SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                  UNITED STATES
                                   FORM 10-KSB



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

                  FOR THE FISCAL YEAR ENDED: September 30, 2007

                                       OR

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

     FOR THE TRANSITION PERIOD FROM _________________ TO __________________


                        COMMISSION FILE NUMBER 33-20783-D

                           GOTTAPLAY INTERACTIVE, INC.
                 (Name of Small Business Issuer in Its Charter)

            NEVADA                                  20-1645637
 (State or other jurisdiction of                  (IRS Employer
 incorporation or organization                  Identification No.)



          3226 ROSEDALE STREET, SUITE 200
               GIG HARBOR, WA                       98335
       (Address of principal executive offices)   (Zip Code)

                                 (253) 617-7491
              (Registrant's telephone number, including area code)

    Securities registered pursuant to Section 12(b) of the Exchange Act: None
    Securities registered pursuant to Section 12(g) of the Exchange Act: None

                     COMMON STOCK, PAR VALUE $.001 PER SHARE


<PAGE>


   Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 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 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 90 days.
Yes [X] No [   ]

   Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-B is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB [ ].

   The Registrant's revenue for its most recent fiscal year:  $497,409.

   The aggregate market value of the Registrant's common stock, $.001 par value,
held by non-affiliates as of January 9, 2008 on the OTC Bulletin Board, was:
$12,990,080.

   As of January 9, 2008 there were 33,307,898 shares of the Registrant's common
stock outstanding.

   DOCUMENTS INCORPORATED BY REFERENCE: No documents are incorporated by
reference into this Annual Report on Form 10-KSB.



<PAGE>

<TABLE>
<CAPTION>

   TABLE OF CONTENTS
   <S>       <C>                                                                                        <C>
PART I...................................................................................................4

   ITEM 1.   DESCRIPTION OF BUSINESS.....................................................................4

   ITEM 2.   DESCRIPTION OF PROPERTY....................................................................20

   ITEM 3.   LEGAL PROCEEDINGS..........................................................................20

   ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS........................................20


PART II.................................................................................................21

   ITEM 5.   MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS...................................21

   ITEM 6.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS......23

   ITEM 7.   CONSOLIDATED FINANCIAL STATEMENTS..........................................................33

   ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.......34

   ITEM 8A.  CONTROLS AND PROCEDURES....................................................................34

   ITEM 8B.  OTHER INFORMATION..........................................................................34

PART III................................................................................................34


   ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE.........34

   ITEM 10.  EXECUTIVE COMPENSATION.....................................................................36

   ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
             RELATED STOCKHOLDER MATTERS................................................................37

   ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.............................................37

   ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.....................................................38

SIGNATURES..............................................................................................39
</TABLE>






<PAGE>



PART I

ITEM 1.   DESCRIPTION OF BUSINESS.

   Gottaplay Interactive, Inc. (the "Company") was formed in Nevada in July 2004
under the name of Donobi, Inc. and is the successor to H-NET.NET, Inc., which
was formed under the laws of Colorado in May 1986. On July 24, 2006, pursuant to
a Merger Agreement (the "Agreement"), Gotaplay Interactive, Inc. ("Gotaplay"), a
privately held Nevada corporation, merged with Donobi, Inc. In accordance with
the Agreement, the Registrant (a) completed a one for 6 reverse stock split; (b)
issued 17,744,618 post-reverse split shares of common stock to the former
stockholders of Gotaplay; (c) amended the Articles of Incorporation by changing
the name of the Registrant from Donobi, Inc. to Gottaplay Interactive, Inc.;
and, (d) except for William M. Wright, III and Norm Johnson, the directors of
the Registrant resigned and the three former directors of the Gotaplay were
elected to the board of directors of Registrant. As a result of the Merger,
voting control changed and, except for Mr. William M. Wright, III, who remained
as Chief Operating Officer, the other current officers resigned and were
replaced by Officers selected by Gotaplay's management (see "Directors and
Executive Officers").

   Upon consummation of the Merger we assumed all of the business operations of
Gotaplay to include their assets, their debts and their commitments, such as
leases and consultant agreements.

   We are an on-line video game rental subscription business dedicated to
providing customers with a quality rental experience through our web site,
www.gottaplay.com. The service is an alternative to store based gaming rentals.
We currently provide rental services to our subscribers, and we plan to offer
the option to purchase new and used video game titles at a discounted price. We
seek to provide customers with a large selection of video game rental choices on
a monthly subscription basis. Customers can sign-up via our web page to rent
and/or buy video games of their choice. Once they have made their selection(s),
the titles are then shipped to the customer via first class mail. Active
subscribers can retain the games for an indefinite amount of time as long as
they are active paying subscribers. Customers can exchange their selections at
anytime by returning their game(s) in our pre-paid and pre-addressed envelope.

   Effective August 1, 2007, we completed the divestiture of Donobi by selling
all of the outstanding stock to Focus Systems, Inc., a Washington corporation.
Focus Systems, Inc. is controlled by William M. Wright, III, our then Chief
Operating Officer. In consideration for the stock, Focus Systems, Inc. received
all the assets and assumed significantly all the liabilities associated with
this operation. As part of the transaction, Mr. Wright, III resigned from his
position as Chief Operating Officer and Director and Norm Johnson also resigned
as Director.

   Donobi, was our wholly-owned subsidiary, commonly referred to as the Internet
service provider ("ISP") business ("Donobi") with operations in Washington,
Oregon and Hawaii. It offered Internet connectivity to individuals, multi-family
housing, businesses, organizations, educational institutions and government
agencies. Donobi provided high quality, reliable and scalable Internet access,
web hosting and development, equipment co-location, and networking services to
underserved rural markets. Donobi's overall strategy was to become the dominant
Internet service provider for residents and small to medium-sized businesses
within certain rural and semi-rural areas in the United States.

   We are headquartered at 3226 Rosedale Street, Suite 200, Gig Harbor,
Washington 98335 and our telephone number is (253) 617-7491. We maintain an
Internet site on the World Wide Web ("WWW") at WWW.GOTTAPLAY.COM. Information
contained on our Web site is not and should not be deemed to be a part of this
Form 10-KSB.

INDUSTRY OVERVIEW

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   According to a 2005 study conducted by IGN Entertainment, video game rentals
are a popular way for gamers to decide if they want to invest the money to own a
title. More than 50 percent of the respondents rent an average of 11 games per
month, and 60% of the respondents who rent a specific title will eventually
purchase that title. The study profiled more than 5,000 consumers.

   According to data released by leading marketing information provider, The NPD
Group, U.S. retail sales of video games, which includes portable and console
hardware, software and accessories, generated revenues of close to $13.1 billion
in 2006, exceeding the previous record of $10.5 billion set in 2005.

   Industry facts obtained from ESA (Entertainment Software Association) state
that US computer and video game software sales grew six percent in 2006 to $7.4
billion - almost tripling industry software sales since 1996. In addition,
sixty-seven percent of American head of households play computer and video
games.

   Based on available industry data and studies, all indicators point to a
long-term increase in video game usage and popularity.

TRENDS AND DEVELOPMENTS

   The "on-line video game rental" market is increasing as more next generation
platforms are being introduced to the market. A result of the introduction of
new consoles, the retail cost of new game purchases has increased. Consumers are
now preferring to rent and try new release games before they invest in the
actual purchase. In addition, Internet users continue to utilize the Internet as
a primary venue for spending their entertainment dollars and accessing websites
to service their needs. This trend can be documented with the increasing
popularity of on-line movie rentals shipped via the United States Postal Service
("USPS"). Consumers are now finding the use of the Internet to facilitate
instant, convenient and secure access to various and affordable services and
products, and not spend their valuable time in their vehicle to pick up and
return a product, such as a video game. Delivery of these products is to their
front door via the USPS. This type of delivery service is expected to grow
substantially over the next several years due its convenience and cost savings
to the end user, our video game subscriber.

   The video game operation's known external market trends have been limited due
to the fact that the business in which we operate is an emerging segment within
the on-line industry. However, these trends are generally limited to competition
from well established retailers and newly formed on-line game rental companies.
There may be a negative impact to our operations due to the seasonal
availability of popular game titles, and therefore, revenues and inventory costs
tend to increase during the latter part of the calendar year due to the holiday
season. We believe that there could be a negative impact on the operations of
our company due to a lack of titles from certain suppliers. In addition, the
introduction of new gaming platforms can create scarcity of game titles
resulting in subscriber dissatisfaction and higher costs associated with the
limited available titles. Certain games may not be available due to high
consumer demand of a specific title or a lack of the required capital to
purchase enough units of high demand games to fill customer requests. If we are
not successful in raising the capital or establishing a credit line, these
purchases, more likely than not, will not meet our projections and the
anticipated.

BUSINESS OVERVIEW

   We are providing more than 4,771 subscribers monthly access to a
comprehensive library of approximately 3,900 gaming titles, spanning nine of the
most popular gaming consoles. We have multiple subscription plans, which allows
subscribers to have one to three titles out at the same time with no due dates,
late fees or shipping charges. In addition to our standard plan, we offer other
service plans with different price points that allow subscribers to keep either
fewer or more titles at the same time. Aided by

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our subscriber rating system, subscribers select titles on our web site, receive
them by first-class mail, which are returned by them at their convenience using
our prepaid mailers. Once a title has been returned, we mail the next available
title in the subscriber's queue.

   We utilize proprietary technology developed internally to manage the
processing and distribution of our comprehensive library of games from our
nationwide network of distribution centers (" DC's"). Our Game Distribution
Software ("GDS") is a network of administrative functions including order
fulfillment, inventory forecasting and procurement, inventory control, billing
and customer service. Through our GDS network, distribution centers can
communicate with each other to determine which games can be sent out to
subscribers enabling maximum usage of on hand inventory throughout the entire
company, which in turn reduces the amount of inventory purchases that we need to
make. The software has an automated process of tracking and routing titles to
and from each of our DC's and allocates order responsibilities among them. Our
proprietary GDS software provides us with the opportunity to scale up our
operation at any given time.

   We promote our service to consumers through various marketing and advertising
programs. To date, this has been our main source of marketing. However,
television advertising, magazine and newspaper insertions, college campus
alliances, grocery and pharmacy chain marketing, and the development of
strategic relationship with leading game console manufacturers and promotions
with other third parties will be implemented upon the funding of the business.
These programs are designed to encourage consumers to subscribe to our service,
which includes a trial period. At the end of the trial period, subscribers are
automatically enrolled as paying subscribers, unless they cancel their
subscription.

   We have almost every title available excluding adult content. We seek to
establish revenue sharing relationships with video game developers and wholesale
distributors.

   Games are shipped throughout the United States from our four distribution
centers; however, games can still take up to one to nine days to reach
subscribers. This is generally a barrier to adding or retaining subscribers.
However, we have several strategic partners that will offer a substantially
flexible distribution network, which will give us several more strategically
located distribution points throughout the United States. These alliances will
allow us to provide the delivery and return service to our subscribers generally
in one to two days.

   We are focused on growing our subscriber base and revenues and utilizing our
proprietary technology to minimize operating costs. The technology is
extensively employed to manage and integrate our operations, including a website
interface, order processing, fulfillment operations and customer service. We
believe our technology also allows us to maximize the library utilization and to
run the fulfillment operations in a flexible manner with minimal capital
requirements.

   All of the video game rental revenues are generated in the United States, and
substantially all the revenues are derived from monthly subscription fees.

GOTTAPLAY'S WEB SITE--WWW.GOTTAPLAY.COM.

   We have applied substantial resources to plan, develop and maintain
proprietary technology to implement the features of our web site, such as
subscription account signup and management, inventory optimization, overall
subscriber satisfaction, and customer support. The software is written in a
variety of programming languages and runs on industry standard platforms.

   We believe our dynamic software optimizes subscriber satisfaction and
management of the library by allowing each subscriber to view its current queue
and rental history, as well as current inventory levels and real-time
availability. The proprietary software also enables subscribers to prioritize
their selections. In addition, the proprietary game search engine indexes its
extensive library by title, genre, developer and

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 publisher among others.

   The GDS has been developed keeping scalability at its core. Expanding
operations, including the roll-out of new distribution centers can be done with
ease and in the most effective manner of time requiring the least amount of
resources. The software has enabled our network of distribution centers across
the country to communicate with one another in a real-time environment resulting
in optimum levels of operation, delivery and customer satisfaction. Inventory
levels can be viewed by all distribution centers by using the software.

   The Gottaplay account signup and management tools provide an easy to use
subscriber interface familiar to on-line shoppers. We have integrated a
real-time postal address validation to help subscribers enter correct postal
addresses and to determine the additional postal address fields required to
assure speedy and accurate delivery. We use an on-line credit card authorization
service to help the subscribers avoid typographic errors in their credit card
entries. These features help prevent fraud and subscriber disappointment
resulting from failures to initiate a trial subscription.

   Throughout our website, we have extensive measurement and testing
capabilities, allowing us to continuously optimize our website for our needs, as
well as those of our subscribers.

   Our website is run on hardware and software co-located at a service provider
offering reliable network connections, power, air conditioning and other
essential infrastructure. Our website is managed twenty-four hours a day, seven
days a week by our service provider. They also utilize a variety of proprietary
software, freely available and commercially supported tools, integrated in a
system designed to rapidly and precisely diagnose and recover from failures.
They conduct upgrades and installations of software in a manner designed to
minimize disruptions to our subscribers.

MERCHANDIZING

   All subscribers and site visitors are given many opportunities to rate
titles. We also provide ratings, reviews and third party recommendations to
assist them with selecting and prioritizing their queue. The game rating service
is used to help subscribers compare rating and recommendations from our on-line
shared community of gamers, as well as our Content on Demand service, to further
assist in the selection process of renting games. Reviews, ratings and
discussions are compiled and shared with our on-line gaming community. Content
on Demand is an exclusive service offered to our subscribers, which provides
subscribers with reviews, screenshots, trailers and industry ratings.

   We also provide subscribers with decision support information about each
title in its library. This information includes:

o  Factual data, including rating, special game features and screen formats; and

o  Editorial perspective, including plot synopses, game trailers and reviews
   written by our editors, third parties and by other Gottaplay subscribers.

MARKETING

   We have multiple marketing channels through which we attract subscribers to
our service. On-line advertising is the largest source of new subscribers. We
advertise the service on-line through paid search listings, permission based
e-mails, banner ads, and text on popular web portals and other websites. In
addition, we have an affiliate program whereby we make available web-based
banner ads and other advertisements that third parties may retrieve on a
self-assisted basis from our web site. Third parties that place their
advertisements and generate on-line subscriber referrals and are generally paid
a cash bounty

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for each subscriber referred to us.

   We also plan to market an aggressive offline retail program through gift card
subscriptions. The cards will be sold at electronics retailers, grocery and
other mass merchants. A commission will be paid on each sale to the
participating retailer. We intend to work with a number of other channels on an
opportunistic basis. We also intend to develop relationships with leading
consumer electronics and video retailers, which involve a variety of promotional
efforts using point-of-sale materials, stickers on product packaging and other
items to promote "Gottaplay.com" in their stores.

   During the second quarter of fiscal year 2007, we launched an aggressive
marketing campaign. However, in March, 2007, signs of fraudulent activity began
to manifest, and at the time, we determined that the chargebacks were still
within acceptable ranges. Meanwhile, we made significant upgrades to our rental
platform to accommodate newly acquired technology. This new technology allows
our members to trade their games in a peer to peer environment, as well as
several other major improvements. These improvements were specifically related
to faster processing and delivery of games to our members. While we believe we
had adequately tested our new platform in beta trials, we learned in late April
our reporting tools relating to games listed in our member queue's were in fact
faulty. Because of this problem, we were not able to identify fraudulent
subscribers from incentive traffic as a routine function. By the middle of May
we identified a malfunction in our GDS program and consequently discovered
thousands of members had subscribed and did not put games in their queue. These
subscribers were, in fact, the ones only who wanted to earn merchandise or cash
from various marketing partners. Once the merchandise or cash was received,
these subscribers disputed the membership charge and, consequently, causing the
credit card company to issue a reversal of our membership fee.

   Subsequently, we repaired the program fault and implemented a more
sophisticated set of reporting tools, which immediately identify and separate
legitimate members from the fraudulent subscribers. Our new member subscribers
are now approximately 98% free of incentive.

SUPPLIERS

   We purchase our games directly from distributors and wholesalers. We are also
planning to acquire our games from manufacturers, developers and distributors
under revenue sharing agreements. We would obtain titles at a low initial cost
in exchange for a commitment to share a percentage of the subscription revenue
for a finite period of time. After the revenue sharing agreement expires, the
agreement generally would grant us the right to acquire the title for a minimal
cost.

FULFILLMENT OPERATIONS

   We currently stock more than 3,900 titles, which span the nine most popular
stationary and game console platforms. We have allocated resources for the
development, maintenance and testing of the proprietary technology that helps us
manage the fulfillment of individual orders and the integration of our web site,
transaction processing systems, fulfillment operations, inventory levels and
coordination of the distribution centers.

   Our mission is to continuously improve on the delivery time to each
subscriber resulting in less attrition and greater subscriber retention. We
continue to work closely with the United States Postal Service in an effort to
improve our operations and to reach our near term goal of providing one-day
delivery service to approximately 60% of our subscriber base. Our goal for 2008
is to gradually increase one-day coverage to 75% of our subscriber base.

