
the period commencing July 11, 2006 (inception) to December 31, 2006. These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.

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

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of the Company and
its subsidiaries as of December 31, 2007 and 2006 and the consolidated results
of its operations and cash flows for the year ended December 31, 2007 and the
period commencing July 11, 2006 (inception) to December 31, 2006, in conformity
with accounting principles generally accepted in the United States of America.

     The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
1B to the consolidated financial statements, the Company has suffered losses
from operations and has negative operating cash flows from operations 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 24, 2008

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


                                     F - 2`

`GAMING VENTURES PLC AND ITS SUBSIDIARIES

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

                                                                                           DECEMBER 31,
                                                                                    ---------------------------
                                                                                       2007              2006
                                                                                    ----------       ----------

    ASSETS

CURRENT ASSETS:
  Cash and cash equivalents                                                         $      890       $  638,309
  Trade receivables (net of allowance for doubtful accounts of $405,452 as of
  December 31,2007)                                                                          -          795,452
  Other accounts receivable, prepaid expenses and related parties                            -           21,100
                                                                                    ----------       ----------

TOTAL current assets                                                                       890        1,454,861
                                                                                    ----------       ----------

PROPERTY AND EQUIPMENT, NET  (Note 4)                                                        -           51,627
                                                                                    ==========       ==========
ASSETS ATTRIBUTED TO DISCONTINUED OPERATIONS (Note 9)                                   31,506           36,231
                                                                                    ----------       ----------

Total assets                                                                        $   32,396       $1,542,719
                                                                                    ==========       ==========

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


                                     F - 3`

`GAMING VENTURES PLC AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEET
--------------------------------------------------------------------------------
U.S. DOLLARS

                                                                                             DECEMBER 31,
                                                                                    ------------------------------
                                                                                        2007              2006
                                                                                    -----------        -----------

    LIABILITIES AND STOCKHOLDERS' DEFICIENCY

CURRENT LIABILITIES:
  Advance payments                                                                  $         -        $    44,745
  Related parties (Note 8)                                                              382,515            742,009
  Promissory note current portion (Note 1c)                                             900,000            450,000
                                                                                    -----------        -----------

TOTAL current liabilities                                                             1,282,515          1,236,754
                                                                                    -----------        -----------

LONG TERM LIABILITIES:

  Call option (Note 5.b)                                                                      -            114,850
  Promissory note (Note 1c)                                                           1,584,954          1,872,840
                                                                                    -----------        -----------
TOTAL long term liabilities
                                                                                      1,584,954          1,987,690
                                                                                    -----------        -----------

MINORITY INTEREST                                                                             -            138,374

LIABILITIES ATTRIBUTED TO DISCONTINUED OPERATIONS (Note 9)                            1,525,599            977,831

Total liabilities                                                                     4,393,068          4,340,649
                                                                                    -----------        -----------

STOCKHOLDERS' DEFICIENCY (Note 5):
  Common stock of (pound)0.0001 par value:
  Authorized: 55,000,000 shares at December 31, 2007; Issued and outstanding:
    32,315,698 shares at December 31, 2007                                                5,960              5,960
  Additional paid-in capital                                                            341,150            341,150
  Accumulated deficit                                                                (4,707,782)        (3,145,040)
                                                                                    -----------        -----------

TOTAL stockholders' deficiency                                                       (4,360,672)        (2,797,930)
                                                                                    -----------        -----------

TOTAL liabilities and stockholders' deficiency                                      $    32,396        $ 1,542,719
                                                                                    ===========        ===========

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


                                     F - 4`

`GAMING VENTURES PLC AND ITS SUBSIDIARIES

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

                                                                                                         PERIOD FROM
                                                                                                        INCEPTION (JULY
                                                                                       YEAR ENDED        11, 2006) TO
                                                                                       DECEMBER 31       DECEMBER 31
                                                                                      ------------       ------------
                                                                                          2007                2006
                                                                                      ------------       ------------

