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


                                   FORM 20-F/A
                                 Amendment No.1


 [_] 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, 2009

                                       OR

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

                                       OR

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

        Date of event requiring this shell company report April 13, 2009

                        COMMISSION FILE NUMBER: 000-52163

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

                                   ISLE OF MAN
                 (Jurisdiction of incorporation or organization)

            BURLEIGH MANOR, PEEL ROAD, DOUGLAS, ISLE OF MAN, IM1 5EP
                    (Address of principal executive offices)

  SHIMON CITRON, +972 73 755 4500, FAX: +972 3 624 5378, TEL AVIV 64773, 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 has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).

                               YES [_]     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 [_]

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 [X]     NO [_]


                                       2`

`EXPLANATORY NOTE:


     This Amendment No. 1 to the Annual Report on Form 20-F of Gaming Ventures
plc is being filed with the Securities and Exchange Commission (the
"Commission") for the sole purpose of correcting the date of the report (the
"Report") of our independent registered public accounting firm relating to our
financial statements for the year ended December 31, 2009, included in our
Annual Report on Form 20-F filed with the Commission on June 28, 2010 (the
"Original 20-F").

     The originally signed Report bears the date June 28, 2010. However, the
Report as filed was dated inadvertently as of June 28, 2009. Although we have
re-filed the entire Original 20-F as amended, for clarity, the amendment is
limited in scope to the correction of the typographical error in the date of the
Report and does not amend, update, or change any other items or disclosures
contained in the Original 20-F. Except as described in this paragraph, we do not
purport by this Form 20-F/A to update any of the information contained in the
Original 20-F.`

`TABLE OF CONTENTS

                                                                             PAGE

 PART I

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

      Item 2.   OFFER STATISTICS AND EXPECTED TIMETABLE                        6

      Item 3.   KEY INFORMATION                                                6

                A.  Selected Financial Data                                    6

                B.  Capitalization and Indebtedness                            8

                C.  Reasons for the Offer and Use of Proceeds                  8

                D.  Risk Factors                                               8

      Item 4.   INFORMATION ON THE COMPANY                                    11

                A.  History and Development of the Company                    11

                B.  Business Overview                                         12

                C.  Organizational Structure                                  12

                D.  Property, Plants and Equipment                            12

      Item 4A.  UNRESOLVED STAFF COMMENTS

      Item 5.   OPERATING AND FINANCIAL REVIEW AND
                PROSPECTS                                                     12

                A.  Operating Results                                         15

                B.  Liquidity and Capital Resources                           16

                C.  Research and Development, Patents and Licenses, Etc       17

                D.  Trend Information                                         17

                E.  Off - Balance Sheet Arrangements                          17

                F.  Tabular Disclosure of Contractual Obligations             17


                                       3`

`Item 6.   DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES                    17

                A.  Directors and Senior Management                           17

                B.  Compensation                                              18

                C.  Board Practices                                           18

                D.  Employees                                                 19

                E.  Share Ownership                                           19

      Item 7.   MAJOR SHAREHOLDERS AND RELATED PARTY
                TRANSACTIONS                                                  19

                A.  Major Shareholders                                        19

                B.  Related Party Transactions                                19

                C.  Interests of Expert and Counsel                           20

      Item 8.   FINANCIAL INFORMATION                                         20

      Item 9.   THE OFFER AND LISTING                                         20

                A.  Offer and Listing Details                                 20

                B.  Plan of Distribution                                      20

                C.  Markets                                                   20

                D.  Selling Shareholders                                      20

                E.  Dilution                                                  20

                F.  Expenses of the Issue                                     20

      Item 10.  ADDITIONAL INFORMATION                                        21

                A.  Share Capital                                             21

                B.  Memorandum and Articles of Association                    21

                C.  Material Contracts                                        21

                D.  Exchange Controls                                         22

                E.  Taxation                                                  22

                F.  Dividends and Paying Agents                               26

                G.  Statements by Experts                                     26

                H.  Documents on Display                                      26

                I.  Subsidiary Information                                    26


                                       4`

`Item 11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES
                ABOUT MARKET RISK                                             26

      Item 12.  DESCRIPTION OF SECURITIES OTHER THAN EQUITY
                SECURITIES                                                    26

 PART II

      Item 13.  DEFAULTS, DIVIDEND ARREARAGES AND
                DELINQUENCIES                                                 27

      Item 14.  MATERIAL MODIFICATIONS TO THE RIGHTS OF
                SECURITY HOLDERS AND USE OF PROCEEDS                          27

      Item 15T. CONTROLS AND PROCEDURES                                       27

      Item 16.  RESERVED                                                      28

      Item 16A. AUDIT COMMITTEE FINANCIAL EXPERT                              28

      Item 16B. CODE OF ETHICS                                                28

      Item 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES                        28

      Item 16D. EXEMPTIONS FROM THE LISTING STANDARDS
                FOR AUDIT COMMITTEE                                           28

      Item 16E  PURCHASES OF EQUITY SECURITIES BY THE
                ISSUER AND AFFILIATED PURCHASERS                              28

      Item 16F  CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT                  28

      Item 16G  CORPORATE GOVERNANCE                                          28

 PART III

      Item 17.  FINANCIAL STATEMENTS                                          29

      Item 18.  FINANCIAL STATEMENTS                                          29

      Item 19.  EXHIBITS                                                      29


                                       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

The following tables present our consolidated statement of operations and
balance sheet data for the periods and as of the dates indicated. We derived the
selected consolidated statements of operations data for the years ended December
31, 2009 and 2008, and the selected consolidated balance sheets data as of
December 31, 2009 and as of December 31, 2008 from our consolidated financial
statements included in Item 18 of this Annual Report, which have been prepared
in accordance with generally accepted accounting principles as applied in the
United States, or U.S. GAAP. Our consolidated financial statements have been
audited by Ziv Haft independent registered public accounting firm, a BDO member
firm. The selected consolidated financial data as of December 31, 2007 and 2006
, for the year ended December 31, 2007 and for the period from inception (July
11, 2006) to December 31, 2006 is derived from our audited financial statements
not included in this annual report which have been prepared in accordance with
U.S. GAAP. You should read the selected consolidated financial data set forth
below together with our consolidated financial statements included elsewhere in
this Annual Report on Form 20-F. See "Item 5. Operating and Financial Review and
Prospects."


                                       6`

`CONSOLIDATED STATEMENTS OF OPERATIONS DATA
--------------------------------------------------------------------------------
U.S. DOLLARS

                                                                                                                  PERIOD FROM
                                                                                                                   INCEPTION
                                                                                                                   (JULY 11,
                                                              YEAR ENDED        YEAR ENDED       YEAR ENDED         2006) TO
                                                              DECEMBER 31       DECEMBER 31      DECEMBER 31       DECEMBER 31
                                                             ------------      ------------     ------------      ------------
                                                                 2009              2008             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
   Soling and marketing                                                 -                 -            6,858            13,508
   General and administrative                                           -                 -          503,657            97,491
   Gain on sale of Intellectual Property                         (250,000)                -                -                 -
                                                             ------------      ------------     ------------      ------------
      Total operating expenses (income)                          (250,000)                -        1,132,902           807,309
                                                             ------------      ------------     ------------      ------------

 Operating loss (income):                                        (250,000)                -          978,157            11,163

 Financial expenses, net                                          180,908           129,071           46,790            69,388
                                                             ------------      ------------     ------------      ------------

 Income loss (profit) before Taxes on Income+                     (69,092)          129,071        1,024,947            80,551
 Taxes on income                                                        -                 -
                                                             ------------      ------------     ------------      ------------


 Net loss (income) from continuing operation                      (69,092)          129,071        1,024,947            80,551
 Net loss from discontinued operation, net                              -             8,597          676,168           790,115
                                                             ------------      ------------     ------------      ------------

      Net loss (income)                                           (69,092)          137,668        1,701,115           870,666
Net income (loss) attributable to noncontrolling
    interest                                                       50,000                 -         (138,373)           24,374
                                                             ------------      ------------     ------------      ------------

      Net loss (income) attributable to the Company               (19,092)          137,668        1,562,742           895,040
                                                             ============      ============     ============      ============

Basic and diluted net income (loss) per share from
    continuing operation                                     $       0.00      $       0.00     $      (0.03)     $       0.00
                                                             ============      ============     ============      ============

Basic and diluted net income (loss) per share from
discontinued operation                                       $       0.00      $       0.00     $      (0.02)     $      (0.03)
                                                             ============      ============     ============      ============

 Total Basic and diluted net income (loss) per share         $       0.00      $       0.00     $      (0.05)     $      (0.03)
                                                             ============      ============     ============      ============

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


                                       7`

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

                                                DECEMBER 31,
                      --------------------------------------------------------------
                          2009             2008            2007              2006
                      -----------      -----------      -----------      -----------
                                                     $
                      --------------------------------------------------------------

Working capital       $(2,255,638)     $(1,886,953)     $(1,281,625)     $   218,107

Total assets          $         -      $       878      $    32,396      $ 1,542,719

Total liabilities     $ 2,814,547      $ 2,933,111      $ 4,393,068      $ 4,340,649

Deficiency            $ 2,814,547      $ 2,932,233      $ 4,360,672      $ 2,797,930

GOING CONCERN

     We have generated revenues since inception through fiscal 2007, but such
revenues were not sufficient to fund future operations. In their report to the
shareholders dated June 25, 2010 which is part of the financial statements
included under Item 18 of this Annual Report, our auditors stated that there is
a substantial doubt about the Company's ability to continue as a going concern.
The consolidated financial statements do not include any adjustments to reflect
the possible future effects on the recoverability and classification of assets
or the amount and classification of liabilities that may result from the outcome
of these uncertainties.