CUSTOMER SERVICE

   We believe our ability to establish and maintain long-term relationships with
subscribers depend, in part, on the strength of our customer support and service
operations. We encourage and utilize frequent

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communication with and feedback from the subscribers in order to continually
improve the web site and our service. Our customer service center is open seven
days a week. We primarily utilize e-mail to proactively correspond with
subscribers. We also offer phone support for subscribers who prefer to talk
directly with a customer service representative. This department also focuses on
eliminating the causes of customer support calls and automating certain
self-service features on the web site, such as the ability to report and correct
most shipping problems.

COMPETITION

   The market for in-home video game entertainment is intensely competitive and
subject to rapid change. Many consumers maintain simultaneous relationships with
multiple in-home game entertainment providers and can easily shift spending from
one provider to another. For example, consumers may rent a game from
Blockbuster, buy a game from Wal-Mart and subscribe to Gottaplay, or some
combination thereof, all in the same month.

   Game rental outlets and retailers with whom we compete include Blockbuster,
Hollywood Entertainment, Amazon.com, Wal-Mart, Gamestop and Best Buy. We believe
our scalable business model, the subscription service with home delivery, access
to our comprehensive library of more than 3,900 titles and spanning the nine
most popular stationary and game consoles competes favorably against traditional
game rental outlets.

   We also compete against other on-line game subscription services, such as
GameFly and Gamerang, among others.

   On-line video gaming (OVG) has received considerable media attention
recently. Within a few years, we believe OVG will become widely available to
Internet enabled game consoles subscribers. OVG carries as many titles as can be
effectively merchandized on a game console platform, which we believe to be
generally up to 100 recent releases. For consumers who primarily want the latest
big releases, OVG may be a convenient distribution channel. We believe this
strategy of developing a large and growing subscriber base and the ability to
personalize the library to each subscriber by leveraging the extensive database
of user preferences, also positions us favorably, to provide digital
distribution as that market develops. We plan to enter the OVG market in 2008
offering gaming servers to allow gamers to play each other over the Internet.

INTELLECTUAL PROPERTY

   We use a combination of copyright, trade secret laws and confidentiality
agreements to protect our proprietary intellectual property. We intend to
aggressively register the trademark for the "Gottaplay.com" name and copyrights
on the content of our web site. We intend to file applications for additional
trademarks as well.

   Enforcement of intellectual property rights is costly and time consuming. To
date, we have relied primarily on proprietary processes and know-how to protect
our intellectual property. It is uncertain, if and when, our patent and
trademark applications may be allowed and whether they will provide us with a
competitive advantage.

   From time to time, we may encounter disputes over rights and obligations
concerning intellectual property. We believe our service offering does not
infringe on the intellectual property rights of any third party. However, there
can be no assurance that we will prevail in any intellectual property dispute.

EMPLOYEES

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   As of September 30, 2007, we had twelve full-time employees/officers. Eight
of these employees are engaged in sales, marketing and operations, and, four are
engaged in finance and administration. None of the employees are represented by
a labor union or a collective bargaining agreement. We consider our relations
with these employees to be good.

   In addition, we use the services of contract labor provided by personnel
agencies, along with independent consultants.

GOVERNMENT REGULATION

   There are currently few laws or regulations directly governing access to, or
commerce upon, the Internet. Due to the increasing popularity and use of the
Internet, it is possible that a number of laws and regulations may be adopted
with respect to the Internet, covering issues such as user privacy, pricing and
characteristics and quality of products and services.

   Also, it is possible that laws will be adopted or current laws interpreted in
a manner to impose liability on on-line service providers, such as us, for
linking to third party content providers and other Internet sites that include
materials that infringe copyrights or other rights of others. Such laws and
regulations if enacted could have an adverse effect on our business, operating
results and financial condition. Moreover, the applicability to the Internet
upon the existing laws governing issues such as property ownership, copyright
defamation, obscenity and personal privacy is uncertain, and we may be subject
to claims that our services violate such laws. Any such new legislation or
regulation or the application of existing laws and regulations to the Internet
could have a material adverse effect on our business, operating results and
financial condition.

RISK FACTORS

   The actual results of our Company may differ materially from those
anticipated in our forward-looking statements. Gottaplay operates in a market
environment that is difficult to forecast and predict and involves significant
risks and uncertainties, many of which will be beyond our Company's control.
Additional risks and uncertainties not presently known to us, or that are not
currently believed to be important to you, if they materialize, also may
adversely affect our Company. If any of the following risks actually occurs, our
business, financial condition and results of operations could be harmed. In that
case, the trading price of our common stock could decline, and you could lose
all or part of your investment.

    RISKS RELATING TO OUR BUSINESS

   GOTTAPLAY HAS NOT HAD AN OPERATING PROFIT SINCE ITS INCEPTION. CONTINUING
LOSSES MAY EXHAUST OUR CAPITAL RESOURCES AND FORCE US TO DISCONTINUE OPERATIONS.

   Through September 30, 2007, Gottaplay has incurred cumulative losses of
approximately $9.4 million. We cannot assure you that we will achieve
profitability in the immediate or near-term future or at any future time.

   WE HAVE HAD SIGNIFICANT WORKING CAPITAL DEFICITS, WHICH MAKES IT MORE
DIFFICULT TO OBTAIN CAPITAL NECESSARY FOR OUR OPERATIONS, WHICH MAY HAVE AN
ADVERSE EFFECT ON OUR FUTURE BUSINESS.

   As of September 30, 2007, we had a working capital deficit of $2,387,993. If
all of the current liabilities were to become due at the same time, we would not
be able to pay them in full, which most likely would have a material negative
impact on our business and future prospects.

   We cannot assure you that we can achieve or sustain profitability on a
quarterly or annual basis in the

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future. If revenues grow more slowly than we anticipate, or if operating
expenses exceed our expectations or cannot be adjusted accordingly, we will
continue to incur losses. We will continue to incur losses until we are able to
establish significant subscriptions for our game rentals over the Internet. Our
possible success is dependent upon the successful development and marketing of
our web site and products, as to which there is no assurance. Any future success
that we might enjoy will depend upon many factors, including factors out of our
control or which cannot be predicted at this time. These factors may include
changes in or increased levels of competition, including the entry of additional
competitors and increased success by existing competitors, changes in general
economic conditions, increases in operating costs, including costs of supplies,
personnel and equipment, reduced margins caused by competitive pressures and
other factors. These conditions may have a materially adverse effect upon us or
may force us to reduce or curtail operations. In addition, we may require
additional funds to sustain and expand our sales and marketing activities,
particularly if a well-financed competitor emerges. If we need additional
financing, there can be no assurance that financing will be available in
amounts or on terms acceptable to us, if at all. The inability to obtain
sufficient funds from operations and external sources would require us to
curtail or cease operations. Any additional equity financing will involve
substantial dilution to our then existing shareholders.

   IF OUR EFFORTS TO ATTRACT GAME RENTAL SUBSCRIBERS ARE NOT SUCCESSFUL, OUR
REVENUES WILL BE AFFECTED ADVERSELY.

   We must continue to attract and retain subscribers. To succeed, we must
continue to attract a number of subscribers who have traditionally used game
retailers and game rental outlets. Our ability to attract and retain subscribers
will depend in part on our ability to consistently provide our subscribers a
high quality experience for selecting, receiving, playing and returning titles.
If consumers do not perceive our service offering to be of quality, or if we
introduce new services that are not favorably received by them, we may not be
able to attract or retain subscribers. If our efforts to satisfy our existing
subscribers are not successful, we may not be able to attract new subscribers,
and as a result, our revenues will be affected adversely.

   IF WE EXPERIENCE EXCESSIVE RATES OF SUBSCRIBER TURN OVER, OUR REVENUES AND
BUSINESS WILL BE HARMED.

   We must minimize the rate of loss of our existing subscribers while adding
new subscribers. Subscribers cancel their subscription to our service for many
reasons, including a perception that they do not use the service sufficiently,
delivery takes too long, the service is a poor value and customer service issues
are not satisfactorily resolved. We must continually add new subscribers both to
replace subscribers who cancel and to grow our business beyond our current
subscriber base. If too many subscribers cancel our service, or if we are unable
to attract new subscribers in numbers sufficient to grow our business, our
operating results will be adversely affected. Further, if excessive numbers of
subscribers cancel our service, we may be required to incur significantly higher
marketing expenditures than we currently anticipate replacing these subscribers
with new subscribers.

   IF WE ARE UNABLE TO OFFSET INCREASED DEMAND FOR GAMES WITH INCREASED
SUBSCRIBER RETENTION OUR OPERATING MARGINS AND OUR OPERATING RESULTS MAY BE
AFFECTED ADVERSELY.

   Subscribers to our service can play as many games as they want every month
and, depending on the service plan, may have out between one and three games at
a time. With our four DC's and our proprietary GDS, we have reduced the transit
time of games. As a result, our subscribers have been able to exchange more
titles each month, which has increased our operating costs. If we establish
additional DC's or further refine our distribution process and GDS, we may see a
continued increase in usage by our subscribers. In addition, subscriber demand
for games may increase for a variety of other reasons beyond our control,
because of: (a.) manufacturer promotions, (b.) the introduction of new gaming
platforms, and, (c.) the

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scarcity of the most popular games. If our subscriber retention does not
increase or our operating margins do not improve to an extent necessary to
offset the effect of increased operating costs, our operating results will be
adversely affected.

   IF OUR SUBSCRIBERS SELECT TITLES THAT ARE MORE EXPENSIVE FOR US TO ACQUIRE
AND DELIVER MORE FREQUENTLY, OUR EXPENSES WILL INCREASE.

   Certain titles cost us more to acquire depending on the source from whom they
are acquired and the terms on which they are acquired. If subscribers select
these titles more often on a proportional basis compared to all titles selected,
then our acquisition costs could increase, and our gross margins could be
adversely affected.

   IF WE DO NOT CORRECTLY ANTICIPATE OUR SHORT AND LONG TERM NEEDS FOR GAME
TITLES, OUR SUBSCRIBER SATISFACTION AND RESULTS OF OPERATIONS MAY BE ADVERSELY
AFFECTED.

   If we do not acquire sufficient copies of popular games/titles, we may not
satisfy subscriber demand, and our subscriber satisfaction and results of
operations could be adversely affected. Conversely, if we attempt to mitigate
this risk and acquire more games than actually needed to satisfy our
subscribers' demands, our inventory utilization would become less effective and
our gross margins would be adversely affected. Our ability to accurately predict
subscriber demand is critical in ordering an adequate inventory to meet our
subscriber demands for games in the more popular platforms and titles. If we do
not achieve this balance, our business may be adversely impacted.

   ANY SIGNIFICANT DISRUPTION IN SERVICE ON OUR WEB SITE OR IN OUR COMPUTER
SYSTEMS COULD RESULT IN A LOSS OF SUBSCRIBERS.

   Subscribers and potential subscribers access our service through our Web
site, where the game selection process is integrated with our delivery
processing systems and software. Our reputation and ability to attract, retain
and serve our subscribers is dependent upon the reliable performance of our Web
site, network infrastructure and fulfillment processes. Interruptions in these
systems could make our Web site unavailable and hinder our ability to fulfill
selections. Service interruptions or the unavailability of our Web site could
diminish the overall attractiveness of our subscription service to existing and
potential subscribers.

   Our servers are vulnerable to computer viruses, physical or electronic
break-ins and similar disruptions, which could lead to interruptions and delays
in our service and operations, as well as, loss, misuse or theft of data. Any
attempts by hackers to disrupt our Web site service or our internal systems, if
successful, could harm our business, be expensive to remedy and damage our
reputation. We do not have an insurance policy that covers expenses related to
direct attacks on our Web site or internal systems. Efforts to prevent hackers
from entering our computer systems are expensive to implement and may limit the
functionality of our services. Any significant disruption to our Web site or
internal computer systems could result in a loss of subscribers and adversely
affect our business and results of operations.

   Our servers utilize a number of techniques to track, deter and thwart attacks
from computer viruses, physical or electronic break-ins and similar disruptions,
which could lead to interruptions and delays in our service and operations as
well as loss, misuse or theft of data. We currently use both hardware and
software to secure our systems, network and, most importantly, our data from
these attacks. This includes several layers of security in place for our
protection and that of our member's data. We also have procedures in place to
ensure that the latest security patches and software are running on our servers
- thus maintaining another level of security.

                                       12
<PAGE>

   IF WE EXPERIENCE EXCESSIVE CREDIT CARD CHARGEBACKS , WE MAY BE SUSPENDED FROM
PROCESSING CREDIT CARD TRANSACTIONS FOR THAT PARTICULAR CREDIT CARD COMPANY,
SUCH AS MASTERCARD, VISA AND AMERICAN EXPRESS, FOR AN INDETERMINATE PERIOD OF
TIME, WHICH WOULD SIGNIFICANTLY AND INDEFINITELY HARM OUR BUSINESS.

   We charge our subscribers a monthly subscription fee via the three major
credit card companies, MasterCard, VISA and American Express. If we experience
excessive chargebacks over several successive months with any of these
respective credit card companies, we may be suspended from processing charges in
the future. Excessive chargebacks in our business may result from: (a.) fraud,
(b.) disputed transactions, and (c.) subscribers not completely understanding
the proper procedure(s) to cancel their ten-day trial period and/or their
regular subscription. Accordingly, we implemented several additional procedures
to: (a.) discover and mitigate a fraudulent transaction submission, (b.) more
accurately validate the authorized user of the credit card, and (c.) provide
clearer and better website instructions for the customer who desires to cancel
their subscription.

   We must minimize and contain the rate and number of chargeback transactions
per total transactions processed over a specified period of time or a credit
card company may cancel all processing privileges in accordance with the terms
of our agreement. If we should lose the ability to process with any of these
three major credit card companies, we will lose a significant amount of revenue
and cash flow, all of which may cause the company to fail.

   INCREASE IN PAYMENT PROCESSING FEES OF CHANGES TO OPERATING RULES WOULD
INCREASE OUR OPERATING EXPENSES AND ADVERSELY AFFECT OUR BUSINESS.

   Our subscribers pay their monthly subscriptions using credit cards. Our
acceptance of these payments requires a fee to be immediately deducted from the
approved subscriber fee by the credit card processor. These fees may increase
for a variety of reasons such as, increase rates by the processor or the number
of transactions have changed causing the base fee structure to increase or
decrease depending on the then effective processing arrangement. Any significant
increase in these fees will adversely affect our results of operations.

   IF GOVERNMENT REGULATION OF THE INTERNET OR OTHER AREAS OF OUR BUSINESS
CHANGES OR IF CONSUMER ATTITUDES TOWARD USE OF THE INTERNET CHANGE, WE MAY NEED
TO CHANGE THE MANNER IN WHICH WE CONDUCT OUR BUSINESS, OR INCUR GREATER
OPERATING EXPENSES.

   The adoption or modification of laws or regulations relating to the Internet
or other areas of our business could limit or otherwise adversely affect the
manner in which we currently conduct our business. In addition, the growth and
development of the market for on-line commerce may lead to more stringent
consumer protection laws, which may impose additional burdens on us. If we are
required to comply with new regulations or legislation or new interpretations of
existing regulations or legislation, this compliance could cause us to incur
additional expenses or alter our business model.

   The manner in which Internet and other legislation may be interpreted and
enforced cannot be precisely determined and may subject either us or our
customers to potential liability, which in turn could have an adverse effect on
our business, results of operations and financial condition. The adoption of any
laws or regulations that adversely affect the popularity or growth in use of the
Internet could decrease the demand for our subscription service and increase our
cost of doing business.

   In addition, if consumer attitudes toward use of the Internet change,
consumers may become unwilling to select their entertainment on-line or
otherwise provide us with information necessary for them to become subscribers.
Further, we may not be able to effectively market our services on-line to users
of the Internet.

                                       13
<PAGE>

If we are unable to interact with consumers because of changes in their attitude
toward use of the Internet, our subscriber acquisition and retention may be
affected adversely.

   IF OUR EFFORTS TO BUILD STRONG BRAND IDENTITY AND IMPROVE SUBSCRIBER
SATISFACTION AND LOYALTY ARE NOT SUCCESSFUL, WE MAY NOT BE ABLE TO ATTRACT OR
RETAIN SUBSCRIBERS, AND OUR OPERATING RESULTS WILL BE AFFECTED ADVERSELY.

   The Gottaplay brand is young, and we must continue to build strong brand
identity. To succeed, we must continue to attract and retain a number of owners
of video game players who have traditionally relied on store-based rental
outlets and persuade them to subscribe to our service through our Web site. We
may be required to incur significantly higher advertising and promotional
expenditures than we currently anticipate attracting numbers of new subscribers.
We believe that the importance of brand loyalty will increase with a
proliferation of game subscription services and other means of distributing
games disks. If our efforts to promote and maintain our brand are not
successful, our operating results and our ability to attract and retain
subscribers will be affected adversely.

   IF WE ARE UNABLE TO MANAGE THE MIX OF SUBSCRIBER ACQUISITION SOURCES, OUR
SUBSCRIBER LEVELS MAY BE AFFECTED ADVERSELY AND OUR MARKETING EXPENSES MAY
INCREASE.

   We utilize a mix of incentive-based and fixed-cost marketing programs to
promote our service to potential new subscribers. We obtain a portion of our new
subscribers through our on-line marketing efforts, direct links and our active
affiliate program. While we opportunistically adjust our mix of incentive-based
and fixed-cost marketing programs, we attempt to manage the marketing expenses
to come within a prescribed range of acquisition cost per subscriber. If we are
unable to maintain or replace our sources of subscribers with similarly
effective sources, or if the cost of our existing sources increases, our
subscriber levels may be affected adversely and our cost of marketing may
increase.