Revenues                                                                                   154,745            800,708
Cost of revenues                                                                                 -              4,562
                                                                                      ------------       ------------

Gross profit                                                                               154,745            796,146
                                                                                      ------------       ------------

Operating expenses:
  Research and development                                                                 622,387            696,310
  Selling and marketing                                                                      6,858             13,508
  General and administrative                                                               503,657             97,491
                                                                                      ------------       ------------

TOTAL operating expenses                                                                 1,132,902            807,309
                                                                                      ------------       ------------

Operating loss                                                                             978,157             11,163

Financial expenses, net                                                                     46,790             69,388
                                                                                      ------------       ------------

Loss before Taxes on Income                                                              1,024,947             80,551
                                                                                      ------------       ------------

Taxes on income (Note 6)                                                                         -                  -
                                                                                      ------------       ------------

Minority interests in losses (profits) of subsidiaries                                     138,373            (24,374)
                                                                                      ------------       ------------

Net loss from continuing operation                                                    $    886,574       $    104,925
Net loss from discontinued operation, net (Note 9)                                         676,168            790,115
                                                                                      ------------       ------------
Net Loss                                                                                 1,562,742            895,040
                                                                                      ============       ============

Basic and diluted net loss per share from continuing operation                        $      0.027       $      0.003
                                                                                      ============       ============
  Basic and diluted net loss per share from discontinued operation                           0.021              0.025
                                                                                      ============       ============
  Total Basic and diluted net loss per share                                                 0.048              0.028
                                                                                      ============       ============

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

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


                                     F - 5`

`GAMING VENTURES PLC AND ITS SUBSIDIARIES

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

                                                                                    ADDITIONAL                             TOTAL
                                                  COMMON            SHARE            PAID-IN         ACCUMULATED       STOCKHOLDERS'
                                                  STOCK            CAPITAL           CAPITAL           DEFICIT          DEFICIENCY
                                               -----------        ----------        ----------       -----------        -----------
                                                  NUMBER            AMOUNT
                                               -----------        ----------

BALANCE AT JULY 11, 2006 (INCEPTION)                     -        $        -        $        -       $         -        $         -

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

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

Net loss                                                 -                 -                 -        (1,562,742)        (1,562,742)
                                               -----------        ----------        ----------       -----------        -----------
BALANCE AT DECEMBER 31, 2007                    32,315,698             5,960           341,150        (4,707,782)        (4,360,672)
                                               ===========        ==========        ==========       ===========        ===========

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


                                     F - 6`

`GAMING VENTURES PLC AND ITS SUBSIDIARIES

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

                                                                                                        PERIOD FROM
                                                                                                      INCEPTION (JULY
                                                                                    YEAR ENDED ON       11, 2006) TO
                                                                                     DECEMBER 31        DECEMBER 31,
                                                                                     -----------        -----------
                                                                                         2007              2006
                                                                                     -----------        -----------

CASH FLOWS FROM OPERATING ACTIVITIES:

  Net loss                                                                           $(1,562,742)       $  (895,040)
  Adjustments required to reconcile net loss to net cash provided by operating
    activities:
    Depreciation and amortization                                                          5,940              2,203
    Decrease (increase) in trade and other accounts receivable                           795,452           (817,675)
    Increase  (decrease) in trade payables                                              (119,469)           144,520
    Decrease  in other current assets                                                     18,573             44,745
    Change in valuation of Call Option                                                   114,850                  -
    Increase  in related parties                                                         360,682          1,486,382
    Decrease in other current liabilities                                                (44,745)                 -
    Minority interests in profits of subsidiaries                                       (138,374)            24,374
    Interest on promissory note                                                          162,114             72,840
                                                                                     -----------        -----------

Net cash provided by operating activities                                               (637,419)            62,349
                                                                                     -----------        -----------

CASH FLOWS FROM FINANCING ACTIVITIES:

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

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

Increase (decrease) in cash and cash equivalents                                        (637,419)           638,309
Cash and cash equivalents at the beginning of the period                                 638,309                  -
                                                                                     -----------        -----------

Cash and cash equivalents at the end of the period                                   $       890        $   638,309
                                                                                     ===========        ===========

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


                                     F - 7`

`GAMING VENTURES PLC AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS
--------------------------------------------------------------------------------
U.S. DOLLARS

                                                                          PERIOD FROM
                                                                        INCEPTION (JULY
                                                          YEAR ENDED     11, 2006) TO
                                                         DECEMBER 31,    DECEMBER 31,
                                                         ----------       ----------
                                                            2007             2006
                                                         ----------       ----------

NON-CASH TRANSACTION
  Purchase of property and equipment                     $    2,553       $   88,938
                                                         ----------       ----------

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

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

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

  Income taxes                                           $        -       $        -
                                                         ----------       ----------

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


                                     F - 8`

`NOTE 1:- GENERAL

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

     b.   The accompanying consolidated financial statements have been prepared
          assuming that the Company will continue as a going concern. The
          Company has suffered losses from operations since inception. For the
          period since inception to December 31, 2007 the Company incurred a net
          loss and has accumulated deficit of $4,707,782. Despite its net loss,
          the Company has been able to secure financing in order to support its
          operation to date, based on shares issuances and receiving services
          from the parent company. The consolidated financial statements do not
          include any adjustments that may result from the outcome of this
          uncertainty.

     c.   According to an agreement between Gaming Ventures and Zone4Play, Inc
          (a Delaware Company) ("Zone4Play DE"), Gaming Ventures purchased from
          Zone4Play DE all right, title, and interest in its intellectual
          property rights and assets related to its Black Jack business ("BJ
          Business") on a "going concern" and "as is" basis, in exchange for a
          promissory note in the principal amount of $2.25M. The valuation is
          based on an appraisal report made by an independent appraiser. This
          promissory note shall be in effect for Five Years (60 months).
          Principal shall be paid in five (5) equal annual installments of $
          450,000 each and will bear interest of $US Libor +1.5% per annum. The
          note is secured by a Debenture and Equitable Share Charge between
          Zone4Play DE and Gaming Ventures. Zone4Play DE has a lien on all of
          Gaming Ventures' assets including its shares in its subsidiaries. The
          entire amount was recorded as a capital surplus since it reflects a
          transaction among the Win Gaming Media group. The technology was
          previously recorded in Zone4Play DE financial statements at a book
          value of zero. As of December 31, 2007, the Company did not pay any
          payments owed on account of the promissory note to Zone4Play DE. There
          were no changes in the terms of the promissory note. Zone4Play DE
          could claim the amounts owed at any time.

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


                                     F - 9`

`NOTE 1:- GENERAL (CONT.)

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

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

          The Company derived 100% of its revenues in the year 2006 and 2007
          from 1 major customer (see Note 3b).

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:

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

          Accordingly, monetary accounts maintained in currencies other than the
          dollar are re-measured into U.S. dollars in accordance with Statement
          of Financial Accounting Standard No. 52, "Foreign Currency
          Translation" ("SFAS No. 52"). All transactions gains and losses of the
          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.


                                     F - 10`

`NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (CONT.)

     d.   Cash equivalents:

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

     e.   Property and equipment:

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

                                          %
                                        -----

Computers and peripheral equipment       33

     f.   Impairment of long-lived assets:

          The Company's long-lived assets are reviewed for impairment in
          accordance with Statement of Financial Accounting Standard No. 144,
          "Accounting for the Impairment or Disposal of Long- Lived Assets"
          ("SFAS No. 144") whenever events or changes in circumstances indicate
          that the carrying amount of an asset may not be recoverable.
          Recoverability of assets to be held and used is measured by a
          comparison of the carrying amount of an asset to the future
          undiscounted cash flows expected to be generated by the asset. If such
          asset is considered to be impaired, the impairment to be recognized is
          measured by the amount by which the carrying amount of the asset
          exceeds the fair value. As of December 31, 2007 and 2006 no impairment
          losses have been identified.