The Company has no material assets.

B. CAPITALIZATION AND INDEBTEDNESS

Not applicable.

C. REASONS FOR OFFER AND USE OF PROCEEDS

Not applicable.

D. RISK FACTORS

The following risk factors, among others, could materially affect our actual
results of operations and could cause our actual results to differ materially
from those expressed in forward-looking statements made by us. These
forward-looking statements are based on current expectations, and we assume no
obligation to update this information. You should carefully consider the risks
described below and elsewhere in this Annual Report on form 20-F. The following
risk factors are not the only risk factors facing our company. Additional risks
and uncertainties not presently known to us or that we currently deem immaterial
may also affect our business.


                                       8`

`GENERAL RISKS RELATED TO OUR BUSINESS

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

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

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

We have generated revenues since inception through fiscal 2007, but we do not
have an adequate source of cash to fund future operations. On December 31, 2009,
we had an accumulated deficit $4,826,358. Furthermore, in their report to the
shareholders dated June 25, 2010, which is part of the financial statements
included under Item 18 of this Annual Report on Form 20-F, our auditors stated
that there is a substantial doubt about the company's ability to continue as a
going concern.

If we are unable to obtain the financing necessary to support a new business, we
will be unable to re-commence operations. There can be no assurance that
acceptable financing to fund our ongoing operations can be obtained on suitable
terms, if at all. Win Gaming Media, Inc., our parent company on which we rely to
fund our operations, may also have difficulties to continue supporting us.

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.


                                       9`

`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.

WE ARE SUBJECT TO THE REQUIREMENTS OF SECTION 404 OF THE SARBANES-OXLEY ACT AND
OUR COMPLIANCE REQUIRES SUBSTANTIAL EXPENSES.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective
disclosure controls and procedures. Our management has concluded that our
disclosure controls and procedures were not effective as of December 31, 2009.
Our compliance with Section 404 will require that we incur substantial expense
and expend significant management efforts.


                                       10`

`RISKS RELATED TO LOCATION IN ISRAEL

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

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

ITEM 4 - INFORMATION ON 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.)
("WGMI"). WGMI holds our shares through its wholly owned subsidiary, Win Gaming
Media, Inc, incorporated in Delaware ("WGM"). WGMI's shares are quoted on the
over-the-counter bulletin board in the US. Both our legal and commercial name is
Gaming Ventures plc. We operate under the Isle of Man's Companies Acts 1931 to
2004. Our principal executive offices are located at Burleigh Manor, Peel Road,
Douglas, Isle of Man, and our telephone number there is (44) 1624 626586.

On July 12, 2006, we purchased from WGMI all right, title and interest in its
intellectual property rights and assets related to its newly developed
multi-player tournament Blackjack software ("BJ Software") on a "going concern"
and "as is" basis, in exchange for a promissory note in the principal amount of
$2.25M mentioned below (the "Promissory Note").

On July 17, 2006 we entered into an agreement with our wholly owned subsidiary
and then our 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 the then outstanding and issued
ordinary shares of RNG.

On September 25, 2006 we signed with WGMI the Promissory Note. The 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% to be
paid annually. The Promissory Note is secured by a Debenture and Equitable Share
between WGMI and us. WGMI has a right to record a lien (with priority over WGM)
on all of our assets including our shares in our subsidiaries.

We had two operating subsidiaries: RNG and Get21 Limited, both Isle of Man
companies. Effective July 15, 2007, we decided to cease the marketing services
provided for gaming applications marketing activities through our subsidiary
Get21 due to cash flow difficulties. On December 18, 2008, Get21 Limited applied
to the Treasury of the Government of Isle of Man for a declaration of
dissolution of the company.

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

$50,000 was attributed to the 20% minority holder in RNG. In 2009 we paid
$30,000 on account and the second installment of $20,000 is scheduled to be paid
during 2010. The amount is recorded as current liability.

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


                                       11`

`B. BUSINESS OVERVIEW

Currently we have no business operations.

During fiscal year 2008 and until April 13, 2009, we entered the online gambling
business through our subsidiaries, initially with our proprietary Blackjack
software game based on the BJ Software. The only website that we owned was
www.get21.com, the content of which is not part of this Annual Report on Form
20-F. This website was closed effective July 15, 2007 and at that time we ceased
our marketing activity due to cash flow difficulties. On December 18, 2008 Get21
applied for a declaration of dissolution with the Treasury of the Isle of Man
Government. Following the sale of all RNG's assets, RNG has filed on April 2009
for voluntary dissolution with the Companies' register of Isle of Man.

As a result of liquidating our assets, we are currently focused on either
effectuating an outright sale of our company or incorporating new activities
which shall generate revenue.

We did not generate any revenues from operations in fiscal 2009 and 2008.

C. ORGANIZATIONAL STRUCTURE

We own 80% in our subsidiary RNG that is incorporated in the Isle of Man and
that is in dissolution process.

D. PROPERTY, PLANTS AND EQUIPMENT

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

ITEM 4A - UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 5 - OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following discussion and analysis should be read in conjunction with our
consolidated financial statements and the related notes to those financial
statements included elsewhere in this Annual Report on Form 20-F.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

Our significant accounting policies are discussed in Note 2 of the notes to the
consolidated financials statements, "Significant Accounting Policies", included
elsewhere in this Annual Report on Form 20-F.


                                       12`

`RECENT ACCOUNTING PRONOUNCEMENTS

IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS:

ADOPTION OF NEW ACCOUNTING STANDARDS

Accounting Standards Codification

In June 2009, the FASB issued Statement of Financial Accounting Standards
("SFAS") No. 168, The FASB Accounting Standards Codification and the Hierarchy
of Generally Accepted Accounting Principles (the "Codification"). This standard
replaces SFAS No. 162, The Hierarchy of Generally Accepted Accounting
Principles, and establishes only two levels of U.S. generally accepted
accounting principles ("GAAP"), authoritative and nonauthoritative. The FASB ASC
has become the source of authoritative, nongovernmental GAAP, except for rules
and interpretive releases of the SEC, which are sources of authoritative GAAP
for SEC registrants. All other nongrandfathered, non-SEC accounting literature
not included in the Codification will become nonauthoritative. This standard is
effective for financial statements for interim or annual reporting periods
ending after September 15, 2009. The adoption of the Codification changed the
Company's references to GAAP accounting standards but did not impact the
Company's results of operations, financial position or liquidity.

Participating Securities Granted in Share-Based Transactions

Effective January 1, 2009, the Company adopted a new accounting standard
included in ASC 260, Earnings Per Share (formerly FASB Staff Position ("FSP")
Emerging Issues Task Force ("EITF") 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities). The
new guidance clarifies that non-vested share-based payment awards that entitle
their holders to receive nonforfeitable dividends or dividend equivalents before
vesting should be considered participating securities and included in basic
earnings per share. The Company's adoption of the new accounting standard did
not have a material effect on previously issued or current earnings per share.

Business Combinations and Noncontrolling Interests

Effective January 1, 2009, the Company adopted a new accounting standard
included in ASC 805, Business Combinations (formerly SFAS No. 141(R), Business
Combinations). The new standard applies to all transactions or other events in
which an entity obtains control of one or more businesses. Additionally, the new
standard requires the acquiring entity in a business combination to recognize
all (and only) the assets acquired and liabilities assumed in the transaction;
establishes the acquisition-date fair value as the measurement date for all
assets acquired and liabilities assumed; and requires the acquirer to disclose
additional information needed to evaluate and understand the nature and
financial effect of the business combination. The Company's adoption of this new
accounting standard did not have a material effect on the Company's consolidated
financial statements.

Effective January 1, 2009, the Company adopted a new accounting standard
included in ASC 810, Consolidations (formerly SFAS 160, Noncontrolling Interests
in Consolidated Financial Statements). The new accounting standard establishes
accounting and reporting standards for the noncontrolling interest (or minority
interests) in a subsidiary and for the deconsolidation of a subsidiary by
requiring all noncontrolling interests in subsidiaries be reported in the same
way, as equity in the consolidated financial statements. As such, this guidance
has eliminated the diversity in accounting for transactions between an entity
and noncontrolling interests by requiring they be treated as equity
transactions. The Company's adoption of this new accounting standard did not
have a material effect on the Company's consolidated financial statements.

Fair Value Measurement and Disclosure

Effective January 1, 2009, the Company adopted a new accounting standard
included in ASC 820, Fair Value Measurements and Disclosures ("ASC 820")
(formerly FASB FSP No 157-2, Effective Date of FASB Statement No. 157), which
delayed the effective date for disclosing all non-financial assets and
non-financial liabilities, except for items that are recognized or disclosed at
fair value on a recurring basis (at least annually). This standard did not have
a material impact on the Company's consolidated financial statements.