   IF WE ARE UNABLE TO CONTINUE USING OUR CURRENT MARKETING CHANNELS, OUR
ABILITY TO ATTRACT NEW SUBSCRIBERS MAY BE AFFECTED ADVERSELY.

   We may not be able to continue to support the marketing of our service by
current means if such activities are no longer available to us or are adverse to
our business. In addition, we may be foreclosed from certain channels due to
competitive reasons. If companies that currently promote our service decide to
enter our business or a similar business, we may no longer be given access to
such channels. If the available marketing channels are curtailed, our ability to
attract new subscribers may be affected adversely.

   IF WE ARE UNABLE TO COMPETE EFFECTIVELY, OUR BUSINESS WILL BE AFFECTED
ADVERSELY.

   The market for in-home gaming products is intensely competitive and subject
to rapid change. Many consumers maintain simultaneous relationships with
multiple in-home entertainment providers and can easily shift spending from one
provider to another. For example, consumers may rent a game from Blockbuster,
buy a game from Wal-Mart and subscribe to our service, or some combination
thereof, all in the same month. Competitors may be able to launch new businesses
at relatively low cost. Game rentals represent only one of many existing and
potential new technologies for playing games. If we are unable to successfully
compete with current and new competitors and technologies, we may not be able to
achieve adequate market share, increase our revenues or achieve profitability.
Our principal competitors include, or could include:

o  Game rental outlets, such as Blockbuster and Hollywood Entertainment;
o  Game retail stores, such as GameStop, Best Buy, Wal-Mart and Amazon.com;
o  Subscription game rental services, such as GameFly and GameznFlix; and

                                       14
<PAGE>

o  On-line game sites, such as Rcade.com

   Many of our competitors have longer operating histories, larger customer
bases, greater brand recognition and significantly greater financial, marketing
and other resources than we do. Some of our competitors have adopted, and may
continue to adopt, aggressive pricing policies and devote substantially more
resources to marketing and Web site and systems development than we do. The
growth of our on-line subscription business since our inception may attract
direct competition from larger companies with significantly greater financial
resources and national brand recognition. Increased competition may result in
reduced operating margins, loss of market share and reduced revenues. In
addition, our competitors may form or extend strategic alliances with
manufacturers and distributors that could adversely affect our ability to obtain
titles on favorable terms.

   IF WE EXPERIENCE DELIVERY PROBLEMS OR IF OUR SUBSCRIBERS OR POTENTIAL
SUBSCRIBERS LOSE CONFIDENCE IN THE U.S. POST SERVICE, WE COULD LOSE SUBSCRIBERS,
WHICH COULD ADVERSELY AFFECT OUR OPERATING RESULTS.

   We rely exclusively on the U.S. Postal Service to deliver game disks from our
DC's and to return the game disks to us from our subscribers. We are subject to
risks associated with using the public mail system to meet our shipping needs,
including delays caused by bioterrorism, potential labor activism and inclement
weather. Our games are also subject to risks of breakage during delivery and
handling by the U.S. Postal Service. The risk of breakage is also impacted by
the materials and methods used to replicate our game disks. If the entities
replicating our game disks use materials and methods more likely to break during
delivery and handling or we fail to timely deliver the games to our subscribers,
our subscribers could become dissatisfied and cancel our service, which could
adversely affect our operating results. In addition, increased breakage rates
for our games will increase our cost of acquiring titles.

   STANDARDS FOR COMPLIANCE WITH SECTION 404 OF THE SARBANES-OXLEY ACT OF 2002
ARE UNCERTAIN, AND IF WE FAIL TO COMPLY IN A TIMELY MANNER, OUR BUSINESS COULD
BE HARMED AND OUR STOCK PRICE COULD DECLINE.

   Rules adopted by the SEC pursuant to Section 404 of the Sarbanes-Oxley Act of
2002 require annual assessment of our internal control over financial reporting,
and attestation of its assessment by our independent registered public
accountants. The SEC has extended the compliance dates for certain filers and,
accordingly, we believe that this requirement may first apply to our annual
report for fiscal 2008. The standards that must be met for management to assess
the internal control over financial reporting as effective are new and complex,
and require significant documentation, testing and possible remediation to meet
the detailed standards. We may encounter problems or delays in completing
activities necessary to make an assessment of our internal control over
financial reporting. In addition, the attestation process by our independent
registered public accountants is new and we may encounter problems or delays in
completing the implementation of any requested improvements and receiving an
attestation of its assessment by our independent registered public accountants.
If we cannot assess our internal control over financial reporting as effective,
or our independent registered public accountants are unable to provide an
unqualified attestation report on such assessment, investor confidence and share
value may be negatively impacted.

   OUR ARTICLES OF INCORPORATION INCLUDE PROVISIONS TO THE EFFECT THAT WE MAY
INDEMNIFY ANY DIRECTOR, OFFICER OR EMPLOYEE. IN ADDITION, PROVISIONS OF NEVADA
LAW PROVIDE FOR SUCH INDEMNIFICATION.

   Any indemnification of directors, officers or employees, could result in
substantial expenditures being made by us in covering any liability of such
persons or in indemnifying them. If we are required to incur expenditures as a
result of indemnification of our directors, officers or employees for any
reason, our net income will decrease as a result of settling such claim(s). We
do not have insurance coverage for our

                                       15
<PAGE>

directors, officers and employees. Therefore, our exposure and payment of any
claim and/or indemnification must come from operations or additional financing
arrangements.

   WE DO NOT CARRY BUSINESS INSURANCE.

   Our business is not protected by a comprehensive insurance policy. As such,
we are considered completely at-risk to the extent we have adequate cash
available to meet a catastrophic event. We do not maintain cash reserves, nor do
we have the liquidity of certain assets to meet: (a.) business interruption
needs, (b.) loss profits, (c.) theft and fire losses, (d.) earthquake, (e.)
claims resulting from Internet personal identity theft, and, (f.) many other
incidences.

   WE COULD FAIL TO ATTRACT OR RETAIN KEY PERSONNEL, WHICH COULD BE DETRIMENTAL
TO OUR OPERATIONS.

   Our success largely depends on the efforts and abilities of John P. Gorst,
Chief Executive Officer and Asra Rasheed, President. The loss of the services of
any of these individuals could materially harm our business because of the cost
and time necessary to find their successors. Such a loss would also divert
management attention away from operational issues. We do not presently maintain
key-man life insurance policies on our officers. We also have other key
consultants and outside contractors who manage elements of our operations, and
if we were to lose their services, senior management would be required to expend
time and energy to find and train their replacements. To the extent that we are
smaller than our competitors and have fewer resources we may not be able to
attract the sufficient number of qualified staff.

   WE ARE SUBJECT TO PRICE VOLATILITY DUE TO OUR OPERATIONS MATERIALLY
FLUCTUATING.

   As a result of the evolving nature of the markets in which we compete, as
well as the current nature of the public markets and our current financial
condition, we believe that our operating results may fluctuate materially, as a
result of which quarter-to-quarter comparisons of our results of operations may
not be meaningful. If in some future quarter, whether as a result of such a
fluctuation or otherwise, our results of operations fall below the expectations
of securities analysts and investors, the trading price of our common stock
would likely be materially and adversely affected. You should not rely on our
results of any interim period as an indication of our future performance.
Additionally, our quarterly results of operations may fluctuate significantly in
the future as a result of a variety of factors, many of which are outside our
control. Factors that may cause our quarterly results to fluctuate include,
among others:

o  our ability to retain existing gaming subscribers;
o  our ability to attract gaming subscribers at a steady rate;
o  our ability to maintain subscriber satisfaction;
o  the extent to which our subscriber services and products gain market
   acceptance;
o  introductions of products and services by competitors;
o  price competition in the markets in which we compete;
o  our ability to attract train and retain experienced and skilled management;
o  the amount and timing of operating costs and capital expenditures relating to
   the expansion of our business, operations and infrastructure; and
o  general economic conditions and economic conditions specific to the Internet
   service and gaming industry.

   IF WE ARE UNABLE TO RESPOND TO THE RAPID CHANGES IN TECHNOLOGY AND SERVICES,
WHICH CHARACTERIZE OUR GAME RENTAL SERVICES, OUR BUSINESS AND FINANCIAL
CONDITION COULD BE NEGATIVELY AFFECTED.

   Our game rental operation is directly impacted by changes in the Internet
services industry. The Internet products and services industry is subject to
rapid technological change, frequent new product and service

                                       16
<PAGE>

introductions and evolving industry standards. Changes in technology could
affect the market for our services. We believe that our future success will
depend largely on our ability to anticipate or adapt to such changes, to offer
on a timely basis, services and products that meet these evolving standards and
demand of our customers. We cannot offer any assurance that we will be able to
respond successfully to these or other technological changes, or to new products
and services offered by our current and future competitors, and cannot predict
whether we will encounter delays or problems in these areas, which could have a
material adverse affect on our business, financial condition and results of
operations.

   WE MAY BE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY ADEQUATELY OR COST
EFFECTIVELY, WHICH MAY CAUSE US TO LOSE MARKET SHARE OR REDUCE PRICES.

   Our future success depends significantly on our ability to protect and
preserve its proprietary rights related to its technology and resulting
products. We cannot assure you that we will be able to prevent third parties
from using our intellectual property rights and technology without our
authorization. While we intend to pursue aggressively efforts to obtain patent
protection for our technology, we will also rely on trade secrets, common law
trademark rights and trademark registrations, as well as confidentiality and
work for hire development, assignment and license agreements with employees,
consultants, third party developers, licensees and customers. However, these
measures afford only limited protection and may be flawed or inadequate. Also,
enforcing intellectual property rights could be costly and time-consuming and
could distract management's attention from operating business matters.

   OUR INTELLECTUAL PROPERTY MAY INFRINGE ON THE RIGHTS OF OTHERS, RESULTING IN
COSTLY LITIGATION.

   In recent years, there has been significant litigation in the United States
involving patents and other intellectual property rights. In particular, there
has been an increase in the filing of suits alleging infringement of
intellectual property rights, which pressure defendants into entering settlement
arrangements quickly to dispose of such suits, regardless of their merits. Other
companies or individuals may allege that we infringe on their intellectual
property rights. Litigation, particularly in the area of intellectual property
rights, is costly and the outcome is inherently uncertain. In the event of an
adverse result, we could be liable for substantial damages and we may be forced
to discontinue our use of the subject matter in question or obtain a license to
use those rights or develop non-infringing alternatives. Any of these results
would increase our cash expenditures, adversely affecting our financial
condition.

   WE MAY NOT BE ABLE TO MANAGE OUR GROWTH EFFECTIVELY, WHICH COULD ADVERSELY
AFFECT OUR OPERATIONS AND FINANCIAL PERFORMANCE.

   The ability to manage and operate our business as we execute our development
and growth strategy will require effective planning. Significant rapid growth
could strain our internal resources, and other problems that could adversely
affect our financial performance. We expect that our efforts to grow the game
rental services will place a significant strain on our personnel, management
systems, infrastructure and other resources. Our ability to manage future growth
effectively will also require us to successfully attract, train, motivate,
retain and manage new employees and continue to update and improve our
operational, financial and management controls and procedures. If we do not
manage our growth effectively, our operations could be adversely affected,
resulting in slower growth and a failure to achieve profitability.

    RISKS RELATED TO OUR COMMON STOCK

   OUR COMMON STOCK MAY BE AFFECTED BY LIMITED TRADING VOLUME AND MAY FLUCTUATE
SIGNIFICANTLY, WHICH MAY AFFECT OUR SHAREHOLDERS' ABILITY TO SELL SHARES OF OUR
COMMON STOCK.

   There has been a limited public market for our common stock and there can be
no assurance that a more

                                       17
<PAGE>

active trading market for our common stock will develop. An absence of an active
trading market could adversely affect our shareholders' ability to sell our
common stock in short time periods, or possibly at all. Our common stock has
experienced, and is likely to experience in the future, significant price and
volume fluctuations, which could adversely affect the market price of our common
stock without regard to our operating performance. In addition, we believe that
factors such as quarterly fluctuations in our financial results and changes in
the overall economy or the condition of the financial markets could cause the
price of our common stock to fluctuate substantially. These fluctuations may
also cause short sellers to enter the market from time to time in the belief
that we will have poor results in the future. We cannot predict the actions of
market participants and, therefore, can offer no assurances that the market for
our stock will be stable or appreciate over time. The factors may negatively
impact shareholders' ability to sell shares of our common stock.

   OUR COMMON STOCK COULD BE CONSIDERED A "PENNY STOCK" AND MAY BE DIFFICULT TO
SELL.

   Our common stock could be considered to be a "penny stock" if it meets one or
more of the definitions in Rules 15g-2 through 15g-6 promulgated under Section
15(g) of the Exchange Act. These include but are not limited to the following:
(i) the stock trades at a price less than $5.00 per share; (ii) it is not traded
on a "recognized" national exchange; (iii) it is not quoted on the NASDAQ Stock
Market, or even if so quoted, has a price less than $5.00 per share; or (iv) is
issued by a company with net tangible assets less than $2,000,000, if in
business longer than three continuous years, or with average revenues of less
than $6,000,000 for the past three years. The principal result or effect of
being designated a "penny stock" is that securities broker-dealers cannot
recommend the stock but must trade in it on an unsolicited basis.

   Additionally, Section 15(g) of the Exchange Act and Rule 15g-2 promulgated
thereunder by the SEC require broker-dealers dealing in penny stocks to provide
potential investors with a document disclosing the risks of penny stocks and to
obtain a manually signed and dated written receipt of the document before
effecting any transaction in a penny stock for the investor's account.

   Moreover, Rule 15g-9 requires broker-dealers in penny stocks to approve the
account of any investor for transactions in such stocks before selling any penny
stock to that investor. This procedure requires the broker-dealer to:

(i)     obtain from the investor information concerning his or her financial
        situation, investment experience and investment objectives;
(ii)    reasonably determine, based on that information, that transactions in
        penny stocks are suitable for the investor and that the investor has
        sufficient knowledge and experience as to be reasonably capable of
        evaluating the risks of penny stock transactions;
(iii)   provide the investor with a written statement setting forth the basis on
        which the broker-dealer made the determination in (ii) above; and
(iv)    receive a signed and dated copy of such statement from the investor,
        confirming that it accurately reflects the investor's financial
        situation, investment experience and investment objectives. Compliance
        with these requirements may make it more difficult for holders of our
        common stock to resell their shares to third parties or to otherwise
        dispose of them in the market or otherwise.

   THERE IS NO ASSURANCE OF AN ESTABLISHED PUBLIC TRADING MARKET, WHICH WOULD
ADVERSELY AFFECT THE ABILITY OF INVESTORS IN GOTTAPLAY TO SELL THEIR SECURITIES
IN THE PUBLIC MARKET.

   Even though our shares of common stock are expected to continue to be quoted
on the OTC Bulletin Board, we cannot predict the extent to which a trading
market will develop or how liquid that market might become. In addition, most
common shares outstanding after the Merger, including the shares issued to

                                       18
<PAGE>
Gotaplay stockholders, are "restricted securities" within the meaning of Rule
144 promulgated by the SEC, and will therefore be subject to certain limitations
on the ability of holders to resell such shares. Accordingly, holders of our
common stock may be required to retain their shares for an indefinite period of
time. We are party to certain agreements and holders of our warrants requiring
us, under certain circumstances, to use our best efforts to prepare and file
with the Securities and Exchange Commission a registration statement on an
appropriate form covering the offer and resale to the public of the shares of
our common stock upon exercise of the warrants. Consequently, we may expect to
prepare and file with the Securities and Exchange Commission as soon as
practical, and to use our best efforts to cause to be declared effective, such a
registration statement.

   The OTC Bulletin Board is an inter-dealer, over-the-counter market that
provides significantly less liquidity than the NASD's automated quotation system
(the "NASDAQ Stock Market"). Quotes for stocks included on the OTC Bulletin
Board are not listed in the financial sections of newspapers, as are those for
the NASDAQ Stock Market. Therefore, prices for securities traded solely on the
OTC Bulletin Board may be difficult to obtain and holders of common stock may be
unable to resell their securities at or near their original offering price or at
any price. Market prices for our common stock will be influenced by a number of
factors, including:

o  issuance of new equity securities pursuant to a future offering;
o  changes in interest rates;
o  competitive developments, including announcements by competitors of new
   products or services or significant contracts, acquisitions, strategic
   partnerships, joint ventures or capital commitments;
o  variations in quarterly operating results; o change in financial estimates by
   securities analysts;
o  depth and liquidity of the market for Gottaplay's common stock;
o  investor perceptions of Gottaplay and of game rental generally; and
o  general economic and other national conditions.

   THE AUTHORIZATION AND ISSUANCE OF PREFERRED STOCK MAY PREVENT OR DISCOURAGE A
CHANGE IN OUR MANAGEMENT.

   We are authorized to issue up to 5,000,000 shares of preferred stock without
stockholder approval. Such shares will have terms, conditions, rights,
preferences and designations as the Board may determine. The rights of the
holders of our common stock will be subject to, and may be adversely affected
by, the rights of the holders of any preferred stock that may be issued in the
future. The issuance of preferred stock, while providing desirable flexibility
in connection with possible acquisitions and other corporate purposes, could
have the effect of discouraging a person from acquiring a majority of our
outstanding common stock.