     g.   Revenue recognition:

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

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


                                     F - 11`

`NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (CONT.)

     g.   Revenue recognition (cont.):

          During fiscal 2007 the Company was not involved in multiple element
          arrangements. In fiscal 2006 the arrangements that include multiple
          elements were usually arrangements where the Company sells software
          products and Post Contract Support ("PCS"). For these multiple
          elements, SOP 97-2 requires that the fair value of each component in a
          multiple element arrangement will be determined based on the vendor's
          specific objective evidence ("VSOE") for that element, and revenue is
          allocated to each component based on its fair value. SOP 98-9 requires
          that revenue be recognized under the "residual method" when VSOE does
          not exist for all the delivered elements, VSOE of fair value exists
          for all undelivered elements, and all other SOP 97-2 criteria are met.
          Under the residual method, any discount in the arrangement is
          allocated to the delivered elements. The specific objective evidence
          for the PCS is established by the price charged on separate PCS
          renewal contracts. The revenue associated with the delivered elements
          was recognized using the residual method discussed above.

     h.   Research and development costs:

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

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

     i.   Income taxes:

          Effective January 1, 2007, the Company adopted Financial
          Interpretation No. 48, "Accounting for Uncertainty in Income Taxes -
          an interpretation of FAS 109" ("FIN 48"), which was issued in June
          2006. FIN 48 clarifies the accounting for uncertainty in income taxes,
          and prescribes a recognition threshold and measurement attributes for
          the financial statement recognition and measurement of a tax position
          taken or expected to be taken in a tax return. The Company's
          accounting policy, pursuant to the adoption of FIN 48, is to classify
          interest and penalties recognized in the financial statements relating
          to uncertain tax positions under the provision for income taxes. The
          adoption of FIN 48 did not result in a change to the Company's
          retained earnings. As of December 31, 2007, there are no unrecognized
          tax benefits.

          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 - 12`

`NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (CONT.)

     j.   Concentrations of credit risk:

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

          Trade receivables of the Company and its subsidiaries are derived from
          one costumer (see Note 2m.).

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

     k.   Fair value of financial instruments:

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

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

          The call option is measured at fair value using Black - Scholes
          pricing model. The promissory note bears interest of $U.S. Libor +1.5%
          per annum. The call option expired in December 31, 2007.

     l.   Basic and diluted net loss per share:

          Loss per share ("EPS") were computed in accordance with provisions of
          SFAS No. 128"Earnings per share" ("SFAS 128"). SFAS 128 requires the
          presentation of both basic and diluted 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. For the years ended
          December 31, 2007 and 2006, the Company accrued net losses and
          therefore basic and diluted earning per share are the same.


                                     F - 13`

`NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (CONT.)

     m.   Provisional for doubtful accounts:

          The provision for doubtful accounts was based on specific receivables,
          which their collection, in the opinion of the Company's management, is
          in doubt. Trade receivables are charged off in the period in which
          they are deemed to be uncollectible. During 2007 the Company recorded
          an allowance for doubtful account in the amount of $405,452.

     n.   Gain on Realization of Shareholdings:

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

     o.   Advertising Costs

          The Company expenses advertising costs as incurred. Advertising costs
          for the period from inception (July 11, 2006) to December 31, 2006 and
          for the year ended in 2007 were $109,348 and $0 respectively.

     p.   Impact of recently issued Accounting Standards:

          In September 2006, the Financial Accounting Standards Board ("FASB")
          issued SFAS No. 157, "Fair Value Measurements" ("SFAS No. 157"). This
          Standard defines fair value, establishes a framework for measuring
          fair value in generally accepted accounting principles and expands
          disclosures about fair value measurements. The provisions of SFAS No.
          157 are effective for the Company beginning January 1, 2008. The FASB
          issued a FASB Staff Position (FSP) to defer the effective date of SFAS
          No. 157 for one year for all nonfinancial assets and nonfinancial
          liabilities, except for those items that are recognized or disclosed
          at fair value in the financial statements on a recurring basis. The
          Company does not expect the adoption will have material impact on its
          consolidated financial statements.