In April 2009, the FASB issued new guidance for determining when a transaction
is not orderly and for estimating fair value when there has been a significant
decrease in the volume and level of activity for an asset or liability. The new
guidance, which is now part of ASC 820 (formerly FSP 157-4, Determining Fair
Value When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not Orderly),
requires disclosure of the inputs and valuation techniques used, as well as any
changes in valuation techniques and inputs used during the period, to measure
fair value in interim and annual periods. In addition, the presentation of the
fair value hierarchy is required to be presented by major security type as
described in ASC 320, Investments -- Debt and Equity Securities. The provisions
of the new standard were effective for interim periods ending after June 15,
2009. The adoption of the new standard on April 1, 2009 did not have a material
on the Company's consolidated financial statements.


                                       13`

`In April 2009, the Company adopted a new accounting standard included in ASC
820, (formerly FSP 107-1 and Accounting Principles Board ("APB") 28-1, Interim
Disclosures about Fair Value of Financial Instruments). The new standard
requires disclosures of the fair value of financial instruments for interim
reporting periods of publicly traded companies in addition to the annual
disclosure required at year-end. The provisions of the new standard were
effective for the interim periods ending after June 15, 2009. The Company's
adoption of this new accounting standard did not have a material effect on the
Company's consolidated financial statements.

In August 2009, the FASB issued new guidance relating to the accounting for the
fair value measurement of liabilities. The new guidance, which is now part of
ASC 820, provides clarification that in certain circumstances in which a quoted
price in an active market for the identical liability is not available, a
company is required to measure fair value using one or more of the following
valuation techniques: the quoted price of the identical liability when traded as
an asset, the quoted prices for similar liabilities or similar liabilities when
traded as assets, or another valuation technique that is consistent with the
principles of fair value measurements. The new guidance clarifies that a company
is not required to include an adjustment for restrictions that prevent the
transfer of the liability and if an adjustment is applied to the quoted price
used in a valuation technique, the result is a Level 2 or 3 fair value
measurement. The new guidance is effective for interim and annual periods
beginning after August 27, 2009. The Company's adoption of the new guidance did
not have a material effect on the Company's consolidated financial statements.

Derivative Instruments and Hedging Activities

Effective January 1, 2009, the Company adopted a new accounting standard
included in ASC 815, Derivatives and Hedging (SFAS No. 161, Disclosures about
Derivative Instruments and Hedging Activities, an amendment of SFAS No. 133).
The new accounting standard requires enhanced disclosures about an entity's
derivative and hedging activities and is effective for fiscal years and interim
periods beginning after November 15, 2008. Since the new accounting standard
only required additional disclosure, the adoption did not impact the Company's
consolidated financial statements.

Other-Than-Temporary Impairments

In April 2009, the FASB issued new guidance for the accounting for
other-than-temporary impairments. Under the new guidance, which is part of ASC
320, Investments - Debt and Equity Securities (formerly FSP 115-2 and 124-2,
Recognition and Presentation of Other-Than-Temporary Impairments), an
other-than-temporary impairment is recognized when an entity has the intent to
sell a debt security or when it is more likely than not that an entity will be
required to sell the debt security before its anticipated recovery in value. The
new guidance does not amend existing recognition and measurement guidance
related to other-than-temporary impairments of equity securities and is
effective for interim and annual reporting periods ending after June 15, 2009.
The Company's adoption of the new guidance did not have a material effect on the
Company's consolidated financial statements.

Subsequent Events

In May 2009, the FASB issued new guidance for subsequent events. The new
guidance, which is part of ASC 855, Subsequent Events (formerly SFAS No. 165,
Subsequent Events) is intended to establish general standards of accounting for
and disclosure of events that occur after the balance sheet date but before
financial statements are issued or are available to be issued. Specifically,
this guidance sets forth the period after the balance sheet date during which
management of a reporting entity should evaluate events or transactions that may
occur for potential recognition or disclosure in the financial statements, the
circumstances under which an entity should recognize events or transactions
occurring after the balance sheet date in its financial statements, and the
disclosures that an entity should make about events or transactions that
occurred after the balance sheet date. The new guidance is effective for fiscal
years and interim periods ended after June 15, 2009 and will be applied
prospectively. The Company's adoption of the new guidance did not have a
material effect on the Company's consolidated financial statements.

ACCOUNTING STANDARDS NOT YET EFFECTIVE

Accounting for the Transfers of Financial Assets

In June 2009, the FASB issued new guidance relating to the accounting for
transfers of financial assets. The new guidance, which was issued as SFAS No.
166, Accounting for Transfers of Financial Assets, an amendment to SFAS No. 140,
was adopted into Codification in December 2009 through the issuance of
Accounting Standards Updated ("ASU") 2009-16. The new standard eliminates the
concept of a "qualifying special-purpose entity," changes the requirements for
derecognizing financial assets, and requires additional disclosures in order to
enhance information reported to users of financial statements by providing
greater transparency about transfers of financial assets, including
securitization transactions, and an entity's continuing involvement in and
exposure to the risks related to transferred financial assets. The new guidance
is effective for fiscal years beginning after November 15, 2009. The Company
will adopt the new guidance in 2010 and is evaluating the impact it will have to
the Company's consolidated financial statements.


                                       14`

`In June 2009, the FASB issued revised guidance on the accounting for variable
interest entities. The revised guidance, which was issued as SFAS No. 167,
Amending FASB Interpretation No. 46(R), was adopted into Codification in
December 2009 through the issuance of ASU 2009-17. The revised guidance amends
FASB Interpretation No. 46(R), Consolidation of Variable Interest Entities, in
determining whether an enterprise has a controlling financial interest in a
variable interest entity. This determination identifies the primary beneficiary
of a variable interest entity as the enterprise that has both the power to
direct the activities of a variable interest entity that most significantly
impacts the entity's economic performance, and the obligation to absorb losses
or the right to receive benefits of the entity that could potentially be
significant to the variable interest entity. The revised guidance requires
ongoing reassessments of whether an enterprise is the primary beneficiary and
eliminates the quantitative approach previously required for determining the
primary beneficiary. The Company does not expect that the provisions of the new
guidance will have a material effect on its consolidated financial statements.

Revenue Recognition

In October 2009, the FASB issued ASU 2009-13, Multiple-Deliverable Revenue
Arrangements. The new standard changes the requirements for establishing
separate units of accounting in a multiple element arrangement and requires the
allocation of arrangement consideration to each deliverable based on the
relative selling price. The selling price for each deliverable is based on
vendor-specific objective evidence ("VSOE") if available, third-party evidence
if VSOE is not available, or estimated selling price if neither VSOE or
third-party evidence is available. ASU 2009-13 is effective for revenue
arrangements entered into in fiscal years beginning on or after June 15, 2010.
The Company does not expect that the provisions of the new guidance will have a
material effect on its consolidated financial statements.

YEARS ENDED DECEMBER 31,2009 AND 2008

A. OPERATING RESULTS

RESULTS OF OPERATIONS

RESEARCH AND DEVELOPMENT

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

SALES AND MARKETING

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

GENERAL AND ADMINISTRATIVE

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

GAIN ON SALE OF INTELLECTUAL PROPERTY

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

NET INCOME/LOSS

Net income attributable to the Company for the year ended December 31, 2009
changed to $19,092 as compared to a net loss of $137,668 for the year ended
December 31, 2008. Net loss per share attributable to the company for both 2009
and 2008 was $0.00.

The decrease in net loss for continuing operations in 2009 was mainly due to a
gain on sale of intellectual property of RNG. Our weighted average number of
ordinary shares used in computing basic and diluted net loss per share for the
years ended December 31, 2009, and December 31, 2008 were 32,315,698.


                                       15`

`YEARS ENDED DECEMBER 31, 2008 AND 2007

REVENUES AND COST OF REVENUES

Total revenues from continuing operations for the year ended on December 31,
2008 decreased by 100% to $0 from $154,745 in the year ending December 31, 2007
since the revenues royalties' period ended in fiscal 2007.

Cost of revenues for 2008 and 2007 were $0.

RESEARCH AND DEVELOPMENT

Research and development expenses for continuing operations for the year ended
December 31, 2008 decreased by 100% to $0 from $622,387 for the year ending
December 31, 2007. The decrease is attributable to the abandonment of patent
application for the BJ Software as of January 2008 and the Company's decision to
cease from investing in any research and development activities.

SALES AND MARKETING

Sales and marketing expenses for continuing operations for the year ended
December 31, 2008 decreased by 100% to $0 from $6,858 for the period ending
December 31, 2007. The decrease is attributable to the Company's decision to
cease any sales and marketing activities.

GENERAL AND ADMINISTRATIVE

General and administrative expenses for continuing operations for the year ended
December 31, 2008 decreased by 100% to 0$ from $503,657 for the period ended
December 31, 2007. In 2007, the general and administrative expenses included an
allowance of $405,452 for bad debt.

NET LOSS

Net loss attributable to the Company for the year ended December 31, 2008
decreased by 91% to $137,668 as compared to net loss of $1,562,742 for the year
ended December 31, 2007. Net loss per share attributable to the Company for 2008
was $0.00, compared to $0.05 net loss per share for the year ended December 31,
2007.