   IT MAY BE DIFFICULT FOR A THIRD PARTY TO ACQUIRE US, AND THIS COULD DEPRESS
OUR STOCK PRICE.

   Nevada corporate law includes provisions that could delay, defer or prevent a
change in control of our company or our management. These provisions could
discourage information contests and make it more difficult for you and other
stockholders to elect directors and take other corporate actions. As a result,
these provisions could limit the price that investors are willing to pay in the
future for shares of our common stock. For example:

o  without prior stockholder approval, the Board of Directors has the authority
   to issue one or more classes of preferred stock with rights senior to those
   of common stock and to determine the rights, privileges and inference of that
   preferred stock;
o  there is no cumulative voting in the election of directors, which would
   otherwise allow less than

                                       19
<PAGE>

   a majority of stockholders to elect director
   candidates; and
o  stockholders cannot call a special meeting of stockholders.

ITEM 2.   DESCRIPTION OF PROPERTY.

   We do not own any real estate. We lease our offices and distribution centers
and are briefly describe as follows:

o  We are headquartered at 3226 Rosedale Street, Suite 200, Gig Harbor,
   WA 98335. We lease approximately 1,500 square feet on a three (3)
   year lease. We pay a monthly fee of approximately $2,770 for the use of these
   facilities.

o  We lease approximately 1,900 square feet of office space at 200 N. Harbor
   Blvd. Suite 201, Anaheim CA 92805. We pay approximately $2,145 on a one (1)
   year lease. Our marketing department and game library are housed in this
   facility, along with a distribution center.

o  We lease an office at 1451 West Cypress Creek Road, Suite 300, Ft Lauderdale,
   Fl 33309. This space is used by our programmers and developers. We pay
   approximately $740 per month on a one (1) year lease.

o  We lease two small offices for regional distribution centers and are briefly
   described as follows: (i) located in Pittsburg, PA, with rent at $800 per
   month on an eighteen month non-cancelable lease, and, (ii) located in Kansas
   City, MO with rent at $1,067 per month on an eighteen month non-cancelable
   lease.

   We believe these arrangements are adequate to support our immediate and short
term operational needs.

ITEM 3.   LEGAL PROCEEDINGS.

   On October 17, 2007, we settled a lawsuit brought by Capital Group
Communications, Inc. ("CGC") against Gottaplay and the counter-suit by us
against CGC were settleld. The terms of the settlement provide that:

a. We rescind the cancellation of the 2,000,000 shares (the "Settlement Shares")
   previously issued to CGC;

b. CGC grant to Phillip Knight, a Company shareholder, or his assigns, the
   right, but not the obligation, to purchase the Shares in various increments
   through March 2008 for the total sum of $400,000. The first tranche was paid
   November 13, 2007;

c. Phillip Knight, or his assigns, has agreed that he will return 50% of the
   Shares purchased by him from CGC to us, which Shares will be deemed
   cancelled;

d. Should Phillip Knight, or his assigns, not purchase the Shares as scheduled,
   then CGC shall be allowed to sell as many of the Shares, pursuant to Rule
   144, as is necessary for CGC to realize a total of $400,000, less any
   proceeds previously received from Phillip Knight and return any unsold Shares
   to us;

e. We issued to CGC, warrants to purchase 200,000 shares of common stock at an
   exercise price of $1.25, which warrants will terminate December 31, 2010; and

f. CGC and Gottaplay have released all claims against each other.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

   None

                                       20
<PAGE>

PART II

ITEM 5.    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

   Our common stock is quoted on the OTC Bulletin Board under the symbol "GTAP"
(formerly "DNOB"). Our common stock has been quoted on the OTCBB since July
2004.

   For the periods indicated, the following table sets forth the high and low
bid prices per share of common stock. These prices represent inter-dealer
quotations without retail markup, markdown, or commission and may not
necessarily represent actual transactions. This table gives effect to our
thirty-two for one stock reverse split that occurred on January 26, 2004 and our
one for six stock reverse split that occurred on July 24, 2006.

                               HIGH ($)                LOW ($)

        FISCAL 2006
        First quarter              0.48                   0.18
        Second quarter             1.26                   0.18
        Third quarter              2.22                   0.60
        Fourth quarter             2.00                   1.02

        FISCAL 2007
        First quarter              3.00                   1.50
        Second quarter             3.05                   1.95
        Third quarter              2.40                   1.26
        Fourth quarter             1.60                   0.36


HOLDERS OF OUR COMMON STOCK

   As January 11, 2008, we had 527 record holders of our common stock. The
number of record holders was determined from the records of our transfer agent
and does not include beneficial owners of common stock whose shares are held in
the names of various security brokers, dealers, and registered clearing
agencies. The transfer agent of our common stock is Colonial Stock Transfer
Company, Inc., 66 Exchange Place, Salt Lake City, Utah 84111.

DIVIDENDS

   We have never declared or paid any cash dividends on our common stock. We do
not anticipate paying any cash dividends to stockholders in the foreseeable
future. In addition, any future determination to pay cash dividends will be at
the discretion of the Board of Directors and will be dependent upon our
financial condition, results of operations, capital requirements, and such other
factors as the Board of Directors deem relevant.

RECENT SALES OF UNREGISTERED SECURITIES

   The following sets forth information regarding all sales of our unregistered
securities during the fiscal year ended September 30, 2007. All of these shares
were exempt from registration under the Securities Act by reason of Section 4(2)
of the Securities Act, or Regulation D promulgated thereunder, as transactions
by an issuer not involving a public offering, or were exempt by reason of the
application of Regulation S. The recipients of securities in each of these
transactions represented their intentions to acquire the securities for
investment only and not with a view to or for sale in connection with any
distribution of the securities, and appropriate legends were affixed to the
share certificates and warrants issued in such transactions. All recipients had
adequate access, through their relationships with us or otherwise, to
information about us.

                                       21
<PAGE>

Unless otherwise indicated, the issuances of the securities described below were
affected without the involvement of underwriters.

   In April 2005, we issued $700,000 of 6% secured convertible debentures, to an
unrelated party. A total of 2 debentures were issued. Both debentures were
secured by certain assets and property of the Company. Pursuant to terms of
these debentures, in anticipation of the consummation of a merger between us and
Koa Internet, Inc. a Nevada Corporation, and as additional security for the
repayment of the debentures, we placed into escrow, 1,916,667 shares of our
common stock. On October 18, 2006 the debentures, plus accrued interest, were
paid in full and the 1,916,667 shares of common stock held in escrow were
assigned to an accredited investor group which had purchased the debentures from
the original holders of the debentures.

   From October 1, 2006 through January 12, 2007, accredited investors purchased
a total of $1,157,873 in the form of one year Convertible Promissory Notes,
which are convertible into shares of our common stock at $1.25 per share. As
additional consideration to these accredited investors, we issued: a) 926,298
warrants to purchase 926,298 shares of our common stock at an exercise price of
$1.50 per share for a period of two years; and, b) 926,298 warrants to purchase
926,298 shares of our common stock at an exercise price of $2.50 per share for a
period of three years. As of January 14, 2008, these notes are in default.

   On January 22, 2007, we entered into a consulting agreement with San Diego
Torrey Hills Capital LLC. Under which the terms of the agreement, in
consideration of the services, we issued 30,000 shares of common stock with a
fair market price of $2.33 per share.

   On January 31, 2007 five accredited investors purchased a total of $120,000
in one year Convertible Promissory Notes, which were converted into 96,000
shares of our common stock at $1.25 per share. As additional consideration to
these accredited investors, we issued: a) 96,000 warrants to purchase 96,000
shares of our common stock an exercise price of $1.50 per share for a period of
two years; and, b) 96,000 warrants to purchase 96,000 shares of our common stock
at $2.50 per share for a period of three years.

   On January 23, 2007, we issued to J. Roebling Fund, upon the exercise of
warrants, 40,000 shares of common stock at an exercise price of $2.50 per share.

   From February 23, 2007 through March 31, 2007 we sold to 26 accredited
investors, a total of 1,828,000 Units for $1.25 per Unit. Each Unit consisted
of: a) one share of common stock; b) one warrant to purchase one share of our
common stock at an exercise price of $1.50 per share for a period of two years,
and, c) one warrant to purchase one share of our common stock at an exercise of
$2.50 for a period of three years. Prestige Financial Center, acted as Placement
Agent for 1,308,000 of the Units and received compensation consisting of
$163,500 in cash, warrants to purchase 416,000 shares of common stock at an
exercise price of $1.50 per share for a period of two years and warrants to
purchase 130,800 shares of our common stock at an exercise price of $2.50 per
share for a period of three years. No commissions were paid on the sale of
520,000 Units which were sold by our officers.

   On February 28, 2007, we issued 220,000 shares of our common stock with a
value of $2.55 per share in connection with our acquisition of Gamershare, Inc.

   On March 15, 2007 we entered into a Consulting Agreement with The Lexicomm
Group to provide us with public relation services. Pursuant to the Agreement, we
issued a total of 5,908 shares of common stock at an average of $0.97 per share.
However, 3,333 shares of common stock, with a fair market value of $0.69 per
share, had been authorized but unissued at September 30, 2007. These shares were
issued November 26, 2007. The Agreement was terminated as July 31, 2007.

   On March 28, 2007, we entered into a Letter of Agreement with Andrew J.
Barwicki to provide investor relation services for us. Under the terms of the
Agreement, monthly compensation was $3,100 and 4,000 shares of common stock. We
issued a total of 10,000 shares of common stock with an average price of $1.54
per share. The Agreement was terminated August 31, 2007.

                                       22
<PAGE>

   On March 28, 2007, we entered into a Consulting Agreement with Prominence
Media Corp to provide media relations. Compensation, in anticipation of the
services to be performed, was $168,000 of our common stock with a fair market
value of $2.25 per share totaling 74,667 shares of common stock. The Agreement
was terminated May 15, 2007.

      On July 10, 2007, we entered into a Consulting Agreement with Uptick
Capital, LLC to provide business advisory services to us. Under the terms of the
Agreement, 7,500 shares of common stock were due at signing and monthly
compensation was 5,000 shares of common stock per month. As of September 30,
2007, a total of 17,500 shares of common stock were authorized under the
Agreement and a total of 12,500 were issued. The balance of 5,000 shares of
common stock were issued October 17, 2007. The average price per share of all
issuances was approximately $1.00 per share.

   In April 2007, we cancelled 2,000,000 shares of our common stock previously
issued to Capital Group Communications, Inc. ("CGC") We had cancelled the stock
based upon, among other things, the non-performance of a July 25, 2006
Agreement. In July 2007, Capital Group Communications, Inc. filed a law suit
against us and certain board of directors to rescind the cancellation and to
recover from the us, $125,000 that CGC had invested in an independent company
with which the we had previously entered into merger negotiations. (See Legal
Matters)

   On August 7, 2007, we entered into an Engagement Letter with our counsel de
Castro, PC. Under the terms of the Engagement Letter, payment for services
rendered were in the form of cash and common stock, 75,000 shares of common
stock upon execution of the Engagement Letter and 150,000 share of common stock
to be issued at a later date. As of September 30, 2007, we issued 75,000 shares
of common stock with a fair market value of $0.75 per share.

   On August 12, 2007, we issued 100,000 shares of common stock to Norm Johnson
for services rendered as a member of our board of directors. The fair market
value was $0.65 per share.

   On September 13, 2007 we entered into a Consulting Agreement with Doug
Rapaport to provide us with business consulting services. Under the terms of the
Agreement, we issued 20,800 shares of common stock as compensation, with a fair
market value of $0.60 per share.

ITEM 6.      MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
             RESULTS OF OPERATIONS.

   The following discussion and analysis should be read in conjunction with the
consolidated financial statements, including notes thereto, appearing in this
Form 10-KSB.

   Some of the information in this Form 10-KSB contains forward-looking
statements that involve substantial risks and uncertainties. You can identify
these statements by forward-looking words such as "may", "will"', "believes",
"anticipates", "estimates", "expects", "continues"' and/or words of similar
import. Forward-looking statements are based upon our management's current
expectations and beliefs concerning future developments and their potential
effects upon us. There may be events in the future that we are not able to
accurately predict or over which we have no control. Our actual results could
differ materially from those anticipated for many reasons in these
forward-looking statements. Factors that could cause or contribute to the
differences include, but are not limited to, availability of financial resources
adequate for short-, medium- and long-term needs, demand for our products and
services and market acceptance, as well as those factors discussed and set forth
under "Risk Factors", "Business", "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and elsewhere in this report.

   We believe it is important to communicate our expectations, however, our
management disclaims any obligation to update any forward-looking statements
whether as a result of new information, future events or otherwise.

   APPLICATION OF CRITICAL ACCOUNTING POLICIES AND ESTIMATES

                                       23
<PAGE>

   GENERAL

   Our discussion and analysis of our financial condition and results of
operations as of and for the year ended September 30, 2007 are based upon our
audited consolidated financial statements, which are prepared in conformity with
accounting principles generally accepted in the United States of America
("GAAP"). As such, we are required to make certain estimates, judgments and
assumptions that management believes are reasonable based upon the information
available. We base these estimates on our historical experience, future
expectations and various other assumptions that we believe to be reasonable
under the circumstances, the results of which form the basis for our judgments
that may not be readily apparent from other sources. These estimates and
assumptions affect the reported amounts of assets and liabilities and the
disclosure of contingent assets and liabilities at the dates of the consolidated
financial statements and the reported amounts of revenue and expenses during the
reporting periods. These estimates and assumptions relate to such items as the
estimated term of a subscriber retention/relationship, amortization life and
method of new titles, accruals and other factors. We evaluate these estimates
and assumptions on an ongoing basis. Actual results could differ from those
estimates under different assumptions or conditions, and any differences could
be material.

   Our consolidated financial statements have been prepared pursuant to the
rules and regulations of the Securities and Exchange Commission ("SEC") and, in
the opinion of management, include all adjustments necessary for a fair
statement of the consolidated results of operations, financial position, and
cash flows for each period presented. Our consolidated financial statements
reflect the results of operations, financial position, changes in stockholders'
deficit and cash flows.

   A summary of the significant accounting policies which we believe are the
most critical to aid in fully understanding and evaluating the accompanying
consolidated financial statements include the following:

   REVENUE RECOGNITION AND DEFERRED REVENUES

   In accordance with the SEC's Staff Accounting Bulletin No. 104, "REVENUE
RECOGNITION", revenue is recognized when persuasive evidence of an arrangement
exists, delivery has occurred, the fee is fixed or determinable, and
collectibility is probable.

   We offer an initial ten-day subscription trial period. At any time during the
initial ten-day period, a new subscriber has the right to rescind their
agreement. If the subscriber does not cancel during the ten-day period, we will
initiate a charge on his/her credit card according to the plan selected by the
subscriber. Thereafter, we will charge a subscriber's credit card monthly for
our services until the subscriber cancels his subscription. We recognize
subscription revenue ratably during each subscriber's monthly subscription
period. For financial reporting purposes, we allocate subscription fees over the
number of days in the month for which the fee was charged.

   A subscriber has the option to select from one of three rental plans: (a.)
For $12.95 per month, the subscriber is allowed one video game in his
possession, (b.) For 20.95 per month, the subscriber is allowed up to two video
games in his possession, and (c.) For $28.95 per month, the subscriber is
allowed up to three video game's in his possession.

   All deferred revenue at month end is recognized as revenue in the following
month. All authorized refunds to subscribers are recorded as a reduction of
revenues and any revenues from sales of used video games will be recorded upon
shipment.

FAIR VALUE OF FINANCIAL INSTRUMENTS

   Financial instruments consist principally of cash, trade and related party
payables, accrued liabilities, and short and long-term debt obligations. The
carrying amounts of such financial instruments in the accompanying consolidated
balance sheets approximate their fair values due to their relatively short-term

                                       24
<PAGE>

nature. It is our opinion that we are not exposed to significant currency or
credit risks arising from these financial instruments.

USE OF ESTIMATES

   The preparation of our consolidated financial statements are in conformity
with GAAP and, as such, requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosures of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from our estimates.

STOCK-BASED COMPENSATION

   We account for stock-based compensation in accordance with the Financial
Accounting Standards Board ("FASB") issued Statement of Financial Accounting
Standard No. 123 (R), "SHARE-BASED PAYMENT", which establishes standards for
transactions in which an entity exchanges its equity instruments for goods and
services. This standard replaces SFAS No. 123 and supercedes Accounting
Principles Board ("APB") Opinion No. 25, "ACCOUNTING FOR STOCK-BASED
COMPENSATION". This standard requires a public entity to measure the cost of
employee services, using an option-pricing model, such as the Black-Scholes
Model, received in exchange for an award of equity instruments based on the
grant-date fair value of the award. This eliminates the exception to account for
such awards using the intrinsic method previously allowable under APB No. 25.
Shares of common stock issued for services rendered by a third party are
recorded at fair market value, generally the quote at the close of market
trading on the day.

LOSS PER COMMON SHARE

   We compute basic and diluted loss per share of common stock by dividing the
net loss by the weighted average number of common shares outstanding available
to common stockholders during the respective reporting period. However, common
stock equivalents have been excluded from the computation of diluted loss per
share of common stock for the years ended September 30, 2007 and 2006,
respectively, because their effect would be anti-dilutive.