          In February 2007, the FASB issued FAS 159, "The Fair Value Option for
          Financial Assets and Financial Liabilities." This standard permits
          entities to choose to measure many financial assets and financial
          liabilities at fair value. Unrealized gains and losses on items for
          which the fair value option has been elected are reported in earnings.
          As applicable to the Company, this statement will be effective as of
          the year beginning January 1, 2008. The Company does not expect the
          adoption of FAS 159 to have a material impact on its consolidated
          financial statements.


                                     F - 14`

`NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (CONT.)

     p.   Impact of recently issues Accounting Standards (cont.):

          In December 2007, the FASB issued SFAS No. 141(R), "Business
          Combinations." SFAS No. 141(R) establishes principles and requirements
          for how an acquirer recognizes and measures in its financial
          statements the identifiable assets acquired, the liabilities assumed,
          the goodwill acquired, and any non-controlling interest in the
          acquire. This Statement also establishes disclosure requirements to
          enable the evaluation of the nature and financial effect of the
          business combination. SFAS No. 141(R) is effective for fiscal years
          beginning after December 15, 2008. Earlier adoption is prohibited. The
          Company is currently evaluating the potential impact, if any, of the
          adoption of FAS 141(R) on its consolidated financial statements.

          In December 2007, the FASB issued SFAS No. 160, "Non-controlling
          Interests in Consolidated Financial Statements - an amendment of ARB
          No. 51." SFAS No. 160 establishes accounting and reporting standards
          pertaining to ownership interests in subsidiaries held by parties
          other than the parent, the amount of net income attributable to the
          parent and to the non-controlling interest, changes in a parent's
          ownership interest, and the valuation of any retained non-controlling
          equity investment when a subsidiary is deconsolidated. This Statement
          also establishes disclosure requirements that clearly identify and
          distinguish between the interests of the parent and the interests of
          the non-controlling owners. SFAS No. 160 is effective for fiscal years
          beginning on or after December 15, 2008. The Company is currently
          evaluating the potential impact, if any, of the adoption of SFAS No.
          160 on its consolidated financial statements.

NOTE 3:- GEOGRAPHIC INFORMATION AND MAJOR CUSTOMERS

     a.   Summary information about geographic areas:

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

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

                                        PERIOD FROM
                                      INCEPTION (JULY
                         YEAR ENDED    11, 2006) TO
                        DECEMBER 31,   DECEMBER 31,
                          --------       --------
                            2007           2006
                          --------       --------

Antigua and Barbuda       $154,745       $800,708
                          ========       ========

     b.   Major customer data as percentage of total revenues:

                            2007           2006
                          --------       --------

Customer A                     100%           100%
                          ========       ========


                                     F - 15`

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

          On November 9, 2006, Get21 and Golden Palace entered into a sublicense
          and software agreement under which Golden Palace granted Get21 a world
          wide, non exclusive, non transferable sublicense to user interface
          portion of the multiplayer blackjack and poker gaming software
          ("Player Software") and to grant players the right to use the Player
          Software. According to the terms of the agreement, Get21 shall be
          responsible for performing all marketing and promotional functions
          with respect to bringing players through the URL web address
          www.get21.com and www.get21poker.com ("URL") to online gaming
          multiplayer blackjack and poker rooms ("Gamerooms") which are operated
          by Golden Palace. Get21 and Golden Palace shall share the revenues
          generated from players who played in the Gamerooms through the URL
          according to the terms specified in the agreement. Get 21 ceased its
          operations on July 15, 2007 - see note 9.