The decrease in net loss attributable to the Company in 2008 was mainly due to
the significant reduction in operations.

Our weighted average number of ordinary shares used in computing basic and
diluted net loss per share for the years ended December 31, 2008, and December
31, 2007 were 32,315,698.

B. LIQUIDITY AND CAPITAL RESOURCES

Operating activities used cash of $878 for the year ended December 31, 2009
compared to $12 used in the year ended December 31, 2008. Cash used for
operating activities for the year ended December 31, 2009 resulted mainly due to
payments of bank charges.

In fiscal 2009 and 2008 we did not generate or use any cash flows from financing
activities or investing activities. Currently, the Company has no business
activity and has no future plans to gain liquidity.

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

OUTLOOK

We believe that our future success will depend upon our ability to leverage our
status as a reporting entity to which we incorporate new businesses that will
generate revenues or for an outright sale of the Company. There is no assurance
that we will succeed in our efforts to generate revenue. To sustain our ongoing
operation we rely on cash to be provided for next twelve months by our parent
company, WGM. There is no assurance that such funding will be made available to
us.


                                       16`

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

The Company did not conduct research and development activities during fiscal
2009 and 2008. This is primarily attributable to abandoning the patent
application pertaining to the BJ Software and was resulted in ending the
services received by Win Gaming Media which developed this patent and assigned
it to the Company.

D. TREND INFORMATION

None.

E. OFF BALANCE SHEET ARRANGEMENTS

None.

F. TABULAR DISCLOSURE OF CONTRACTUAL OBLIGATIONS

The following table presents further information relating to our liquidity as of
December 31, 2009. The amounts indicated do not include future interest,

                                                              2010       2011    More than
Contractual Obligations (U.S. $ in thousands)     Total       year       year     5 years
                                                  ------     ------     ------     ------

Promissory note (Libor +1.5%)*                    $2,250     $1,800     $  450        N/A
Total                                             $2,250     $1,800     $  450        N/A

*.EXCLUDE ACCRUED INTEREST.

ITEM 6 - DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

A. DIRECTORS AND SENIOR MANAGEMENT

Set forth below is information concerning our executive officers and directors
as of December 31, 2009.

POSITION                                  AGE               NAME
--------                                  ---               ----
Chief Executive Officer, Director         55                Shimon Citron
Chief Financial Officer                   32                Shlomi Zedkia
Director                                  63                Haim Tabak

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

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

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

All former directors, Uri Levy, Ronen Zadok and Avi Abramovich, resigned during
July-August 2008.


                                       17`

`B. COMPENSATION

None of our officers and directors is being compensated by us. Currently, Win
Gaming Media (Israel) Ltd. provides us with management services. Under our
articles of association, the directors shall be entitled to such remuneration
for their services as such as may from time to time be determined by our company
in general meetings and unless otherwise directed, any such remuneration shall
be deemed to accrue from day to day and shall be divided among them as they may
agree, or, failing agreement, equally. The directors shall also be entitled to
be repaid all travel and hotel expenses reasonably incurred by them respectively
in or about the performance of their duties as directors.

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

C. BOARD PRACTICES

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

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

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

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

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

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

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

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

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

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

The articles of association provide that:

A director (other than an alternate director) may appoint any other director, or
any other person approved by resolution of the directors and willing to act, to
be an alternate director and may remove from office an alternate director so
appointed by him, PROVIDED THAT, no person who is resident for taxation purposes
in the United Kingdom may be appointed an alternate director unless his
appointer is also so resident for taxation purposes in the United Kingdom and
PROVIDED FURTHER 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.


                                       18`

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

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

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

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

D. EMPLOYEES

We have no employees. Currently, we receive from Win Gaming Media (Israel) Ltd.
all administrative services and management, including the services of Shimon
Citron, our Chief Executive Officer who is also WGMI Chief Executive Officer and
of Shlomi Zedkia, our Chief Financial Officer, who is also WGMI's Chief
Financial Officer. All of Win Gaming Media's officers are based in Israel.

E. SHARE OWNERSHIP

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

ITEM 7 - MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTION

A. MAJOR SHAREHOLDERS

All of our issued 32,315,698 ordinary shares are owned by WGMI. We have no other
shareholders.

B. RELATED PARTY TRANSACTIONS

On July 12, 2006, we purchased from WGMI 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 the Promissory Note.

On July 17, 2006 we entered into an agreement with our wholly owned subsidiary
and then our research and development arm, 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 WGMI the Promissory Note in the principal
amount of $2.25 million. The 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% to be paid annually. The Promissory Note is secured
by a Debenture and Equitable Share between WGMI and us. WGMI has a right to
record a lien (with priority over WGM) on all of our assets including our shares
in our subsidiaries. Currently, we are in default under the Promissory Note, by
failing to pay the annual installments and the interest. WGMI has not taken any
actions against us with regard to such default.

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


                                       19`

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

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 on Form 20-F, 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.


                                       20`

`ITEM 10 - ADDITIONAL INFORMATION

A. SHARE CAPITAL

Not applicable.

B. MEMORANDUM AND ARTICLES OF ASSOCIATION

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

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

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

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

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

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

C. MATERIAL CONTRACTS

SALE OF BJ SOFTWARE

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

$50,000 was attributed to the 20% minority holder in RNG. In 2009 we paid
$30,000 on account and the second installment of $20,000 is scheduled to be paid
during 2010. The amount is recorded as current liability.


                                       21`

`INTER COMPANY AGREEMENT WITH WIN GAMING MEDIA

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

D. EXCHANGE CONTROLS

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

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

E.  MATERIAL TAX CONSIDERATIONS

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

U.S. Federal Income Taxation

     Subject to the limitations described in the next paragraph, the following
discussion summarizes the material U.S. federal income tax consequences to a
"U.S. Holder" arising from the purchase, ownership and sale of the ordinary
shares. For this purpose, a "U.S. Holder" is a holder of ordinary shares that
is: (1) an individual citizen or resident of the United States, including an
alien individual who is a lawful permanent resident of the United States or
meets the substantial presence residency test under U.S. federal income tax
laws; (2) a corporation (or entity treated as a corporation for U.S. federal
income tax purposes) or a partnership (other than a partnership that is not
treated as a U.S. person under any applicable U.S. Treasury Regulations) created
or organized under the laws of the United States or the District of Columbia or
any political subdivision thereof; (3) an estate, the income of which is
includable in gross income for U.S. federal income tax purposes regardless of
source; (4) a trust if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or more U.S.
persons have authority to control all substantial decisions of the trust; (5) a
trust that has a valid election in effect to be treated as a U.S. person to the
extent provided in U.S. Treasury regulations, or (6) any person otherwise
subject to U.S. federal income tax on a net income basis in respect of the
ordinary shares, if such status as a U.S. Holder is not overridden pursuant to
the provisions of an applicable tax treaty.

     This summary is for general information purposes only and does not purport
to be a comprehensive description of all of the U.S. federal income tax
considerations that may be relevant to a decision to purchase our ordinary
shares. This summary generally considers only U.S. Holders that will own our
ordinary shares as capital assets. Except to the limited extent discussed below,
this summary does not consider the U.S. federal tax consequences to a person
that is not a U.S. Holder, not does it describe the rules applicable to
determine a taxpayer's status as a U.S. Holder. This summary is based on the
provisions of the Internal Revenue Code of 1986, as amended, or the Code, final,
temporary and proposed U.S. Treasury Regulations promulgated thereunder, and
administrative and judicial interpretations thereof, all as in effect as of the
date hereof and all of which are subject to change, possibly on a retroactive
basis, and all of which are open to differing interpretations. The Company will
not seek a ruling from the U.S. Internal Revenue Service, or the IRS, with
regard to the U.S. federal income tax treatment of an investment in our ordinary
shares by U.S. Holders and, therefore, can provide no assurances that the IRS
will agree with the conclusions set forth below.


                                       22`

`This discussion does not address all of the aspects of U.S. federal income
taxation that may be relevant to a particular shareholder based on such
shareholder's particular circumstances and in particular does not discuss any
estate, gift, generation-skipping, transfer, state, local or foreign tax
considerations. In addition, this discussion does not address the U.S. federal
income tax treatment of a U.S. Holder who is: (1) a bank, life insurance
company, regulated investment company, or other financial institution or
"financial services entity"; (2) a broker or dealer in securities or foreign
currency; (3) a person who acquired our ordinary shares in connection with
employment or other performance of services; (4) a U.S. Holder that is subject
to the U.S. alternative minimum tax; (5) a U.S. Holder that holds our ordinary
shares as a hedge or as part of a hedging, straddle, conversion or constructive
sale transaction or other risk-reduction transaction for U.S. federal income tax
purposes; (6) a tax-exempt entity; (7) real estate investment trusts; (8) a U.S.
Holder that expatriates out of the United States or a former long-term resident
of the United States; or (9) a person having a functional currency other then
the U.S. dollar. This discussion does not address the U.S. federal income tax
treatment of a U.S. Holder that owns, directly or constructively, at any time,
ordinary shares representing 10% or more of our voting power. Additionally, the
U.S. federal income tax treatment of persons who hold ordinary shares through a
partnership or other pass-through entity are not considered.