RECLASSIFICATIONS

   Certain reclassifications have been made to the previously reported amounts
to conform to our Company's current year presentation.

RECENTLY ISSUED AUTHORITATIVE ACCOUNTING PRONOUNCEMENTS

   In September 2006, the FASB issued SFAS No. 157, "FAIR VALUE MEASUREMENTS"
("SFAS 157"). While SFAS 157 formally defines fair value, establishes a
framework for measuring fair value and expands disclosure about fair value
measurements, it does not require any new fair value measurements. SFAS 157
applies under other accounting pronouncements that require or permit fair value
measurements. SFAS 157 is required to be adopted effective January 1, 2008 and
the Company does not presently anticipate any significant impact on its
consolidated financial position, results of operations or cash flows.

   In September 2006, the SEC issued Securities and Exchange Commission Staff
Accounting Bulletin No.108 ("SAB No. 108") in order to eliminate the diversity
of practice surrounding how public companies quantify financial statement
misstatements. In SAB No. 108, the SEC staff established an approach that
requires quantification of financial statement misstatements based on the
effects of the misstatements on each of the Company's financial statements and
the related financial statement disclosures. SAB No. 108 is effective for fiscal
years ending after November 15, 2006. The Company adopted the SAB No. 108 in
fiscal 2006, which did not have a material impact on its consolidated financial
statements.

                                       25
<PAGE>

   In September 2006, the FASB issued SFAS No. 158, "EMPLOYERS' ACCOUNTING FOR
DEFINED BENEFIT PENSION AND OTHER POSTRETIREMENT PLANS - AN AMENDMENT OF FASB
STATEMENTS NO. 87, 88, 106 AND 132(R)" ("SFAS 158"). SFAS 158 requires an
employer to recognize the funded status of its defined benefit pension and other
postretirement plans as an asset or liability in its statement of financial
position and to recognize changes in the funded status in the year in which the
changes occur through other comprehensive income. The funded status of a plan is
measured as the difference between plan assets at fair value and the benefit
obligation, which is represented by the projected benefit obligation for pension
plans and the accumulated postretirement benefit obligation for other
postretirement plans. SFAS 158 requires the recognition, as a component of other
comprehensive income, net of tax, of the gains or losses and prior service costs
or credits that arise during the period but are not recognized as a component of
net periodic benefit cost in accordance with existing accounting principles.
Amounts required to be recognized in accumulated other comprehensive income,
including gains and losses and prior service costs or credits are adjusted as
they are subsequently recognized as components of net periodic benefit cost
pursuant to the recognition and amortization provisions of existing accounting
principles. In addition, SFAS 158 requires plan assets and obligations to be
measured as of the date of the employer's year-end statement of financial
position as well as the disclosure of additional information about certain
effects on net periodic benefit cost for the next fiscal year from the delayed
recognition of the gains or losses and prior service costs or credits.

   We are required to adopt those provisions of SFAS 158 attributable to the
initial recognition of the funded status of the benefit plans and disclosure
provisions as of December 31, 2006. Those provisions of SFAS 158 applicable to
the amortization of gains or losses and prior service costs or credits from
accumulated other comprehensive income to the net periodic benefit cost are
required to be applied on a prospective basis effective January 1, 2007. We are
still in the process of evaluating the impact, if any, of SFAS 158. However we
do not anticipate that the adoption of SFAS 158 will have any impact on our
consolidated financial statements.

   In February 2007, the FASB issued Statement of Financial accounting Standard
No. 159, "THE FAIR VALUE OPTION FOR FINANCIAL ASSETS AND FINANCIAL LIABILITIES"
("SFAS No. 159"). This statement permits entities to measure many financial
instruments and certain other items at fair value. Companies should report
unrealized gains and losses on items for which the fair value option has been
elected in earnings at each subsequent reporting date. This statement is
effective as of the beginning of an entity's first fiscal year that begins after
November 15, 2007. We are currently assessing the potential impact, if any, of
the adoption of SFAS No.159 on our consolidated financial statements.

   In December 2007, the FASB issued two new statements: (a.) SFAS No.
141(revised 2007), BUSINESS COMBINATIONS, and (b.) No. 160, NONCONTROLLING
INTERESTS IN CONSOLIDATED FINANCIAL STATEMENTS. These statements are effective
for fiscal years beginning after December 15, 2008 and the application of these
standards will improve, simplify and converge internationally the accounting for
business combinations and the reporting of noncontrolling interests in
consolidated financial statements. We are in the process of evaluating the
impact, if any, on SFAS 141 (R) and SFAS 160 and does not anticipate that the
adoption of these standards will have any impact on our consolidated financial
statements.

(a.) SFAS No. 141 (R) requires an acquiring entity in a business combination to:
(i) recognize all (and only) the assets acquired and the liabilities assumed in
the transaction, (ii) establish an acquisition-date fair value as the
measurement objective for all assets acquired and the liabilities assumed, and
(iii) disclose to investors and other users all of the information they will
need to evaluate and understand the nature of, and the financial effect of, the
business combination, and, (iv) recognize and measure the goodwill acquired in
the business combination or a gain from a bargain purchase.

(b.) SFAS No. 160 will improve the relevance, comparability and transparency of
financial information provided to investors by requiring all entities to: (i)
report noncontrolling (minority) interests in subsidiaries in the same manner,
as equity but separate from the parent's equity, in consolidated financial
statements, (ii) net income attributable to the parent and to the
non-controlling interest must be clearly identified and presented on the face of
the consolidated statement of income, and (iii) any changes in the

                                       26
<PAGE>

parent's ownership interest while the parent retains the controlling financial
interest in its subsidiary be accounted for consistently.

OVERVIEW, HISTORY, MERGER AND BUSINESS

   Gottaplay Interactive, Inc. was formed in Nevada in July 2004 under the name
of Donobi, Inc. and is the successor to H-NET.NET, Inc., which was formed under
the laws of Colorado in May 1986. On July 24, 2006, pursuant to a Merger
Agreement (the "Agreement"), Gotaplay Interactive, Inc. ("Gotaplay"), a
privately held Nevada corporation, merged with Donobi, Inc. In accordance with
the Agreement, the Registrant: (a.) completed a one for six reverse stock split;
(b.) issued 17,744,618 post-reverse split shares of common stock to the former
stockholders of Gotaplay; (c.) amended the Articles of Incorporation by changing
the name of the Registrant from Donobi, Inc. to Gottaplay Interactive, Inc.;
and, (d.) except for William M. Wright, III and Norm Johnson, the directors of
the Registrant resigned and the three former directors of the Gotaplay were
elected to the board of directors of the Registrant. As a result of the Merger,
voting control changed and, except for Mr. William M. Wright, III, who remained
as Chief Operating Officer, the other officers of Donobi resigned and were
replaced by officers selected by Gottaplay's management.

   Upon consummation of the Merger we assumed the business operations of
Gotaplay to include their assets, their debts and their commitments and
obligations, such as leases and independent consulting agreements.

   From the date of the merger, July 24, 2006 until August 1, 2007 we operated
two distinct businesses, (a) our on-line video game subscriptions and rentals,
and, (b) our Internet service connectivity. On August 1, 2007 we sold all the
issued and outstanding stock of Donobi, Inc. (a wholly-owned subsidiary, and,
commonly referred to as the internet service provider business) for $100 and
other valuable consideration. In consideration for the stock, the purchaser,
Focus Systems, Inc., a Washington corporation, received all the assets and
assumed significantly all the liabilities, associated with this business
operation. We accounted for this transaction under SFAS No. 144, "ACCOUNTING FOR
THE IMPAIRMENT OR DISPOSAL OF LONG-LIVED ASSETS". Accordingly, the results of
operations, less applicable provision for any income taxes, of the discontinued
operation have been segregated from continuing operations for the fiscal years
ended September 30, 2007 and 2006, respectively, and are reported as a separate
line item on our Consolidated Statements of Operations. As such, by segregating
the results of the discontinued operations, allows for a more meaningful and
enhanced comparability analysis of the results of the continuing operations. Any
reference to revenues and expenses in the subsequent management discussion and
analysis will pertain only to our "continuing operations". We recognized a net
loss $256,721 on the disposition of this operation and is reported in the
Consolidated Statements of Operations and Cash Flows within the caption,
"discontinued operations".

   The decision to sell this business was primarily influenced by the recurring
net losses, its loss of market share, and the immediate need to generate
significant capital to pay off delinquent debts and tax liens. The purchaser was
a privately-held company, partially owned and controlled by our former Chief
Operating Officer, who resigned his positions as Director and COO. Terms of the
sale, stipulated we sell all assets related to the Internet service provider
business and the purchaser agreed to assume:

a. substantially all trade and vendor debts, and b. all existing and unexpired
leases, and
c. other business related short and long-term notes payable and commitments, and
d. release the Gottaplay from all liens, litigation and claims, both current and
future, associated with the ISP operations.

   In addition, as part of the August 1, 2007 agreement, we agreed to assume
$171,513 of this business's current liabilities, described as follows:

a. a promissory note with a balance due of $95,000, which is in default,
   accruing interest at 18% per annum, plus accrued interest of $40,400, and

                                       27
<PAGE>

b. three vendors' trade accounts payable totaling $36,113.

   Our business is now the on-line video game rental subscription business which
is dedicated to providing customers a quality rental experience through our web
site www.gottaplay.com. This service is an alternative to store based gaming
rentals. We offer our customers an extensive selection of video games for a
monthly subscription fee which is based upon one of three subscription plans.
Customers sign-up via our web page and once credit is processed and approved ,
we send them the video game(s) of their choice, depending on the plan selection.
All games are shipped to the customer via U. S. Postal Service first class mail.
Active subscribers can retain the games for an indefinite period of time as long
as they are active paying subscribers. Customers return/exchange their
selections at anytime by returning their game(s) in our pre-paid, pre-addressed
mailers. We also provide a subscriber the option to purchase new and/or used
video game titles at discounted prices and trade games.

   On February 28, 2007, our wholly owned subsidiary, Gottaplay Management, Inc.
("GMI"), a Nevada corporation, merged with a privately held Florida company, an
on-line video game trading company, called Gamershare, Inc. ("GSI") into its
operations. In consideration for the merger, we paid the former sole shareholder
of GSI $60,000 in cash and issued him 220,000 shares of our $0.001 par value
common stock. The shares were valued at market, or $2.55 per share, on the date
of closing. The total value of these shares was $561,000. We also agreed to
issue up to another 170,000 shares of our $0.001 par value common stock to the
former shareholder of GSI, if this video game trading business achieves certain
revenue milestones. The former shareholder of GSI also received a three year
employment agreement with us.

   The assets, liabilities and other obligations and transactions of GSI were
nominal at the time of merger. Accordingly, we did not have an independent audit
of GSI's financial statements because we considered all balances and obligations
to be immaterial. The entire cost of the merger was capitalized as software.

   We intend to grow our on-line video game rental business through
technological innovations and adaptations, the implementation of our short and
long-term business plans and a long-term commitment to delivering high-quality
product and services to every subscriber. We believe that the key to our success
will depend in a large part on our ability to promote our services, gain
subscribers and expand our relationships with current subscribers. Our
achievements can be measured in our strategic business plan, whereby we have set
attainable and reasonable goals.

   Our focus in fiscal year 2008 is building on our established foundation and
executing well in key areas, such as, continuing to innovate on our ability to
creatively market our products, offering unique subscriber plans, responding
effectively to our subscriber needs and desires, and continuing to focus
internally on product and service delivery, business efficiency, and
accountability across all operations and departments of our Company. Our key
market opportunities include but are not limited to: (a.) expanding into other
interactive technology for the delivery of media to subscribers, and (b.)
partnering with other compatible businesses to cross-market and promote our
services and products. We seek to differentiate our services from our
competitors by offering a fair price for exceptional service and the delivery of
our subscribers' first choice of product selection each time. We believe some of
our primary competition in the "on-line video game rental market" is three
established web-based companies: (a.) Gamefly, (b.) Gamerang, and (c.)
GameZnflix., and, three nationally known local neighborhood establishments, (d.)
Blockbuster , (e.) Hollywood Entertainment and (f) GameStop. As a result, we
need to sustain and retain a reasonable and controlled growth rate of new and
existing subscribers over a longer period of time in order to achieve our
immediate financial goals.

   SUMMARY OF CONSOLIDATED RESULTS OF OPERATIONS

   Any measurement and comparison of revenues and expenses from continuing
operation should not be considered necessarily indicative or interpolated as the
trend to forecast our future revenues and results of operations. We have
excluded from our analysis all references to, and financial results of, our
discontinued operations in order to enhance comparability and meaningfulness of
our continuing operations.

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<PAGE>

   REVENUES

   SUBSCRIPTION REVENUES AND SUBSCRIBER BASE

   For the years ended September 30, 2007 and 2006, we recorded net revenues of
$497,409 and $127,257, respectively. The current year net increase was $370,152
or 2.9 times over the prior year. The increase in revenue is directly
proportional to the increase of number active subscribers. At September 30, 2006
we had 430 active subscribers and at September 30, 2007 we had 4,771 active
subscribers, an overall increase of approximately ten times. Our average monthly
revenue for fiscal 2007 per active subscriber was approximately $15.92.

   We charge our subscribers monthly via the three major credit card companies ,
MasterCard, VISA and American Express and during fiscal 2007 we experienced
excessive chargebacks and refunds with MasterCard and VISA, primarily as a
result of fraud and subscribers not fully understanding the proper procedure to
cancel their ten-day trial period and/or their regular subscription.

   Credit card companies will issue a "chargeback" to a merchant company, such
as Gottaplay, when a subscriber, who was initially billed a monthly fee requests
a refund from their credit card due to a variety of reasons. In our experience,
significantly all chargeback are generally initiated by our subscriber who
disputes an unknown or unrecognized transaction, which then becomes commonly
known as a fraudulent transaction by the credit card company.

   We incurred fraudulent transactions, which directly and adversely affected
our net sales and cost of sales. These sign-ups were a result of unethical
on-line marketing schemes, whereby individuals would sign up as part of an
incentive program and paid by the marketer with either merchandise or cash. The
individual, having completed their part, would then contact their credit card
issuing bank and deny the charge by reporting the charge was fraudulent.

   We began to see signs of this fraudulent activity in early March 2007, and at
the time, management determined that the chargebacks, were still within
acceptable ranges. In the meantime, we made significant upgrades to our rental
platform to accommodate the new technology. This new technology addressed the
accuracy, efficiency and effectiveness of the processing and delivery of games
to our members. While we believe we had adequately tested this new platform in
beta trials, we learned in late April 2007 our reporting tools relating to games
listed in our member queues were in fact faulty. Because of this problem, we
were not able to identify fraudulent subscriptions as a routine function. By the
middle of May 2007 we identified a malfunction in our GDS program and
consequently, discovered thousands of members had subscribed and did not put
games in their queue. These subscribers earned merchandise or cash from our
various affiliate marketing partners' incentive programs and then illegally
cancelled our subscription charges.

   A marketing affiliate is an independent entity that is acting on our behalf
to sign up new members. Our relationship with these affiliates is generally
based on an agreement whereby the affiliate will be paid for each approved
subscription. The affiliates were paid in cash..

   During our marketing campaigns incentives were offered by our affiliates to
thousands of individuals, via the internet, to become a subscriber of our
services. These incentives would take the form of a cash payment or delivery of
merchandise. This was the beginning of the fraudulent activity and excessive
chargebacks.

   As a result, we implemented several additional procedures to discover and
mitigate a fraudulent submission, to more accurately validate the authorized
user of the credit card, and to provide clearer and better website instructions
for the customer who needs to cancel their subscription. We repaired a program
fault and implemented a set of reporting tools, which immediately identified and
separated legitimate subscribers from the fraudulent subscriber. Our new members
are now approximately 98% free of incentives.. These added procedures appear to
be effective and protecting for unwarranted charges and are safeguarding us
against future abuses. We are in process of analyzing the set of events to
determine if a law

                                       29
<PAGE>

suit is appropriate. However, there can be no assurance we will not incur
fraudulent transactions in the future. Under the circumstances, had we not
incurred these fraudulent charges during this quarter, we believe we would have
recorded a reasonable gross margin and met certain of our strategic plan goals.

   For fiscal 2007, we recorded a total of $748,851 in gross revenues. However,
due to the above discussed issues we also recognized chargebacks and refunds
totaling $251,442. The chargebacks and refunds reported in fiscal 2007 are over
four times higher than the same period one year ago. Under the circumstances, we
believe we have the internal controls now in place to mitigate excessive and
unauthorized chargebacks due to fraudulent credit card activity.

   COSTS AND EXPENSES

   We have summarized the following selected categories of expenses for
comparative and analyses purposes.