NOTE 4:- PROPERTY AND EQUIPMENT, NET

                                          DECEMBER 31,  DECEMBER 31,
                                            -------       -------
                                              2007          2006
                                            -------       -------

Cost:

   Computers and peripheral equipment       $     -       $52,939
                                            =======       =======
Accumulated depreciation:

   Computers and peripheral equipment             -         1,312
                                            =======       =======
Depreciated cost                            $     -       $51,627
                                            =======       =======

Depreciation expenses totaled $ 5,940 for the period ended December 31, 2007.


                                     F - 16`

`NOTE 5:- SHARE CAPITAL

     a.   Shareholders' rights:

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

     b.   Private placement:

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

          Pursuant to terms of this agreement, Golden Palace has an option, that
          can be exercised upon the occurrence of certain events as defined in
          the agreement, to acquire an additional 30% of the ordinary shares of
          RNG (but not more than 50% of RNG or more than the amount owned by
          Gaming) at a price of $100,000 per each additional percentage interest
          of the ordinary shares of RNG. Concurrently, Gaming, RNG and Golden
          Palace entered into a shareholders agreement under which Golden Palace
          has a right to appoint one of RNG's 4 directors (as long as Golden
          Palace owns 20% of RNG) and Gaming has a right to appoint the 3 other
          directors. Upon Golden Palace becoming an owner of 50% of RNG, it will
          have the right to appoint an equal number of directors to the number
          we are entitled to appoint. At issuance date, the Company recorded the
          call option granted to Golden Palace as a derivative against
          additional paid in capital. The call option is being measured at fair
          value and it is marked to market in accordance with "Accounting for
          Freestanding Derivative Financial Instruments Indexed to, and
          Potentially Settled in, the Stock of a Consolidated Subsidiary" ("EITF
          00-6 "). The call option expired as of December 31, 2007.

     c.   Dividends:

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


                                     F - 17`

`NOTE 6:- INCOME TAXES

     a.   The Company and most of its subsidiaries are incorporated in the Isle
          of Man and therefore are not taxable.

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

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

     b.   Deferred income taxes:

          The Company and most of its subsidiaries (except for the Israeli
          subsidiary) are incorporated in the Isle of Man and therefore are not
          taxable. Deferred income taxes reflect the net tax effects of
          temporary differences between the carrying amounts of assets and
          liabilities for financial reporting purposes and the amounts used for
          income tax purposes. Significant components of the Company and its
          subsidiaries' deferred tax assets are as follows:

                                                                   PERIOD FROM
                                                                 INCEPTION (JULY
                                                   YEAR ENDED     11, 2006) TO
                                                   DECEMBER 31    DECEMBER 31,
                                                    --------        --------
                                                      2007            2006
                                                    --------        --------

Operating loss carry forward                        $ 24,980        $  9,415

Deferred tax asset before valuation allowance       $  7,244        $  2,918
Valuation allowance                                 $ (7,244)       $ (2,918)
                                                    --------        --------

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

          The Israeli subsidiary provided valuation allowances of $7,244 for the
          year ended December 31, 2007 and $ 2,918 for the period of July 11,
          2006 through December 31, 2006, in respect of deferred tax assets
          resulting from tax loss carry forwards and other temporary
          differences. Management currently believes that it is more likely than
          not that the deferred tax regarding the loss carry forwards and other
          temporary differences will not be realized in the foreseeable future.


                                     F - 18`

`NOTE 6:- INCOME TAXES (CONT.)

     c.   The main reconciling items between the statutory tax rate of the
          Company and the effective tax rate are the non-recognition of the
          benefits from accumulated net operating losses carried forward at the
          Israeli subsidiary due to the uncertainty of the realization of such
          tax benefits.

     d.   Uncertain Tax Position:

          As stated in Note 1.i, effective January 1, 2007, the Company adopted
          FIN 48, "Accounting for Uncertainty in Income Taxes - an
          interpretation of FAS 109", which was issued in July 2006. FIN 48
          clarifies the accounting for uncertainty in income taxes and
          prescribes a recognition threshold and measurement attributes for the
          financial statement recognition and measurement of a tax position
          taken or expected to be taken in a tax return.