     Each prospective investor is advised to consult such person's 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, including the effects of applicable state, local, foreign or other tax
laws and possible changes in the tax laws.

Distributions on Ordinary Shares

     We have never paid cash dividends on our ordinary shares, and we do not
intend to pay cash dividends in the foreseeable future. In the event that we do
pay dividends, and subject to the discussion under the heading "Passive Foreign
Investment Companies" below, a U.S. Holder will be required to include in gross
income as ordinary income the amount of any distribution paid on ordinary shares
(including the amount of any applicable tax withheld on the date of the
distribution), to the extent that such distribution does not exceed our current
and accumulated earnings and profits, as determined for U.S. federal income tax
purposes. The amount of a distribution which exceeds our earnings and profits
will be treated first as a non-taxable return of capital, reducing the U.S.
Holder's tax basis for the ordinary shares to the extent thereof, and then
capital gain. Corporate holders generally will not be allowed a deduction for
dividends received. In general, preferential tax rates not exceeding 15% for
"qualified dividend income" and long-term capital gains are applicable for U.S.
Holders that are individuals, estates or trusts (these preferential rates are
scheduled to expire for taxable years beginning after December 31, 2010, after
which time, dividends are scheduled to be taxed at ordinary income rates and
long-term capital gains are scheduled to be taxed at rates not exceeding 20%).
For this purpose, "qualified dividend income" means, inter alia, dividends
received from a "qualified foreign corporation." A "qualified foreign
corporation" is a corporation that is entitled to the benefits of a
comprehensive tax treaty with the United States which includes an exchange of
information program.

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

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


                                       23`

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

Disposition of Shares

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

     In general, gain realized by a U.S. Holder on a sale, exchange or other
disposition of ordinary shares will generally be treated as U.S. source income
for U.S. foreign tax credit purposes. A loss realized by a U.S. Holder on the
sale, exchange or other disposition of ordinary shares is generally allocated to
U.S. source income. However, U.S. Treasury Regulations require such loss to be
allocated to foreign source income to the extent 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 laws apply to a U.S. Holder who owns shares
of a corporation that was (at any time during the U.S. Holder's holding period)
a PFIC. We would be treated as a PFIC for U.S. federal income tax purposes for
any tax year if, in such tax year, either:

     o    75% or more of our gross income (including our pro rata share of gross
          income for any company, U.S. or foreign, in which we are considered to
          own 25% or more of the shares by value), in a taxable year is passive
          (the "Income Test"); or

     o    At least 50% of our assets, averaged over the year and generally
          determined based upon value (including our pro rata share of the
          assets of any company in which we are considered to own 25% or more of
          the shares by value), in a taxable year are held for the production
          of, or produce, passive income (the "Asset Test").

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

     If we are or become a PFIC, each U.S. Holder who has not elected to treat
us as a qualified electing fund by making a "QEF election", or who has not
elected to mark the shares to market (as discussed below), would, upon receipt
of certain distributions by us and upon disposition of our ordinary shares at a
gain, be liable to pay U.S. federal income tax at the then prevailing highest
tax rates on ordinary income plus interest on such tax, as if the distribution
or gain had been recognized ratably over the taxpayer's holding period for the
ordinary shares. In addition, when shares of a PFIC are acquired by reason of
death from a decedent that was a U.S. Holder, the tax basis of such shares would
not receive a step-up to fair market value as of the date of the decedent's
death, but instead would be equal to the decedent's basis if lower, unless all
gain were recognized by the decedent. Indirect investments in a PFIC may also be
subject to special U.S. federal income tax rules.


                                       24`

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

     A U.S. Holder of PFIC shares which are traded on certain public markets can
elect to mark the shares to market annually, recognizing as ordinary income or
loss each year an amount equal to the difference as of the close of the taxable
year between the fair market value of the PFIC shares and the U.S. Holder's
adjusted tax basis in the PFIC shares. Losses are allowed only to the extent of
net mark-to-market gain previously included income by the U.S. Holder under the
election for prior taxable years.

     We believe that we were not a PFIC for either 2008 or 2009. The tests for
determining PFIC status, however, are applied annually, and it is difficult to
make accurate projections of future income and assets which are relevant to this
determination. Accordingly, there can be no assurance that we will not become a
PFIC. U.S. Holders who hold ordinary shares during a period when we are a PFIC
will be subject to the foregoing rules, even if we cease to be a PFIC, subject
to certain exceptions for U.S. Holders who made a QEF or mark-to-market
election. U.S. Holders are strongly urged to consult their tax advisors about
the PFIC rules, including the eligibility, manner, and consequences to them of
making a QEF or mark-to-market election with respect to our ordinary shares in
the event we that qualify as a PFIC.

Information Reporting and Withholding

     A U.S. Holder may be subject to backup withholding (currently at a rate of
28%, but scheduled to increase to 31% for taxable years beginning after December
31, 2010) with respect to cash dividends and proceed from a disposition of
ordinary shares. In general, back-up withholding will apply only if a U.S.
Holder fails to comply with 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, our ordinary shares.

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


                                       25`

`In general, non-U.S. Holders will not be subject to backup withholding with
respect to the payment of dividends on our ordinary shares if payment is made
through a paying agent, or office of a foreign broker outside the United States.
However, if payment is made in the United States or by a U.S. related person,
non-U.S. Holders may be subject to backup withholding, unless the non-U.S.
Holder provides on an applicable Form W-8 (or a substantially similar form) a
taxpayer identification number, certifies to its foreign status, or otherwise
establishes an exemption. A U.S. related person for these purposes is a person
with one or more current relationships with the United States.

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

ISLE OF MAN TAXATION

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

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

F. DIVIDENDS AND PAYING AGENTS

Not applicable.

G. STATEMENTS BY EXPERTS

Not applicable.

H. DOCUMENTS ON DISPLAY

We are subject to the informational requirements of the Exchange Act of 1934
("Exchange Act") applicable to foreign private issuers and fulfill the
obligations with respect to such requirements by filing reports with the SEC.
You may read and copy any document we file with the SEC without charge at the
SEC's public reference room at 100 F Street, N.E., Washington, DC 20549. Copies
of such material may be obtained by mail from the Public Reference Branch of the
SEC at such address, at prescribed rates. Please call the SEC at 1-800-SEC-0330
for further information on the public reference room. Certain of our SEC filings
are also available to the public at the SEC's website at http://www.sec.gov.

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

I. SUBSIDIARY INFORMATION

Not applicable.

ITEM 11 - QUANTATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of December 31, 2009 we have no material assets. Moreover, we are in default
under the Promissory Note, by failing to pay the annual installments. The
Promissory Note is linked to the US Libor and carries an annual interest of US
Libor +1.5%. As a result we are exposed to the change in US Libor which subjects
us to the risks of higher interest expenses.

ITEM 12 - DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

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


                                       26`

`PART II

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

We are in default under the Promissory Note by failing to pay the annual
installments and the interest due. WGMI has not taken any actions against us
with regard to such default.

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

Not applicable.

ITEM 15T. CONTROLS AND PROCEDURES

    (a) Disclosure Controls and Procedures. Our management, with the
participation of our chief executive officer and chief financial officer,
evaluated the effectiveness of our disclosure controls and procedures (as
defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act) as of
December 31, 2009. Based on this evaluation, our chief executive officer and
chief financial officer have concluded that, as of such date, our disclosure
controls and procedures were; (i) designed to ensure that material information
relating to us, including our consolidated subsidiaries, is accumulated and
communicated to our management, including our chief executive officer and chief
financial officer, by others within those entities, as appropriate to allow
timely decisions regarding required disclosure, particularly during the period
in which this report was being prepared; (ii) providing reasonable assurance
that information required to be disclosed by us in the reports that we file or
submit under the Exchange Act are recorded, processed, summarized and reported
within the time periods specified in the SEC's rules and forms; and (iii)
effective.

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

     Our chief executive officer and chief financial officer assessed the
effectiveness of our internal control over financial reporting as of December
31, 2009. In making this assessment, they used the criteria established in
Internal Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on this assessment, our chief
executive officer and chief financial officer have concluded that, as of
December 31, 2009, our internal control over financial reporting is effective
based on those criteria.

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

    (c) ATTESTATION REPORT OF THE REGISTERED PUBLIC ACCOUNTING FIRM. This annual
report does not include an attestation report of our independent registered
public accounting firm regarding internal control over financial report.
Management's report was not subject to attestation by our independent registered
public accounting firm pursuant to temporary rules of the SEC that permit us to
provide only management's report in this annual report.

    (d) CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING. During the period
covered by this report, there were no changes in our internal control over
financial reporting that have materially affected, or are reasonably likely to
materially affect, our internal control over financial reporting.


                                       27`

`ITEM 16. [RESERVED]

ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT

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

ITEM 16B. CODE OF ETHICS

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

ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table summarizes the fees of Ziv Haft independent registered
public accounting firm, a member of the BDO network, our independent registered
public accounting firm, billed for the years ended December 31, 2009 and 2008:

Fee Category         2009         2008
------------       --------     --------

Audit Fees (1)     $ 10,000     $ 10,000
                   --------     --------
Total Fees         $ 10,000     $ 10,000

(1) Consists of fees for professional services rendered in connection with the
audit of our financial statements for the years ended in December 31, 2009 and
2008. Such fees were paid by our parent company, WGMI, in connection with WGMI's
audit of its consolidated financial statements.