   COST OF SUBSCRIPTION REVENUES

   Costs of revenues includes all direct costs in the production of our revenues
and includes such items as amortization of our game library, postage and
delivery, credit card fees and shipping materials and other. The following table
presents comparative expenses for category:
<TABLE>
<CAPTION>

                                       Fiscal 2007    Percent of Revenue   Fiscal 2006  Percent of Revenue
                                      -------------- --------------------- ------------ --------------------
<S>                                       <C>               <C>               <C>              <C>
       Customer acquisition               $ 972,729         195.5             $ 41,399         32.5
       Amortization of games                371,907          74.8               95,176         74.8
       Non-cash compensation                168,000          33.8                   --          --
       Postage and delivery                 132,767          26.7               25,850         20.3
       Credit card fees                     119,914          24.1               14,608         11.5
       Shipping materials and other          53,857          10.8                8,295          6.5
                                      -------------- --------------------- ------------ --------------------
                                         $1,819,174         365.7             $185,328         145.6
                                      ============== ===================== ============ ====================
</TABLE>

     The increase in the cost of subscription revenues may be attributable to:

a. Customer acquisition costs, which includes non-cash compensation, increased
   by approximately $1.1 million over the prior year. These costs were planned
   and forecasted. We expected a significantly better result in the number of
   new subscribers as a result of an intense campaign to attract and retain
   subscribers. As a result of the credit card fraud we encountered and the poor
   results stemming our marketing affiliates we halted all further affiliate
   marketing efforts in late summer of 2007.

b. Higher game amortization expense over fiscal 2006, is due to capitalizing
   approximately $357,000 for the purchase of 13,202 of new games.

c. Since our subscriber base increased by approximately 10 times, the frequency
   and multiples of mailing the games also increased proportionately.

d. We exclusively use the U.S. Postal Service to deliver and return our games
   to/from our subscribers. Prior to the fall 2007, our prepaid first-class
   mailers carried a postal rate of approximately $2.28 per each time a game was
   mailed by us and returned by our subscribers. Upon a re-design of our mailers
   late this summer, our first-class mailings are now approximately $1.16 per
   round trip delivery, a savings of 49%. We expect to see the cost savings
   benefit of the lower postal rate and the reduction in size of our mailers in
   early fiscal 2008.

e. As explained above, we incurred proportionately higher credit card processing
   fees due primarily to processing of chargebacks, whereby each chargeback
   carried a $30 transaction/processing fee.

f. Shipping materials and other expenses increased primarily due to the
   increased number of new subscribers and the requirements to fulfill their
   requests.

                                       30
<PAGE>

   FULFILLMENT AND OPERATIONS

   This category is primarily comprised of those services and expenses that
directly pertain to the support services rendered to our subscribers, wages and
other costs for our fulfillment personnel and our distributions centers'
operations. The total cost of fulfillment and operations for fiscal 2007 and
2006 was $614,129 and $346,774, respectively. The following table illustrates
our major classifications of expenses and relative percentages to net revenues:

<TABLE>
<CAPTION>

                                       Fiscal 2007    Percent of     Fiscal 2006    Percent of Revenue
                                                        Revenue
                                      -------------- -------------- --------------- --------------------

                                       31
<PAGE>

       Fulfillment, customer
<S>                                       <C>            <C>             <C>               <C>
       service, related burden            $ 331,055      66.6            $ 198,132         155.7
       Facilities, rents and related         42,920       8.6               38,932          30.6
       Connectivity, communications
       and data lines                        86,763      17.5               74,187          58.3
       Other and small equipment             68,816      13.8                7,692           6.0
                                      -------------- -------------- --------------- --------------------
                                            529,554     106.5              318,943         250.6
       Less related party expenses          131,803      26.5              118,728          93.3
                                      -------------- -------------- --------------- --------------------
                                          $ 397,751      80.0            $ 200,215         157.3
                                      ============== ============== =============== ====================

</TABLE>


   ADVERTISING AND MARKETING

   Advertising and marketing for fiscal 2007 increased $201,674 over fiscal 2006
or approximately 7.4 times. This increase over fiscal 2006 was primarily a
result of major promotional campaigns by our marketing and advertising
affiliates to attract gamers from our competitors. As discussed above in Cost of
Subscriber Revenues, the results of these campaigns were extremely
disappointing. Our subscriber base did not materialize as expected, as promoted
by our marketing partners. These web-based campaigns were extremely active from
early spring through mid-summer 2007. However, due to the magnitude of the
fraudulent credit card activity during this period, and the disappointing
results, we halted any further advertising and marketing campaigns until
complete evaluation and analysis was completed for these marketing efforts. The
increase in these expenses was forecasted, anticipated and planned, but with
significantly better results in a subscriber base and revenues. The following
table highlights our expenses in this category and the expense percent to
revenue:
<TABLE>
<CAPTION>

                                       Fiscal 2007    Percent of Revenue   Fiscal 2006  Percent of Revenue
                                      -------------- --------------------- ------------ --------------------
<S>                                       <C>                 <C>             <C>               <C>
       Advertising                        $  25,852           5.2             $  4,628          3.6
       Other marketing and related          189,748          38.2               22,448         17.6
       Non-cash compensation                 13,150           2.6                   --          --
                                      -------------- --------------------- ------------ --------------------
                                          $ 228,750          46.0             $ 27,076         21.2
                                      ============== ===================== ============ ====================
</TABLE>


   GENERAL AND ADMINISTRATIVE EXPENSES

   General and administrative expenses are broadly categorized in the following
table:
<TABLE>
<CAPTION>

                                    Fiscal 2007     Percent of Revenue   Fiscal 2006  Percent of Revenue
                                   --------------- --------------------- ------------ --------------------
   Non-officer wages, burden and
   consultants supporting
   corporate and administrative
<S>                                     <C>                <C>             <C>               <C>
   functions                            $ 471,173          94.7            $ 227,491         178.7
   Non-cash compensation                1,449,957         291.6              765,549         601.6
   Facilities and related                  79,148          15.9               62,999          49.5
   Professional fees                      348,412          70.0               86,686          68.1
   Taxes, fees and other                   16,289           3.3                2,103           1.6
   Communications, connectivity            15,142           3.0               17,674          13.9
   Office and general                      51,883          10.4               32,554          25.6
   Depreciation and amortization           88,734          17.8                8,858           7.0
                                   --------------- --------------------- ------------ --------------------
                                        2,520,738         506.7            1,203,914         946.0
   Less related party expenses             43,000           8.6                5,500           4.3
                                   --------------- --------------------- ------------ --------------------
                                       $2,477,738         498.1           $1,198,414         941.7
                                   =============== ===================== ============ ====================
</TABLE>

   OVERVIEW OF EXPENSES

   Total non-cash compensation, for the fiscal years ended September 30, 2007
and 2006 was $1,631,107 and $765,549, respectively. Of significance, is the fact
that this compensation is generally in the form of common stock and the payment
for such services does not affect our working capital and cash flows.

   Under the circumstances, we believe our administrative costs were under
control, as planned, and, within the proximate range of management's forecasts.
However, the percentages of expenses to revenues is grossly skewed due to the
fact we did not sign up enough subscribers during fiscal 2007 to absorb these
forecasted expenses, especially our marketing expenses.

   LIQUID MARKET

   There is currently a limited trading market for our shares of common stock,
and there can be no assurance that a more substantial market will ever develop
or be maintained. Any market price for our shares of common stock is likely to
be very volatile and number factors beyond our control may have a significant
adverse effect. In addition, the stock markets generally have experienced, and
continue to experience, extreme price and volume fluctuations which have often
been unrelated to the operating performance of these small companies. These
fluctuations have inversely affected the market price of many small capital
companies. These broad market fluctuations, as well as general current economic
and political conditions, may also adversely affect the market price of our
common stock. Further, there is no correlation between the present limited
market price of our common stock and our revenues, book value, assets and other
established criteria of value. The present limited quotations of our common
stock should not be considered indicative of the actual value of our common
stock.

   IMPACT OF INFLATION

   We believe that inflation has had negligible effect on our operations over
the past two years. We have the flexibility to offset inflationary increases of
various expenses such as the cost of labor and direct payroll taxes. We can
arbitrarily increase our subscriber plan fees to offset these anticipated
increases, all the while to increasing our subscriber bases and continue the
improvement of our overall operating procedures and systems. By these elements
alone, we can absorb increased non-controlled operating costs with increased
fees and more efficient operations, thereby, meeting our expected forecasted
margins.

   LIQUIDITY AND CAPITAL RESOURCES

   Our consolidated financial statements as of and for the year ended September
30, 2007 have been prepared on a going concern basis, which contemplates the
realization of assets and the settlement of

                                       32
<PAGE>

liabilities and commitments in the normal course of business. For the year ended
September 30, 2007, we had a net loss of $6,608,057 and negative cash flows from
operations of $3,001,057. Also at September 30, 2007, we had a working capital
deficit of $2,387,993 and a stockholders' deficit of $1,611,795. Our working
capital deficit at September 30, 2007 may not enable us to meet certain
financial objectives as presently structured.

   We had a cash balance of $149,355 at September 30, 2007. We finance our
operations and capital requirements primarily through private debt and equity
offerings. Our current forecast anticipates substantial negative cash flows from
operations. Therefore, we will have to raise capital through either equity
instruments and/or debt, not only to sustain our operations but to grow and
improve our operations according to our fiscal 2008 strategic business plan.

   At September 30, 2007, the book value of our common stock was a negative
$0.05 per share, our current ratio was 0.06, our cash to debt ratio was a 0.06,
and, our acid test ratio was also a 0.06. These basic financial indicators are
not acceptable and we will have to improve our performance quickly and attract
favorable financing/equity arrangements if we expect to stay in business.

   Our continuation as a going concern is dependent on our ability to grow
revenues, obtain additional equity and/or financing, and, generate sufficient
cash flow from operations to meet our obligations on a timely basis.

   The operating results of our business can vary significantly depending on a
number of factors, many of which are outside our control:

a. Demand for our services and market acceptance lags,
b. Announcements and introduction of our new products and services and/or by our
   competitors,
c. Our ability to upgrade infrastructure, develop new and improved systems to
   meet and anticipate growth and demand,
d. Changing governmental rules, regulations and requirements,
e. Customer/subscriber resilience and apathy due to foreign insurrections and
   our national and local economies,
f. Product pricing competition, and
g. Lack of investor/banking short-term working capital to facilitate
   unanticipated cash shortages.

   If we were forced to purchase new equipment or replace the equipment we
currently lease, any new lease(s) would constitute a material capital
commitment; however, we are currently unable to quantify such amounts. If this
situation does occurs, we will attempt to raise the necessary finances to make
such purchases, but there is no assurance that we will be able to do so. Without
the ability to quantify these amounts, we nonetheless believe that it would have
a material impact on our business and our ability to maintain our operations.

   We are currently developing and refining our acquisition and expansion
strategy. If we expand too rapidly, and if our working capital needs exceed our
current forecast and expectations, and if we consummate an acquisition(s), we
will need to raise additional capital from equity and/or debt sources. If we
cannot obtain such financings on terms acceptable to us, our ability to fund our
planned business expansion and to fund our on-going operations will be
materially adversely affected. If we incur debt, the risks associated with our
business and with owning our common stock would also increase. If we raise
capital through the sale of equity securities, the percentage ownership of our
stockholders will be diluted accordingly. In addition, any new equity securities
may have rights, preferences, or privileges senior to those of our common stock.

ITEM 7.   CONSOLIDATED FINANCIAL STATEMENTS.

   The information required by this item is included in pages F-1 through F-22
attached hereto and incorporated by reference. The index to the consolidated
financial statements can be found on page F-1.

                                       33
<PAGE>

ITEM 8.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
          FINANCIAL DISCLOSURE.

   For the years ended September 30, 2007 and September 30, 2006, there have
been no disagreements between Lake & Associates, LLC. and us on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope of procedures Lake & Associates, LLC's report on our financial statements
for the fiscal years ended September 30, 2007 and September 30, 2006 indicated
that substantial doubt existed regarding our ability to continue as a going
concern.

ITEM 8A.    CONTROLS AND PROCEDURES

   (A) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

   The Company maintains disclosure controls and procedures (as defined in Rule
13a-14(c) and Rule 15d-14(c) of the Exchange Act) designed to ensure that
information required to be disclosed in the reports of the Company filed under
the Exchange Act is recorded, processed, summarized, and reported within the
required time periods. The Company's Chief Executive Officer and principal
accounting and finance officer has concluded, based upon their evaluation of
these disclosure controls and procedures as of the date of this report, that, as
of the date of their evaluation, these disclosure controls and procedures were
effective at ensuring that the required information will be disclosed on a
timely basis in the reports of the Company filed under the Exchange Act.

ITEM 8B.   OTHER INFORMATION

   None.

PART III

ITEM 9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND
          CORPORATE GOVERNANCE.

   Directors and Executive Officers

   The names of our directors and executive officers, their principal
occupations, and the year in which each of our directors and executive officer
initially joined the board of directors are set forth below.


              NAME          AGE    FIRST ELECTED OR        POSITION
                                       APPOINTED
--------------------------------------------------------------------------
John P. Gorst               39    July 24, 2006        Chairman and Chief
                                                       Executive Officer
                                                       Prinicipal Accounting
                                                       and Finance Officer
Asra Rasheed                34    July 24, 2006        President

Mark H. Levin               35    July 24, 2006        Director

Stephan P. Muller           57    December 1, 2007     Director

   JOHN P. GORST, Chairman of the Board, and Chief Executive Officer of
Gottaplay, positions he assumed with us upon closing of the Merger between
Donobi, Inc. and Gotaplay Interactive, Inc. Mr. Gorst has over 18 years
experience in founding entrepreneurial technology ventures, specifically in the
development of software and data services for business. His experience includes
serving as chief executive officer and board chairman of Insynq, Inc., an
application service provider, from August 1998 to present; vice president &
general manager for a computer integration company, Interactive Information
Systems Corp., from July 1996 to August 1998; and a training/IS consulting
business in conjunction with Nynex Business Centers of New York. Upon closing of
the Merger, Mr. Gorst's primary responsibility shall be Chairman

                                       34
<PAGE>

of the Board and Chief Executive Officer. Mr. Gorst will be directing the
Company's strategy, and positioning the Company in the business marketplace by
forging strategic business alliances and mergers and acquisitions. Mr. Gorst
will also serve as company and technology evangelist at tradeshows, press
conferences and industry analyst meetings in order to increase awareness for the
Company's brand. Mr. Gorst graduated top of his class as an Electronic Design
Engineer from one of the top trade schools in Arizona. Mr. Gorst was also
awarded a medal of honor for business leadership in 2001 and 2005 from the
National Republican Congress. He intends to devote substantially all of his
business time to the Company. Since the resignation of M. Carroll Benton as our
CFO November 30, 2007, Mr. Gorst has been acting as our Principal Accounting and
Finance Officer.

   ASRA RASHEED is the President of Gottaplay. She is the founder of NextRental,
Inc. Prior to NextRental, Ms. Rasheed had successfully founded her business in
the multi-media industry and acquired over eight years of experience in
technology development, management and execution strategies. She also served as
Director of Multi Media at Koyo Graphics where she managed large web development
projects for clients like Warner Brothers, Sanyo, Sony, etc. Ms. Rasheed also
served as Vice President of Business Development Luminex Lighting. Ms. Rasheed
holds a Bachelors of Science degree in Finance from Cal State University,
Fullerton, CA.

   MARK H. LEVIN, MBA is a Director of Gottaplay. Since July 2001 Mr. Levin has
been CEO of Marlin Financial Group, Inc., Potomac, Maryland, a consulting firm
specializing in aiding publicly traded companies with mergers and acquisitions,
capital structure, shareholder relations, strategic alliances and licensing
agreements. Prior to founding Marlin Financial, from 1996 through 2000, Mr.
Levin was the CEO of Eyecity.com, Inc., an Internet eye care company, located in
Plainview, NY providing, sunglasses and prescription glasses to the general
public. Mr. Levin received an M.B.A. degree in Marketing in 1997 and a B.B.A.
degree in Management from Hofstra University in 1994.

   STEPHAN P. MULLER is an internationally regarded business executive with more
than 20 years of senior executive management positions as CEO, CFO, COO in
several international companies. This includes: CEO of Eurocellular and
Commercial Director for Apple Computer Europe (Europe, Central & Eastern Europe,
Middle East and Africa) with P&L responsibility for $2 billion (USD) in sales.
He served as CEO and a member of the Board of Directors of Apple Computer Ltd.,
Switzerland. Prior to this, he was General Manager, Industrade Ltd.,
Wallisellen, Zurich (Apple products), and COO of Pelikan International Corp with
a turnover of CHF 1 billion. Mr. Muller also served as the CFO/COO of Reuters
Ltd., Zurich, Switzerland. He is a graduate of the Federal Institute of
Technology, Zurich (ETH Zurich) in Construction Engineering and the prestigious
University of Zurich, Switzerland, where he was awarded a degree in Business
Economics. Mr. Muller filled the vacancy left when M. Carroll Benton, citing
personal reasons, resigned her positions as Chief Financial Officer, Director
and Secretary and Treasurer.

   SECTION 16(A) BENEFICIAL OWNERSHIP COMPLIANCE

   Section 16(a) of the Securities Exchange Act of 1934 requires our directors
and executive officers, and persons who own more than 10 percent of the
company's common stock to file with SEC the initial reports of ownership and
reports of changes in ownership of the common stock. Officers, directors and
greater than ten percent stockholders are required by the SEC regulation to
furnish the Company with copies of all Section 16(a) forms they file.

   Based solely upon a review of Forms 3, 4 and 5, and amendments thereto,
furnished to us during fiscal year 2006, our officers and directors have filed
the required Forms, but not on a timely basis as required by Section 16(a) of
the Securities Exchange Act of 1934.