          As a result of the implementation of FIN 48, there was no cumulative
          effect adjustment for unrecognized tax benefits, which would have been
          accounted for as an adjustment to the January 1, 2007 balance of
          retained earnings. The Company has recorded no liability for income
          taxes associated with unrecognized tax benefits at the date of
          adoption and have not recorded any liability associated with
          unrecognized tax benefits during 2007. Accordingly, the Company has
          not recorded any interest or penalty in regard to any unrecognized
          benefit. The Company's policy regarding interest and/or penalties
          related to income tax matters is to recognize such items as a
          component of income tax expense (benefit). The Company does not expect
          that the amount of unrecognized tax benefits will change significantly
          within the next 12 months.

NOTE 7:- FINANCIAL EXPENSES

                                                             PERIOD FROM
                                                           INCEPTION (JULY
                                             YEAR ENDED      11, 2006) TO
                                            DECEMBER 31      DECEMBER 31,
                                             ---------        ---------
                                                2007             2006
                                             ---------        ---------

Financial expenses:
  Interest, bank charges and fees, net            (474)       $  (3,452)
  Change in valuation of Call Option          (114,850)
                                             ---------        ---------
   Interest on promissory note                 162,114           72,840
                                             ---------        ---------

                                             $  46,790        $  69,388
                                             =========        =========


                                     F - 19`

`NOTE 8:- RELATED PARTY TRANSACTIONS

          On July 17, 2006 the Company signed a service agreement with Zone4Play
          (Israel) Ltd under which it will receive all administrative services,
          including, office space and secretarial services, and research and
          development services in connection with the development of the BJ
          Software from Zone4Play (Israel) Ltd.

NOTE 9: DISCONTINUED OPERATIONS

     a.   Effective on July 15, 2007, the Board of Directors decided to cease
          the business of marketing services provided for gaming applications
          marketing activities through its subsidiary Get21 Limited ("Get21").

          The following is the composition of discontinued operations:

                                            YEAR ENDED DECEMBER 31,
                                          --------------------------
                                             2007             2006
                                          ---------        ---------

Revenues from software applications       $  58,095        $  36,749
                                          ---------        ---------

Cost of revenues                             66,587           31,605
                                          ---------        ---------

Gross profit (loss)                          (8,492)           5,144
                                          ---------        ---------

Operating expenses:
  Selling and marketing                     643,025          759,092
  General and administrative                 24,651           36,167
                                          ---------        ---------

TOTAL operating expenses                    667,676          795,259
                                          ---------        ---------

Net loss                                  $ 676,168        $ 790,115
                                          =========        =========

     b.   The breakdown of assets and liabilities attributed to the discontinued
          operations of Get21 is as follows:

                                                                        AS OF DECEMBER   AS OF DECEMBER
                                                                              31,              31,
                                                                          ----------       ----------
                                                                              2007            2006
                                                                          ----------       ----------

    ASSETS

CURRENT ASSETS:
  Other accounts receivable, prepaid expenses, and related parties        $    3,650       $    1,123
                                                                          ----------       ----------

TOTAL current assets                                                           3,650            1,123
                                                                          ----------       ----------

FIXED ASSETS                                                                  27,856           35,108
                                                                          ----------       ----------

Total assets from discontinued operations, net                            $   31,506       $   36,231
                                                                          ==========       ==========

    LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Trade payables                                                              25,051          144,520
                                                                          ----------       ----------
  Related parties                                                          1,500,548          833,311
                                                                          ----------       ----------

TOTAL current liabilities                                                  1,525,599          977,831
                                                                          ----------       ----------

Total liabilities from discontinued operations, net                       $1,525,599       $  977,831
                                                                          ==========       ==========


                                     F - 20`