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 2009 and 2008.

ITEM 16F. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

Not applicable.

ITEM 16G. CORPORATE GOVERNANCE

Not applicable.


                                       28`

`PART III

ITEM 17 - FINANCIAL STATEMENTS

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

ITEM 18 - FINANCIAL STATEMENTS

The Financial Statements required by this item are found at the end of this
Annual Report on Form 20-F, beginning on page F-1.

ITEM 19 - EXHIBITS

(A)  FINANCIAL STATEMENTS

                        INDEX TO THE FINANCIAL STATEMENTS

                                                                     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

Notes to Consolidated Financial Statements                         F-8 - F-16

(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.**


                                       29`

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

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

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

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

8.1            Principal subsidiaries of Gaming Ventures plc.****

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

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

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


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

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

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

**** Incorporated by reference to the corresponding exhibit of Gaming Ventures
plc's Annual Report on Form 20-F, filed with the Securities and Exchange
Commission on June 28, 2010.



                                       30`

`SIGNATURES

The registrant hereby certifies that it meets all of the requirements for filing
on Form 20-F/A and has duly caused and authorized the undersigned to sign this
Amendment No.1 to this Annual Report on its behalf.


                                          GAMING VENTURES PLC


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

                                          By: /s/ Shlomi Zedkia
                                          ---------------------
                                          Shlomi Zedkia, Chief Financial Officer
                                          and Principal Accounting Officer

Date: August 18, 2010


                                       31`

`GAMING VENTURES PLC AND ITS SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS

                             AS OF DECEMBER 31, 2009

                                 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 Deficiency                                      F-6

Consolidated Statements of Cash Flows                                    F-7

Notes to Consolidated Financial Statements                            F-8 - F-16`

`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, 2009 and
2008 and the related consolidated statements of operations, changes in
deficiency and cash flows for the three years in the period ended December 31,
2009. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

     We conducted our audits in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have nor we were engaged to perform an audit of the Company's
internal control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Company's internal control
over financial reporting. Accordingly, we express no such opinion. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

     In our opinion, the 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, 2009 and 2008 and the related consolidated
results of their operations and cash flows for the three years in the period
ended December 31, 2009, in conformity with accounting principles generally
accepted in the United States of America.

     The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note
1e to the consolidated financial statements, the Company has an accumulated
deficit ,has not generated positive cash flows since inception and has
liabilities to the parent company in material amounts that raises substantial
doubt about the Company's ability to continue as a going concern. The
consolidated financial statements do not include any adjustments to reflect the
possible future effects on the recoverability and classification of assets or
the amount and classification of liabilities that may result from the outcome of
these uncertainties.

Tel Aviv, Israel

June 28, 2010


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


                                     F - 2`

`GAMING VENTURES PLC AND ITS SUBSIDIARIES

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

                                                 DECEMBER 31,
                                         --------------------------
                                            2009            2008
                                         ----------      ----------

    ASSETS

CURRENT ASSETS:

  Cash and cash equivalents              $        -      $      878
                                         ----------      ----------

TOTAL current assets                              -             878
                                         ==========      ==========

Total assets                             $        -      $      878
                                         ==========      ==========

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


                                     F - 3`

`GAMING VENTURES PLC AND ITS SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS
--------------------------------------------------------------------------------
U.S. DOLLARS

                                                                                        DECEMBER 31,
                                                                               -----------------------------
                                                                                  2009              2008
                                                                               -----------       -----------

    LIABILITIES AND  DEFICIENCY

CURRENT LIABILITIES:

  Accrued expenses                                                             $    20,000       $         -
  Related parties                                                                        -           319,911
  Promissory note- current portion (Note 1b )                                    2,235,638         1,567,920
                                                                               -----------       -----------

TOTAL current liabilities                                                        2,255,638         1,887,831
                                                                               -----------       -----------

LONG TERM LIABILITIES:

  Promissory note (Note 1b)                                                        558,909         1,045,280
                                                                               -----------       -----------

  TOTAL long term liabilities                                                      558,909         1,045,280
                                                                               -----------       -----------

Total liabilities                                                                2,814,547         2,933,111
                                                                               -----------       -----------

DEFICIENCY (Note 3):
  Common stock of (pound)0.0001 par value:
  Authorized: 55,000,000 shares at December 31, 2009 and 2008; Issued and
    outstanding: 32,315,698 shares at December 31, 2009 and 2008                     5,960             5,960
  Additional paid-in capital                                                     2,005,851         1,907,257
  Accumulated deficit                                                           (4,826,358)       (4,845,450)
                                                                               -----------       -----------

TOTAL deficiency                                                                (2,814,547)       (2,932,233)
                                                                               -----------       -----------

TOTAL liabilities and deficiency                                               $         -       $       878
                                                                               ===========       ===========

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

                                                                     YEAR ENDED         YEAR ENDED        YEAR ENDED
                                                                     DECEMBER 31        DECEMBER 31      DECEMBER 31
                                                                    ------------       ------------      ------------
                                                                        2009               2008              2007
                                                                    ------------       ------------      ------------

Revenues                                                            $          -       $          -      $    154,745
Cost of revenues                                                               -                  -                 -
                                                                    ------------       ------------      ------------

     Gross Profit                                                              -                  -           154,745

Operating expenses:

   Research and development                                                    -                  -           622,387
   Soling and marketing                                                        -                  -             6,858
   General and administrative                                                  -                  -           503,657

   Gain on sale of Intellectual Property                                (250,000)                 -                 -
                                                                    ------------       ------------      ------------
      Total operating expenses (income)                                 (250,000)                 -         1,132,902
                                                                    ------------       ------------      ------------

 Operating loss (income):                                               (250,000)                 -           978,157

 Financial expenses, net                                                 180,908            129,071            46,790
                                                                    ------------       ------------      ------------

 Loss (profit) before Taxes on Income                                    (69,092)           129,071         1,024,947
 Taxes on income                                                               -                  -                 -
                                                                    ------------       ------------      ------------

 Net loss (income) from continuing operation                             (69,092)           129,071         1,024,947
 Net loss from discontinued operation, net                                     -              8,597           676,168
                                                                    ------------       ------------      ------------

      Net loss (income)                                                  (69,092)           137,668         1,701,115
 Net income (loss) attributable to noncontrolling interest                50,000                  -          (138,373)
                                                                    ------------       ------------      ------------

      Net loss (income) attributable to the Company                      (19,092)           137,668         1,562,742
                                                                    ============       ============      ============

 Basic and diluted net income (loss) per share from continuing
    operation                                                       $       0.00       $       0.00      $      (0.03)
                                                                    ============       ============      ============

 Basic and diluted net income (loss) per share from
discontinued operation                                              $       0.00       $       0.00      $      (0.02)
                                                                    ============       ============      ============

 Total Basic and diluted net income (loss) per share                $       0.00       $       0.00      $      (0.05)
                                                                    ============       ============      ============

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

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


                                     F - 5`

`GAMING VENTURES PLC AND ITS SUBSIDIARIES

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

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

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)

Forgiveness of  a liability by related
  parties                                             -                -        1,566,107                -         1,566,107

Net loss                                              -                -                -         (137,668)         (137,668)
                                            -----------      -----------      -----------      -----------       -----------

BALANCE AT DECEMBER 31, 2008                 32,315,698      $     5,960      $ 1,907,257      $(4,845,450)      $(2,932,233)

Forgiveness of  a liability by related
  parties                                             -                -           98,594                -            98,594

Net income                                            -                -                -          19,092             19,092
                                            -----------      -----------      -----------      -----------       -----------

BALANCE AT DECEMBER 31, 2009                 32,315,698      $     5,960      $ 2,005,851      $(4,826,358)      $(2,814,547)
                                            ===========      ===========      ===========      ===========       ===========

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


                                     F - 6`

`GAMING VENTURES PLC AND ITS SUBSIDIARIES

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

                                                                       YEAR ENDED        YEAR ENDED        YEAR ENDED
                                                                       DECEMBER 31       DECEMBER 31       DECEMBER 31
                                                                       -----------       -----------       -----------
                                                                           2009             2008              2007
                                                                       -----------       -----------       -----------

CASH FLOWS FROM OPERATING ACTIVITIES:

  Net income (loss) attributable to the Company                        $    19,092       $  (137,668)      $(1,562,742)
  Adjustments required to reconcile net loss to net cash provided
    by operating activities:
    Depreciation and amortization                                                -                 -             5,940
    Decrease in trade and other accounts receivable                              -                 -           795,452
    Decrease  in other current assets                                            -            31,506            18,573
    Decrease in related parties                                           (221,317)                -           360,682
    Decrease in trade payables                                                   -                 -          (119,469)
    Change in valuation of call option                                           -                 -          (114,850)
    Minority interests in profits of subsidiaries                                -                 -          (138,374)
    Increase (decrease) in other current liabilities                        20,000           (22,096)          (44,745)
    Interest on promissory note                                            181,347           128,246           162,114
                                                                       -----------       -----------       -----------

Net cash used in operating activities                                         (878)              (12)         (637,419)
                                                                       -----------       -----------       -----------