   CODE OF ETHICS

   We are presently working with our legal counsel to prepare and adopt a code
of ethics that applies to our principal chief executive officer, principal
financial officer, principal accounting officer or controller, or persons
performing similar functions (the "Code of Ethics"). The Code of Ethics is being
designed with the intent to deter wrongdoing, and to promote the following:

                                       35
<PAGE>

   Honest and ethical conduct, including the ethical handling of actual or
apparent conflicts if interest between personal and professional relationships

   Full, fair, accurate, timely and understandable disclosure in reports and
documents that a small business issuer files with, or submits to, the Commission
and in other public communications made by the small business issuer

   Compliance with applicable governmental laws, rules and regulations

   The prompt internal reporting of violations of the code to an appropriate
   person or persons identified in the code

   Accountability for adherence to the code

   AUDIT COMMITTEE

   We do not have a separately designated standing audit committee. Pursuant to
Section 3(a) (58) (B) of the Exchange Act, the entire Board of Directors acts as
an audit committee for the purpose of overseeing the accounting and financial
reporting processes, and our audits of the financial statements. The Commission
recently adopted new regulations relating to audit committee composition and
functions, including disclosure requirements relating to the presence of an
"audit committee financial expert" serving on its audit committee. In connection
with these new requirements, our Board of Directors examined the Commission's
definition of "audit committee financial expert" and concluded that we do not
currently have a person that qualifies as such an expert. Presently, there are
only five (5) directors serving on our Board, and we are not in a position at
this time to attract, retain and compensate additional directors in order to
acquire a director who qualifies as an "audit committee financial expert", but
we intend to retain an additional director who will qualify as such an expert,
as soon as reasonably practicable. While neither of our current directors meets
the qualifications of an "audit committee financial expert", each of our
directors, by virtue of his past employment experience, has considerable
knowledge of financial statements, finance, and accounting, and has significant
employment experience involving financial oversight responsibilities.
Accordingly, we believe that our current directors capably fulfill the duties
and responsibilities of an audit committee in the absence of such expert(s).

ITEM 10.   EXECUTIVE COMPENSATION.

   The following table summarizes the compensation earned by or paid to our
Chief Executive Officer and the other most highly compensated executive officers
whose total salary and bonus exceeded $100,000 for services rendered in all
capacities during the fiscal year ended September 30, 2007. We refer to these
individuals as our named executive officers.
<TABLE>
<CAPTION>

   NAME AND          YEAR       SALARY PAID     BONUS ($)     OTHER ANNUAL     SECURITIES       ALL OTHER
   PRINCIPAL                        ($)                     COMPENSATION ($)   UNDERLYING     COMPENSATION
   POSITION                                                                    OPTIONS (#)         ($)
-----------------------------------------------------------------------------------------------------------
<S>                 <C>             <C>              <C>         <C>           <C>                <C>
John P. Gorst,
Chairman and
CEO                  2007           $111,116         $0.00       $0.00             -0-            $0.00
                     2006            $55,268         $0.00       $0.00         500,000(2)         $0.00

William M.
Wright, III,
Chief
Operating            2007           $103,600         $0.00       $0.00             -0-            $0.00
Officer              2006           $120,000         $0.00       $0.00             -0-            $0.00
</TABLE>

                                       36
<PAGE>


(1) The compensation described in this table does not include medical, group
   life insurance or other benefits received by the named executive officer that
   are available generally to all of our salaried employees, and may not include
   certain perquisites and other personal benefits received by the name
   executive officer that do not exceed the lesser of $50,000 or ten percent
   (10%) of any such officer's salary and bonus disclosed in the table.

(2) Represents option for common stock granted under Gotaplay Interactive, Inc.
   prior to July 24, 2006 Merger. The option to purchase shares of common stock
   has an exercise price of $0.50 and may be exercised any time after February
   17, 2006 for a period of ten years.

(3) No other officer or director of the Company received compensation in excess
   of $100,000 in either of the past two years.

We have two executive employment agreements and are summarized as follows:

1. Salaries range from $60,000 to $72,000 per year,
2. Term of each agreeement is for one year beginning December 1, 2007,
3. Each executive to receive traditional employee benefits, and
4. Each executive is eligible to participate in a stock bonus program, to be
   determined by the Board of Directors.


ITEM 11.     SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
             AND RELATED STOCKHOLDER MATTERS.

   The following table sets forth certain information regarding beneficial
ownership of our common stock as of September 30, 2007:

o  By each person who is known by us to beneficially own more than 5% of our
   common stock;

o  By each of our officers and directors; and

o  By all of our officers and directors as a group.

                         NAME                            NUMBER         PERCENT
--------------------------------------------------------------------------------
      John P. Gorst (1) (2)                              3,568,073        11.39%

      M. Carroll Benton (3)                              3,564,392        11.38%

      Asra Rasheed (1) (4)                               1,922,000         6.60%

      Mark H. Levin (1) (5)                              3,568,666        11.40%

      Capital Group Communications                       2,000,000          6.9%

      All executive officers and directors as a
      group (3 persons)                                  9,058,739         29.4%

         * Less than 1%

(1)  Officer and/or director.

(2)  Includes 3,068,073 shares of common stock and 500,000 stock options
     exercisable within 60 days.

(3)  Includes 3,064,392 shares of common stock and 500,000 stock options
     exercisable within 60 days.

(4)  Includes 1,672,000 shares of common stock and 250,000 stock options
     exercisable within 60 days.

(5)  Includes 3,068,666 shares of common stock and 500,000 stock options
     exercisable within 60 days.

ITEM 12.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

   In June 2005 we entered into a five-year agreement with Insynq, Inc. whereby
it would supply our technology and communications infrastructure and programming
expertise. Insynq, Inc. is partially owned and managed by two of our then
officers and directors. During the fiscal year ended September 30, 2007, the
amount of services provided totaled $101,053.

   A private company, owned by a director, is owed $32,500 for services
rendered. Under the terms of our

                                       37
<PAGE>

 Agreement we incurred a total $73,750 of
services from this party, of which $40,000 was pursuant to terms under a $5,000
per month consulting agreement, executed in February 2007 and expiring in
February 2010. Also, additional services of $33,750 were provided outside the
Agreement.

   A private company, owned by an officer, is due $28,000 in the form of an 18%
promissory note (in default), plus accrued interest of $35,460.

   A private company, owned by two of our then officers and directors, is due
$8,715. This amount is unsecured, non-interest bearing and due on demand.

ITEM 13.    EXHIBITS.

31.1* Certification of the Chief Executive Officer of Gottaplay Interactive,
      Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2* Certification of the Principal Accounting and Finance Officer of Gottaplay
      Interactive, Inc. pursuant to Section 302 of the Sarbanes-Oxley Act of
      2002.

32.1* Certification of the Chief Executive Officer of Gottaplay Interactive,
      Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2* Certification of the Principal Accounting and Finance Officer of Gottaplay
      Interactive, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of
      2002.

* Filed herewith.


ITEM 14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES

   The aggregate fees billed for each of the last two fiscal years for
professional services rendered by the principal accountant for our audits and
reviews of our financial statements included in our Form 10-KSB and 10QSB or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years were:

AUDIT FEES

                  2006              $29,900
                  2007              $47,500

AUDIT RELATED FEES

The aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountant that are reasonably related to the
performance of the audit or review of the issuer's financial statements and are
not reported above.

                  2006               $  -0-
                  2007               $1,000

TAXES

The aggregate fees billed in of the last two fiscal years for the products and
services provided by the principal accountant for tax compliance, tax advice and
tax planning.

                  2006              $  -0-
                  2007              $5,300

ALL OTHER FEES

   The aggregate fees billed in each of the last two fiscal years for the
products and services provided by the principal accountant, other than the
services reported above were:

                  2006              $   -0-
                  2007              $44,126





                                       38
<PAGE>



                                   SIGNATURES


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


Gottaplay Interactive, Inc.





/s/ John P. Gorst
John P. Gorst
Chief Executive Officer


Dated:            January 14, 2008


SIGNATURES              TITLE                                      DATE

/s/ John P. Gorst       Chief Executive Officer,              January 14, 2008
John P. Gorst           Chairman of the Board and
                        Principal Accounting and
                        Finance Officer

/s/Asra Rasheed         President                             January 14, 2008
Asra Rasheed

/s/Mark H. Levin        Director                              January 14, 2008
Mark H. Levin

/s/ Stephan P. Muller   Director                              January 14, 2008
Stephan P. Muller




                                       39
<PAGE>



                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


   Audited Consolidated Financial Statements as of and for the Years Ended
   September 30, 2007 and 2006


   Index to Consolidated Financial Statements                    F-1

   Independent Auditors' Report                                  F-2

   Consolidated Balance Sheet                                    F-3

   Consolidated Statements of Operations                         F-4

   Consolidated Statements of Stockholder's Deficit              F-5

   Consolidated Statements of Cash Flows                         F-7

   Notes to Consolidated Financial Statements                    F-8



                                      F-1
<PAGE>

                                                     LAKE AND ASSOCIATES, CPA'S







             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and
Stockholders of Gottaplay Interactive Inc.



We have audited the accompanying consolidated balance sheets of Gottaplay
Interactive Inc. and subsidiaries as of September 30, 2007 and related
consolidated statements of operations, stockholders' deficit, and cash flows for
the years ending September 30, 2007 and 2006. These financial statements are the
responsibility of the company's management. Our responsibility is to express an
opinion on these financial statements based on our 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 has
determined that it is not required to have, nor were we engaged to perform, an
audit of its 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 also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, 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 Gottaplay
Interactive Inc., as of September 30, 2007 and the results of its operations and
its cash flows for the years ended September 30, 2007 and 2006 in conformity
with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. The Company has suffered recurring losses and
has yet to generate an internal cash flow that raises substantial doubt about
its ability to continue as a going concern. Management's plans in regard to
these matters are described in Note 3. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.


\S\ LAKE & ASSOCIATES CPA'S LLC

LAKE & ASSOCIATES CPA'S LLC

BOCA RATON FLORIDA

JANUARY 11, 2008




                                             225 NE MIZNER BLVD
                                             SUITE 300
                                             BOCA RATON, FLORIDA 33432

                                             PHONE: 561.982.9874
                                             FAX: 561.982.7985



                                      F-2
<PAGE>
                           Gottaplay Interactive, Inc.
                        and Its Wholly Owned Subsidiaries
                           Consolidated Balance Sheet
                               September 30, 2007
<TABLE>
<CAPTION>


                                     Assets

Current assets
<S>                                                                               <C>
    Cash ......................................................................   $   149,355
    Other current assets ......................................................        13,315
                                                                                  -----------
                    Total current assets ......................................       162,670
                                                                                  -----------
Property and equipment
    Fixed assets, net .........................................................       643,609
    Video game library, net ...................................................       121,364
                                                                                  -----------
                    Total property and equipment ..............................       764,973
                                                                                  -----------
Other Assets
    Deposits ..................................................................        11,225
                                                                                  -----------
           Total assets .......................................................   $   938,868
                                                                                  ===========

                      Liabilities and Stockholders' Deficit

Current liabilities
    Accounts payable ..........................................................   $   569,839
    Accounts payable - related parties ........................................        95,950
    Accrued liabilities .......................................................       370,561
    Accrued liabilities - related parties .....................................        35,460
    Deferred revenue ..........................................................        36,633
    Convertible notes payable, net of $204,653 of discounts ...................       953,220
    Notes payable .............................................................       461,000
    Note payable - related party ..............................................        28,000
                                                                                  -----------
           Total current liabilities ..........................................   $ 2,550,663
                                                                                  -----------
Commitments and contingencies

Stockholders' deficit
    Preferred stock, $0.001 par value, 5,000,000 shares authorized, none issued
       and outstanding ........................................................   $      --
    Common stock, $0.001 par value, 100,000,000 shares authorized, 31,319,565
       issued and outstanding at September 30, 2007 ...........................        31,319
    Treasury stock ............................................................          (379)
    Additional paid-in capital ................................................     7,502,157
    Common stock authorized, but unissued .....................................         4,300
    Additional paid-in capital - treasury stock ...............................       230,614
    Accumulated deficit .......................................................    (9,379,806)
                                                                                  -----------
           Total stockholders' deficit ........................................    (1,611,795)
                                                                                  -----------
           Total liabilities and stockholders' deficit ........................   $   938,868
                                                                                  ===========
</TABLE>








The accompanying notes are an integral part of this consolidated financial
statement.

                                      F-3
<PAGE>


                           Gottaplay Interactive, Inc.
                        and Its Wholly Owned Subsidiaries
                      Consolidated Statements of Operations


<TABLE>
<CAPTION>
                                                             Years ended September 30,
                                                                2007             2006
                                                             ---------------------------
<S>                                                        <C>             <C>
Revenues ...............................................   $    497,409    $    127,257
Cost of revenues .......................................      1,819,174         185,328
                                                           ------------    ------------
       Loss before operating expenses ..................     (1,321,765)        (58,071)
                                                           ------------    ------------
Operating expenses
    Fulfillment ........................................        397,751         200,215
      Technology and development .......................         76,348          53,700
       Advertising and marketing .......................        228,750          27,076
    General and administrative .........................      2,477,738       1,198,414
    Officers' compensation .............................        325,422         184,627
    Related party expenses .............................        174,803         124,228
                                                           ------------    ------------
    Total operating expenses ...........................      3,680,812       1,788,260
                                                           ------------    ------------
    Loss from operations ...............................     (5,002,577)     (1,846,331)
                                                           ------------    ------------
Other income (expense)
    Interest income ....................................             30            --
    Gain on disposition of assets ......................           --             4,107
    Other income .......................................          2,840          25,000
    Interest expense ...................................     (1,028,053)        (66,009)
                                                           ------------    ------------
Total other expense ....................................     (1,025,183)        (36,902)
                                                           ------------    ------------
       Loss from continuing operations before income
       taxes............................................     (6,027,760)     (1,883,233)
Provision for income taxes .............................           --              --
                                                           ------------    ------------
        Loss from continuing operations ................     (6,027,760)     (1,883,233)
                                                           ------------    ------------
Discontinued operations, including $256,721 loss on sale       (580,297)        (89,690)
                                                           ------------    ------------
        Loss from discontinued operations, net of $ -0-
        tax.............................................       (580,297)        (89,690)
                                                           ------------    ------------
        Net loss .......................................   $ (6,608,057)   $ (1,972,923)
                                                           ============    ============
Weighted average shares outstanding of common stock,
         basic and diluted .............................     30,842,347      18,750,333
                                                           ============    ============

Net loss per common share from continuing operations ...   $      (0.20)   $      (0.10)
Net loss per common share from discontinued operations .          (0.02)          (0.01)
                                                           ------------    ------------

Net loss per common share outstanding, basic and diluted   $      (0.22)   $      (0.11)
                                                           ============    ============
</TABLE>



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

                                      F-4
<PAGE>
                           Gottaplay Interactive, Inc.
                        and Its Wholly Owned Subsidiaries
                Consolidated Statements of Stockholders' Deficit
                     Years ended September 30, 2007 and 2006
<TABLE>
<CAPTION>
                                                 Common Stock                          Treasury Stock
                                                 ------------                          --------------

                                                                                                   Additional
                                                                                                    Paid in
                                            Shares             Amount             Amount            Capital
                                      -------------------------------------------------------------------------



<S>                                       <C>              <C>               <C>               <C>
Balance at  September 30, 2005 ....       13,907,500       $    13,907       $      --         $      --


Issuance of common stock authorized
for issuance in prior year ........        3,112,500             3,112              --                --

Recognition of prepaid services
rendered and earned ...............             --                --                --                --

Issuance of common stock in
conjunction with settlement of
debts .............................          744,618               745              --                --

Proceeds received from stock
subscription ......................             --                --                --                --

Options granted to employees
(1,250,000) and non-employees
(957,000) empl ....................             --                --                --                --

Cancellation of shares ............          (20,000)              (20)             --                --

Effects of reverse merger on
stockholders' deficit pursuant to
July 24, 2006  merger agreement ...        9,028,815             9,029              (379)          230,614

Issuance of common stock for
services and prepaid services .....        2,120,000             2,120              --                --

Net loss for the year ended
September 30, 2006 ................             --                --                --                --
                                         -----------       -----------       -----------       -----------
Balance at September 30, 2006 .....       28,893,433       $    28,893       $      (379)      $   230,614
                                         -----------       -----------       -----------       -----------


(Continued on next page)

<PAGE>



Allocation of discount on notes
payable issued with warrants ......             --                --                --                --

Stock subscription units, net of
expenses ..........................             --                --                --                --

Issuance of common stock at $1.25
per share of previously authorized
subscription units ................        1,828,000             1,828              --                --

Authorization to issue common stock
at market value for non-employee
contracted services ...............             --                --                --                --

Issuances of common stock
previously authorized, at market
values ............................           75,171                75              --                --

Issuances of common stock at market
values for non-employee contracted
services ..........................          253,704               253              --                --

Issuance of warrants for services
rendered ..........................             --                --                --                --

Issuance of common stock at market
value to merge company ............          220,000               220              --                --

Issuance of commons stock at $1.25
per share in redemption of
convertible notes payable .........           96,000                96              --                --

Recognition of prepaid services ...             --                --                --                --

Charge unamortized portion of
prepaid services and cancel
issuance of common stock ..........       (2,000,000)           (2,000)             --                --

Issuance of common stock in
conjunction with settlement of
debts .............................        1,916,667             1,917              --                --

Exercise of 40,000 warrants; stock
unissued ..........................             --                --                --                --

Issuance of common stock for
exercise of warrants ..............           40,000                40              --                --

Shares cancelled ..................           (3,410)               (3)             --                --

Net loss for the year ended
September 30, 2007 ................             --                --                --                --
                                         -----------       -----------       -----------       -----------
Balance at September 30, 2007 .....       31,319,565       $    31,319       $      (379)      $   230,614
                                         ===========       ===========       ===========       ===========
</TABLE>

The accompany notes are an integral part of these consolidated financial
statements.