Decrease in cash and cash equivalents                                         (878)              (12)         (637,419)

Cash and cash equivalents at the beginning of the period                       878               890           638,309
                                                                       -----------       -----------       -----------

Cash and cash equivalents at the end of the period                     $         -       $       878       $       890
                                                                       ===========       ===========       ===========

                                                                       YEAR ENDED        YEAR ENDED        YEAR ENDED
                                                                       DECEMBER 31       DECEMBER 31       DECEMBER 31
                                                                       -----------       -----------       -----------
                                                                           2009             2008              2007
                                                                       -----------       -----------       -----------

NON-CASH TRANSACTION

   Selling of Intellectual Property                                    $   250,000       $         -       $         -
                                                                       -----------       -----------       -----------

   Forgiveness of a liability by related parties                       $    98,594       $ 1,566,107       $         -
                                                                       -----------       -----------       -----------

   Purchase of property and equipment                                  $         -       $         -       $     2,553
                                                                       -----------       -----------       -----------

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


                                     F - 7`

`GAMING VENTURES PLC AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 1:- GENERAL

A.   Gaming Ventures Plc ("Gaming Ventures"), was incorporated under the laws of
     the Isle of Man on July 11, 2006. Gaming Ventures has 80% equity interest
     in RNG Gaming Ltd ("RNG") which has filed for voluntary dissolution in 2009
     (see 1.c below). Following the sale of RNG' Intellectual Property (see 1.c
     below), Gaming Ventures no longer offer any development work and software
     licensing for third parties and is currently a shell company. The Company
     owned two additional subsidiaries called Get21, Limited ("Get21"), a
     corporation incorporated under the laws of the Isle of Man and Get21,
     Limited ("Get21 Israel") a corporation incorporated under the laws of
     Israel. In December 2008 both Get21 and Get21 Israel filed for dissolution.

B.   According to an agreement between Gaming Ventures and Win Gaming Media Inc.
     , a Delaware Company ("WGM DE"), Gaming Ventures purchased from WGM DE all
     right, title, and interest in its intellectual property rights and assets
     related to its Black Jack business ("BJ Business") on a "going concern" and
     "as is" basis, in exchange for a promissory note in the principal amount of
     $2.25M. The valuation was based on an appraisal report made by an
     independent appraiser. This promissory note shall be in effect for Five
     Years (60 months). Principal shall be paid in five (5) equal annual
     installments of $ 450,000 each and will bear interest of $US Libor +1.5%
     per annum. The note is secured by a Debenture and Equitable Share Charge
     between WGM DE and Gaming Ventures. WGM 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
     WGM DE financial statements at a book value of zero. As of December 31,
     2009, the Company did not pay any payments owed on account of the
     promissory note to WGM DE. There were no changes in the terms of the
     promissory note. WGM DE could claim the short term balance amounts owed at
     any time. There were no changes in the terms of the promissory note.

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

     $50,000 was attributed to the 20% minority holder in RNG. In 2009 we paid
     $30,000 on account and the second installment of $20,000 is scheduled to be
     paid during 2010. The amount is recorded as current liability.

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

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

E.   The accompanying consolidated financial statements have been prepared
     assuming that the Company will continue as a going concern. The Company has
     accumulated deficit of 4,826,358 and has not generated positive cash flows
     since inception. The consolidated financial statements do not include any
     adjustments that may result from the outcome of this uncertainty.


                                     F - 8`

`GAMING VENTURES PLC AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES

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

A.   USE OF ESTIMATES:

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

B.   FINANCIAL STATEMENTS IN U.S. DOLLARS:

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

     Accordingly, monetary accounts maintained in currencies other than the
     dollar are remeasured into U.S. dollars in accordance FASB ACS Topic 830
     "Foreign Currency matters". All transactions gains and losses of the
     re-measurement of monetary balance sheet items are reflected in the
     consolidated statements of operations as financial income or expenses as
     appropriate.

C.   PRINCIPLES OF CONSOLIDATION:

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

D.   CASH EQUIVALENTS:

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

E.   INCOME TAXES:

     Deferred taxes are determined utilizing the "asset and liability" method,
     whereby deferred tax asset and liability account balances are determined
     based on differences between financial reporting and the tax bases of
     assets and liabilities and are measured using the enacted tax rates and
     laws that will be in effect when the differences are expected to reverse.
     The Company provides a valuation allowance, when it's more likely than not
     that deferred tax assets will not be realized in the foreseeable future.


                                     F - 9`

`GAMING VENTURES PLC AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

NOTE 2:- SIGNIFICANT ACCOUNTING POLICIES (CONT.)

F.   BASIC AND DILUTED NET INCOME (LOSS) PER SHARE-EPS:

     Basic net loss per share is computed based on the weighted average number
     of common shares outstanding during each year. Diluted loss per share is
     computed based on the weighted average number of common shares outstanding
     during each year, plus dilutive potential common shares considered
     outstanding during the year. As of December 31, 2009 there is no potential
     for ordinary share dilution.

G.   IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS:

     ADOPTION OF NEW ACCOUNTING STANDARDS

     ACCOUNTING STANDARDS CODIFICATION:

     In June 2009, the FASB issued Statement of Financial Accounting Standards
     ("SFAS") No. 168, The FASB Accounting Standards Codification and the
     Hierarchy of Generally Accepted Accounting Principles (the "Codification").
     This standard replaces SFAS No. 162, The Hierarchy of Generally Accepted
     Accounting Principles, and establishes only two levels of U.S. generally
     accepted accounting principles ("GAAP"), authoritative and
     nonauthoritative. The FASB ASC has become the source of authoritative,
     nongovernmental GAAP, except for rules and interpretive releases of the
     SEC, which are sources of authoritative GAAP for SEC registrants. All other
     nongrandfathered, non-SEC accounting literature not included in the
     Codification will become nonauthoritative. This standard is effective for
     financial statements for interim or annual reporting periods ending after
     September 15, 2009. The adoption of the Codification changed the Company's
     references to GAAP accounting standards but did not impact the Company's
     results of operations, financial position or liquidity.

     Participating Securities Granted in Share-Based Transactions

     Effective January 1, 2009, the Company adopted a new accounting standard
     included in ASC 260, Earnings Per Share (formerly FASB Staff Position
     ("FSP") Emerging Issues Task Force ("EITF") 03-6-1, Determining Whether
     Instruments Granted in Share-Based Payment Transactions Are Participating
     Securities). The new guidance clarifies that non-vested share-based payment
     awards that entitle their holders to receive nonforfeitable dividends or
     dividend equivalents before vesting should be considered participating
     securities and included in basic earnings per share. The Company's adoption
     of the new accounting standard did not have a material effect on previously
     issued or current earnings per share.


                                     F - 10`

`GAMING VENTURES PLC AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

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

G.   IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS (CONT.):

     ADOPTION OF NEW ACCOUNTING STANDARDS (CONT.):

     BUSINESS COMBINATIONS AND NONCONTROLLING INTERESTS

     Effective January 1, 2009, the Company adopted a new accounting standard
     included in ASC 805, Business Combinations (formerly SFAS No. 141(R),
     Business Combinations). The new standard applies to all transactions or
     other events in which an entity obtains control of one or more businesses.
     Additionally, the new standard requires the acquiring entity in a business
     combination to recognize all (and only) the assets acquired and liabilities
     assumed in the transaction; establishes the acquisition-date fair value as
     the measurement date for all assets acquired and liabilities assumed; and
     requires the acquirer to disclose additional information needed to evaluate
     and understand the nature and financial effect of the business combination.
     The Company's adoption of this new accounting standard did not have a
     material effect on the Company's consolidated financial statements.

     Effective January 1, 2009, the Company adopted a new accounting standard
     included in ASC 810, Consolidations (formerly SFAS 160, Noncontrolling
     Interests in Consolidated Financial Statements). The new accounting
     standard establishes accounting and reporting standards for the
     noncontrolling interest (or minority interests) in a subsidiary and for the
     deconsolidation of a subsidiary by requiring all noncontrolling interests
     in subsidiaries be reported in the same way, as equity in the consolidated
     financial statements. As such, this guidance has eliminated the diversity
     in accounting for transactions between an entity and noncontrolling
     interests by requiring they be treated as equity transactions. The
     Company's adoption of this new accounting standard did not have a material
     effect on the Company's consolidated financial statements.

     FAIR VALUE MEASUREMENT AND DISCLOSURE

     Effective January 1, 2009, the Company adopted a new accounting standard
     included in ASC 820, Fair Value Measurements and Disclosures ("ASC 820")
     (formerly FASB FSP No 157-2, Effective Date of FASB Statement No. 157),
     which delayed the effective date for disclosing all non-financial assets
     and non-financial liabilities, except for items that are recognized or
     disclosed at fair value on a recurring basis (at least annually). This
     standard did not have a material impact on the Company's consolidated
     financial statements.


                                     F - 11`

`GAMING VENTURES PLC AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

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

G.   IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS (CONT.):

     ADOPTION OF NEW ACCOUNTING STANDARDS (CONT.):

     FAIR VALUE MEASUREMENT AND DISCLOSURE (CONT.):

     In April 2009, the FASB issued new guidance for determining when a
     transaction is not orderly and for estimating fair value when there has
     been a significant decrease in the volume and level of activity for an
     asset or liability. The new guidance, which is now part of ASC 820
     (formerly FSP 157-4, Determining Fair Value When the Volume and Level of
     Activity for the Asset or Liability Have Significantly Decreased and
     Identifying Transactions That Are Not Orderly), requires disclosure of the
     inputs and valuation techniques used, as well as any changes in valuation
     techniques and inputs used during the period, to measure fair value in
     interim and annual periods. In addition, the presentation of the fair value
     hierarchy is required to be presented by major security type as described
     in ASC 320, Investments -- Debt and Equity Securities. The provisions of
     the new standard were effective for interim periods ending after June 15,
     2009. The adoption of the new standard on April 1, 2009 did not have a
     material on the Company's consolidated financial statements.

     In April 2009, the Company adopted a new accounting standard included in
     ASC 820, (formerly FSP 107-1 and Accounting Principles Board ("APB") 28-1,
     Interim Disclosures about Fair Value of Financial Instruments). The new
     standard requires disclosures of the fair value of financial instruments
     for interim reporting periods of publicly traded companies in addition to
     the annual disclosure required at year-end. The provisions of the new
     standard were effective for the interim periods ending after June 15, 2009.
     The Company's adoption of this new accounting standard did not have a
     material effect on the Company's consolidated financial statements.

     In August 2009, the FASB issued new guidance relating to the accounting for
     the fair value measurement of liabilities. The new guidance, which is now
     part of ASC 820, provides clarification that in certain circumstances in
     which a quoted price in an active market for the identical liability is not
     available, a company is required to measure fair value using one or more of
     the following valuation techniques: the quoted price of the identical
     liability when traded as an asset, the quoted prices for similar
     liabilities or similar liabilities when traded as assets, or another
     valuation technique that is consistent with the principles of fair value
     measurements. The new guidance clarifies that a company is not required to
     include an adjustment for restrictions that prevent the transfer of the
     liability and if an adjustment is applied to the quoted price used in a
     valuation technique, the result is a Level 2 or 3 fair value measurement.
     The new guidance is effective for interim and annual periods beginning
     after August 27, 2009. The Company's adoption of the new guidance did not
     have a material effect on the Company's consolidated financial statements.


                                     F - 12`

`GAMING VENTURES PLC AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

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

G.   IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS (CONT.):

     ADOPTION OF NEW ACCOUNTING STANDARDS (CONT.):

     DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

     Effective January 1, 2009, the Company adopted a new accounting standard
     included in ASC 815, Derivatives and Hedging (SFAS No. 161, Disclosures
     about Derivative Instruments and Hedging Activities, an amendment of SFAS
     No. 133). The new accounting standard requires enhanced disclosures about
     an entity's derivative and hedging activities and is effective for fiscal
     years and interim periods beginning after November 15, 2008. Since the new
     accounting standard only required additional disclosure, the adoption did
     not impact the Company's consolidated financial statements.

     Other-Than-Temporary Impairments

     In April 2009, the FASB issued new guidance for the accounting for
     other-than-temporary impairments. Under the new guidance, which is part of
     ASC 320, Investments - Debt and Equity Securities (formerly FSP 115-2 and
     124-2, Recognition and Presentation of Other-Than-Temporary Impairments),
     an other-than-temporary impairment is recognized when an entity has the
     intent to sell a debt security or when it is more likely than not that an
     entity will be required to sell the debt security before its anticipated
     recovery in value. The new guidance does not amend existing recognition and
     measurement guidance related to other-than-temporary impairments of equity
     securities and is effective for interim and annual reporting periods ending
     after June 15, 2009. The Company's adoption of the new guidance did not
     have a material effect on the Company's consolidated financial statements.

     SUBSEQUENT EVENTS

     In May 2009, the FASB issued new guidance for subsequent events. The new
     guidance, which is part of ASC 855, Subsequent Events (formerly SFAS No.
     165, Subsequent Events) is intended to establish general standards of
     accounting for and disclosure of events that occur after the balance sheet
     date but before financial statements are issued or are available to be
     issued. Specifically, this guidance sets forth the period after the balance
     sheet date during which management of a reporting entity should evaluate
     events or transactions that may occur for potential recognition or
     disclosure in the financial statements, the circumstances under which an
     entity should recognize events or transactions occurring after the balance
     sheet date in its financial statements, and the disclosures that an entity
     should make about events or transactions that occurred after the balance
     sheet date. The new guidance is effective for fiscal years and interim
     periods ended after June 15, 2009 and will be applied prospectively. The
     Company's adoption of the new guidance did not have a material effect on
     the Company's consolidated financial statements.


                                     F - 13`

`GAMING VENTURES PLC AND ITS SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

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

G.   IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS (CONT.):

     Adoption of New Accounting Standards (cont.):

     ACCOUNTING STANDARDS NOT YET EFFECTIVE

     ACCOUNTING FOR THE TRANSFERS OF FINANCIAL ASSETS

     In June 2009, the FASB issued new guidance relating to the accounting for
     transfers of financial assets. The new guidance, which was issued as SFAS
     No. 166, Accounting for Transfers of Financial Assets, an amendment to SFAS
     No. 140, was adopted into Codification in December 2009 through the
     issuance of Accounting Standards Updated ("ASU") 2009-16. The new standard
     eliminates the concept of a "qualifying special-purpose entity," changes
     the requirements for derecognizing financial assets, and requires
     additional disclosures in order to enhance information reported to users of
     financial statements by providing greater transparency about transfers of
     financial assets, including securitization transactions, and an entity's
     continuing involvement in and exposure to the risks related to transferred
     financial assets. The new guidance is effective for fiscal years beginning
     after November 15, 2009. The Company will adopt the new guidance in 2010
     and is evaluating the impact it will have to the Company's consolidated
     financial statements.

     In June 2009, the FASB issued revised guidance on the accounting for
     variable interest entities. The revised guidance, which was issued as SFAS
     No. 167, Amending FASB Interpretation No. 46(R), was adopted into
     Codification in December 2009 through the issuance of ASU 2009-17. The
     revised guidance amends FASB Interpretation No. 46(R), Consolidation of
     Variable Interest Entities, in determining whether an enterprise has a
     controlling financial interest in a variable interest entity. This
     determination identifies the primary beneficiary of a variable interest
     entity as the enterprise that has both the power to direct the activities
     of a variable interest entity that most significantly impacts the entity's
     economic performance, and the obligation to absorb losses or the right to
     receive benefits of the entity that could potentially be significant to the
     variable interest entity. The revised guidance requires ongoing
     reassessments of whether an enterprise is the primary beneficiary and
     eliminates the quantitative approach previously required for determining
     the primary beneficiary. The Company does not expect that the provisions of
     the new guidance will have a material effect on its consolidated financial
     statements.

     REVENUE RECOGNITION

     In October 2009, the FASB issued ASU 2009-13, Multiple-Deliverable Revenue
     Arrangements. The new standard changes the requirements for establishing
     separate units of accounting in a multiple element arrangement and requires
     the allocation of arrangement consideration to each deliverable based on
     the relative selling price. The selling price for each deliverable is based
     on vendor-specific objective evidence ("VSOE") if available, third-party
     evidence if VSOE is not available, or estimated selling price if neither
     VSOE or third-party evidence is available. ASU 2009-13 is effective for
     revenue arrangements entered into in fiscal years beginning on or after
     June 15, 2010. The Company does not expect that the provisions of the new
     guidance will have a material effect on its consolidated financial
     statements.


                                     F - 14`

`GAMING VENTURES PLC AND ITS SUBSIDIARIES

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

NOTE 3:- SHARE CAPITAL

A.   SHAREHOLDERS' RIGHTS:

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

B.   DIVIDENDS:

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

NOTE 4:- INCOME TAXES

A.   The Company and its subsidiary are incorporated in the Isle of Man and
     therefore are not taxable.

B.   DEFERRED INCOME TAXES:

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

                                                   YEAR ENDED      YEAR ENDED
                                                   DECEMBER 31     DECEMBER 31,
                                                   ----------      ----------
                                                      2009            2008
                                                   ----------      ----------

Operating loss carry forward                       $        -      $   26,382

Deferred tax asset before valuation allowance      $        -      $    7,387
Valuation allowance                                $        -      $   (7,387)
                                                   ----------      ----------

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

     Get21 Israel provided valuation allowances of $0 for the year ended
     December 31, 2009 and $ 7,387 for the year ended December 31, 2008, in
     respect of deferred tax assets resulting from tax loss carry forwards and
     other temporary differences. 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. In
     December 2008 Get21 Israel filed for dissolution. Therefore as of December
     31, 2009 no valuation allowances were provided.


                                     F - 15`

`GAMING VENTURES PLC AND ITS SUBSIDIARIES

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

NOTE 5:- FINANCIAL EXPENSES

                                           YEAR ENDED      YEAR ENDED
                                           DECEMBER 31     DECEMBER 31,
                                            ---------       ---------
                                              2008             2007
                                            ---------       ---------

Financial expenses:
  Interest, bank charges and fees, net      $    (439)      $     825
  Interest on promissory note                 181,347         128,246
                                            ---------       ---------

                                            $ 180,908       $ 129,071
                                            =========       =========


                                     F - 16`