(Continued on next page)

                                      F-5
<PAGE>


                           Gottaplay Interactive, Inc.
                        and Its Wholly Owned Subsidiaries
                Consolidated Statements of Stockholders' Deficit
                     Years ended September 30, 2007 and 2006
<TABLE>
<CAPTION>

                                                             Common          Subscription
                                                              Stock           Receivable
                                          Additional       Authorized            and                                 Total
                                           Paid-In             but             Prepaid         Accumulated       Stockholders'
                                           Capital           Unissued          Services          Deficit            Deficit
                                        ----------------------------------------------------------------------------------------
<S>                                     <C>               <C>               <C>               <C>               <C>
Balance at  September 30, 2005 ...      $   109,984       $     8,184       $    (3,800)      $  (798,826)      $  (670,551)
                                        ----------------------------------------------------------------------------------------
Issuance of common stock authorized
for issuance in prior year ........            5,072            (8,184)             --                --                --

Recognition of prepaid services
rendered and earned ...............             --                --               3,500              --               3,500

Issuance of common stock in
conjunction with settlement of
debts .............................          781,102              --                --                --             781,847

Proceeds received from stock
subscription ......................             --                --                 300              --                 300

Options granted to employees
(1,250,000) and non-employees
(957,000) .........................           32,049              --                --                --              32,049

Cancellation of shares ............               18              --                --                --                  (2)

Effects of reverse merger on
stockholders' deficit pursuant to
July 24, 2006  merger agreement ...         (519,736)             --                --                --            (280,472)

Issuance of common stock for
services and prepaid services .....        3,177,880              --          (2,450,000)             --             730,000

Net loss for the year ended
September 30, 2006 ................             --                --                --          (1,972,923)       (1,972,923)
                                         -----------       -----------       -----------       -----------       -----------
Balance at September 30, 2006 .....      $ 3,586,369       $      --         $(2,450,000)      $(2,771,749)      $(1,376,252)
                                         -----------       -----------       -----------       -----------       -----------

(Continued on next page)
<PAGE>


Allocation of discount on notes
payable issued with warrants ......        1,104,991              --                --                --           1,104,991

Stock subscription units, net of
expenses ..........................         (163,500)        2,285,000              --                --           2,121,500

Issuance of common stock at $1.25
per share of previously authorized
subscription units ................        2,283,172        (2,285,000)             --                --                --

Authorization to issue common stock
at market value for non-employee
contracted services ...............             --             173,550              --                --             173,550

Issuances of common stock
previously authorized, at market
values ............................          169,175          (169,250)             --                --                --

Issuances of common stock at market
values for non-employee contracted
services ..........................          248,262              --                --                --             248,515

Issuance of warrants for services
rendered ..........................            9,042              --                --                --               9,042

Issuance of common stock at market
value to merge company ............          560,780              --                --                --             561,000

Issuance of commons stock at $1.25
per share in redemption of
convertible notes payable .........          119,904              --                --                --             120,000

Recognition of prepaid services ...             --                --           1,200,000              --           1,200,000

Charge unamortized portion of
prepaid services and cancel
issuance of common stock ..........       (1,248,000)             --           1,250,000              --                --

Issuance of common stock in
conjunction with settlement of
debts .............................          732,002              --                --                --             733,919

Exercise of 40,000 warrants; stock
unissued ..........................             --             100,000              --                --             100,000

Issuance of common stock for
exercise of warrants ..............           99,960          (100,000)             --                --                --

Shares cancelled ..................             --                --                --                --                  (3)

Net loss for the year ended
September 30, 2007 ................             --                --                --          (6,608,057)       (6,608,057)
                                         -----------       -----------       -----------       -----------       -----------
Balance at September 30, 2007 .....      $ 7,502,157       $     4,300       $      --         $(9,379,806)      $(1,611,795)
                                         ===========       ===========       ===========       ===========       ===========
</TABLE>


The accompany notes are an integral part of these consolidated financial
statements.

                                      F-6
<PAGE>


                           Gottaplay Interactive, Inc.
                        and Its Wholly Owned Subsidiaries
                      Consolidated Statements of Cash Flows
<TABLE>
<CAPTION>

                                                                            Years ended September 30,
                                                                             2007              2006
                                                                        -------------------------------
Increase (Decrease) in Cash
<S>                                                                     <C>                <C>
    Net loss ....................................................       $(6,608,057)       $(1,972,923)
    Adjustment to reconcile net loss to cash (used) in
        operating activities:
        Depreciation and amortization ...........................           463,419            106,813
        Basis of disposed assets ................................              --               (4,107)
        Write-down of DVD library ...............................             4,772               --
        Amortization of discounts ...............................           900,338               --
        Amortization of prepaid expenses ........................         1,200,000            550,000
        Share-based compensation for services rendered ..........           431,107            215,549
           Changes in assets and liabilities:
             Accounts payable ...................................           280,701            136,157
             Accounts payable - related parties .................            49,821            113,220
             Accrued liabilities ................................           253,980            114,075
             Accrued liabilities - related parties ..............            (5,668)              --
             Deferred revenue ...................................            32,152                379
             Other current assets ...............................            (3,622)               626
                                                                        -----------        -----------
                          Net cash (used) in operating activities        (3,001,057)          (740,211)
                                                                        -----------        -----------
Cash flows from investing activities:
    Cash paid to merged company .................................           (60,000)              --
    Purchase of equipment and leaseholds ........................           (72,308)              --
    Purchase of DVD library .....................................          (475,095)           (71,927)
    Deposits on leased facilities ...............................           (15,657)              --
    Deposits returned on leased facilities ......................             7,740               --
                                                                        -----------        -----------
               Net cash (used) in investing activities ..........          (615,320)           (71,927)
                                                                        -----------        -----------
Cash flows from financing activities:
    Proceeds from notes payable .................................           380,000            342,500
    Payments on notes payable ...................................          (170,625)           (46,750)
    Proceeds from convertible notes .............................           921,825               --
    Proceeds from stock subscription units ......................         2,285,000               --
    Payment for commission due on stock subscription units ......          (163,500)              --
    Proceeds from exercise of warrants ..........................           100,000               --
    Payments on notes payable - related parties .................           (31,000)              --
    Proceeds from loans - related parties .......................              --              320,205
    Payments from loans - related parties .......................              --             (165,058)
    Proceeds from stock subscriptions receivable ................              --                  300
                                                                        -----------        -----------
               Net cash provided by financing activities ........         3,321,700            451,197
                                                                        -----------        -----------
Cash flows from discontinued operations:
       Operating activities .....................................           461,160            167,788
       Investing activities .....................................            (3,904)            12,150
       Financing activities .....................................           (74,354)           234,215
                                                                        -----------        -----------
                           Net cash provided by discontinued ....           382,902            414,153
operations
                                                                        -----------        -----------
Net increase in cash ............................................            88,225             53,212
Cash at beginning of period .....................................            61,130              7,918
                                                                        -----------        -----------
Cash at end of period ...........................................       $   149,355        $    61,130
                                                                        ===========        ===========
</TABLE>

Supplemental disclosures and non-cash investing and financing activities - see
Note 12.

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


                                      F-7
<PAGE>

          Gottaplay Interactive, Inc. and Its Wholly Owned Subsidiaries
                   Notes to Consolidated Financial Statements




Note 1 - Description of Business

Gottaplay Interactive, Inc. ("Gottaplay") is an on-line video game rental
subscription service, which began operations in October 2004. The operation
provides subscribers access to a comprehensive library of titles via the
internet as an alternative to store based gaming rentals. For the standard
subscription plan of $20.95 per month, subscribers can generally have up to two
titles out at the same time with no due dates, late fees or shipping charges. In
addition to the standard plan, the Company offers two other service plans with
different price points that allow subscribers to keep either fewer or more
titles at the same time. Subscribers select titles at the Company's website,
aided by its proprietary recommendation service, and generally receive the DVD
game within two to three business days delivered by U.S. Postal Service. The
gamers then return the DVD game at their convenience using the Company's prepaid
mailers. After a title has been mailed, the Company mails a title from the
subscriber's game queue. All of the Company's subscription revenues are
generated in the United States of America.

Organization and Background

On July 24, 2006, Gottaplay Interactive, Inc. ("Gottaplay" and the "Company"),
formerly known as Donobi, Inc. ("Donobi"), a publicly held company, merged with
Gotaplay Interactive, Inc. ("Gotaplay"), a privately held Nevada corporation
pursuant to a Merger Agreement ("Agreement"). In accordance with terms of the
Agreement, Donobi was to:

(a.) Execute a one for six reverse  stock  split,  prior to the merger,  thereby
     reducing  the number  issued and  outstanding  shares of common  stock from
     65,619,481 to 10,936,580, and

(b.) Issue  17,744,618  post-reverse  split shares of common stock to the former
     stockholders of Gotaplay after the merger, and

(c.) Amend its  Articles of  Incorporation  by changing  the name of the Company
     from Donobi, Inc. to Gottaplay Interactive, Inc., and

(d.) Elect all the former  directors  of Gotaplay to the board of  directors  of
     Gottaplay   and  have  all  Donobi's   directors   resign  except  for  two
     individuals,  one being an  officer  of the  Donobi  and now an  officer of
     Gottaplay.

As a result of the Agreement, the merger transaction was treated for accounting
purposes as a "reverse merger", effective July 24, 2006. The legal acquirer was
Donobi, Inc. and the accounting acquirer was Gottaplay Interactive, Inc. The
merger had been accounted for pursuant to Statement on Financial Accounting
Standards ("SFAS") No. 141, "Business Combinations" and SFAS No. 142, "Goodwill
and Other intangible Assets", however, no goodwill was recognized in this
transaction.

On February 28, 2007, the Company's wholly owned subsidiary, Gottaplay
Management, Inc. ("GMI"), a Nevada corporation, merged a privately held Florida
company called Gamershare, Inc. ("GSI") into its operations. In consideration
for the merger, the Company paid the former sole shareholder of GSI $60,000 in
cash and issued 220,000 shares of its $0.001 par value common stock. The shares
were valued at market, or $2.55 per share, on the date of closing, and the total
value of these shares was $561,000. The Company also agreed to issue up to
another 170,000 shares of its $0.001 par value common stock to the former
shareholder of GSI, if certain revenue milestones are achieved. The assets,
liabilities and other obligations of GSI were nominal. GMI is the surviving
corporation. The former shareholder of GSI also received a three year employment
agreement.

On August 1, 2007, Gottaplay sold all the stock of Donobi, Inc. (a wholly-owned
subsidiary and commonly referred to as the internet service provider division)
for $100. In consideration for the stock, the purchaser received all the assets
and assumed significantly all the liabilities, associated with this division's
operation. (See also Note 4.) The Company accounted for this transaction under
SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets".
Accordingly, the operating results, less applicable provision for any income
taxes, of the discontinued operation have been segregated from continuing
operations for the years ended September 30, 2007 and 2006, respectively, and
are reported as a separate line item on the accompanying Consolidated Statements
of Operations. As such, by segregating the results of the discontinued
operations allows for a more meaningful and enhanced comparability of the
results of operations from continuing operations. Any reference to revenues and
expenses in the subsequent notes to the consolidated financial statements,
except for Note 4, will pertain only to the Company's "continuing operations".

Basis of Presentation

                                      F-8
<PAGE>

The consolidated financial statements include the accounts of the Company and
its wholly owned subsidiaries. Each division and subsidiary company separately
accounts for its operations and transactions, and all inter-company and all
inter-divisional transactions have been eliminated.

Year-End and Domicile

The Company and its wholly owned subsidiaries adopted September 30th as its
fiscal year end and are domiciled in Nevada.

Note 2 - Summary of Significant Accounting Policies

Accounting Principles

The consolidated financial statements and accompanying notes are prepared in
accordance with accounting principles generally accepted in the United States of
America.

Principle of Consolidation

The financial statements include the accounts of Gottaplay Interactive, Inc. and
its subsidiaries. Intercompany transactions and balances have been eliminated.
Equity investments in which the Company exercises significant influence but do
not control and are not the primary beneficiary are accounted for using the
equity method. Investments in which the Company is not able to exercise
significant influence over the investee and which do not have readily
determinable fair values are accounted for under the cost method.

Management's Use of Estimates and Assumptions

The preparation of the consolidated financial statements in conformity with
generally accepted accounting principles in the United States of America
requires management to make estimates and assumptions that affect the reported
amounts of the assets and liabilities, disclosure of contingent assets and
liabilities at the date of the consolidated financial statements, and the
reported amounts of revenue and expense during the reporting periods. Examples,
though not exclusive, include estimates and assumptions of: loss contingencies;
depreciation or amortization of the economic useful life of an asset;
stock-based compensation forfeiture rates; estimating the fair value and
impairment; potential outcome of future tax consequences of events that have
been recognized in our financial statements or tax returns; and determining when
investment impairments are other-than temporary. Actual results may differ from
those estimates and assumptions.

Reclassifications

Certain amounts reported in previous periods have been reclassified to conform
to the Company's current period presentation.

Revenue Recognition, Description and Deferred

In accordance with the SEC's Staff Accounting Bulletin No. 104, "Revenue
Recognition", revenue is recognized when persuasive evidence of an arrangement
exists, delivery has occurred, the fee is fixed or determinable, and
collectibility is probable.

The Company offers a ten-day free subscription trial. At any time during the
initial ten-day period, a new subscriber has the right to rescind their trial
period agreement. If the subscriber does not cancel during the ten-day period,
the Company will then charge his/her credit card account according to the plan
selected by the subscriber, and until the subscriber cancels his/her
subscription. The Company recognizes subscription revenue ratably during each
subscriber's monthly subscription period. For financial reporting purposes, the
Company allocates subscription fees over the number of days in the month for
which the fee was charged and will record deferred revenue at month end for
subscription fees received, but not yet earned, which will be fully recognized
in the following month. The Company recognized $36,633 of deferred revenues as
of September 30, 2007. All authorized refunds to subscribers are recorded as a
reduction of revenues.

Cost of Revenues

                                      F-9
<PAGE>

Cost of revenues consists of depreciation on the video game library, mailers and
postage, subscriber acquisition costs, credit card fees and other related
expenses, which are directly attributable to the production of revenue.

Cash, Cash Equivalents and Financial Instruments

The Company considers all highly liquid instruments with original maturities of
three months or less at the date of purchase to be cash equivalents. In general,
investments with original maturities of greater than three months and remaining
maturities of less than one year are classified as short term investments.

Concentrations

The Company maintains its cash in a bank deposit account, which at time may
exceed the federally insured limits. The Company has not experienced any losses
in such account and believes it is not exposed to any significant credit risk on
cash and cash equivalents.

Fair value of Financial Instruments

Financial instruments consist principally of cash, trade and related party
payables, accrued liabilities, short-term obligations and notes payable. The
carrying amounts of such financial instruments in the accompanying consolidated
balance sheets approximate their fair values due to their relatively short-term
nature. It is management's opinion that the Company is not exposed to any
significant currency or credit risks arising from these financial instruments.

Loss per Common Share

Basic loss per common share is provided in accordance with SFAS 128, "Earnings
Per Share." Basic loss per common share is computed by dividing the net loss
available to the shareholders of common stock by the weighted average number of
common shares outstanding during the period. Diluted loss per common share is
computed by dividing the net loss by the weighted average number of common
shares including the dilutive effect of common share equivalents then
outstanding. Common stock equivalents are not included in the computation of
diluted net loss per common share because the effect would be anti-dilutive.

The following securities were not included in the computation of diluted net
loss per share of common stock as their effect would have been anti-dilutive:

   Options to purchase common stock                    2,207,000
   Warrants to purchase common stock                   6,732,396
   Secured   convertible  notes  payable
   into common stock                                     926,298
                                                 ----------------
                                                       7,658,694
                                                 ================

Dividends

The Company has not yet adopted any policy regarding payment of dividends. No
dividends have been paid or declared since inception.

Share-Based Payments


The Company adopted Statement of Financial Accounting standards ("SFAS") No. 123
(Revised December 2004), "Share-Based Payment" (SFAS No. 123R), which requires
the measurement and recognition of compensation expense for all share-based
payment awards made to employees and directors, including stock options,
employee stock purchases related to an employee stock purchase plan and
restricted stock units based on estimated fair values of the awards over the
requisite employee service period. SFAS No. 123R supersedes Accounting
Principles Board Opinion No. 25 ("APB No. 25"), "Accounting for Stock Issued to
Employees", which the company previously followed in accounting for stock-base
awards. In March 2005, the SEC issued Staff Bulletin No. 107("SAB No. 107"), to
provide guidance on SFAS 123R. The Company has applied SAB No. 107 in its
adoption of SFAS No. 123R.

                                      F-10
<PAGE>

Under SFAS No. 123R, stock-base compensation cost is measured at the grant date,
based on the estimated fair value of the award, and is recognized on a
straight-line basis as expense over the employee's requisite service period. The
Company adopted the provisions of SFAS 123R in its fiscal year ended September
30, 2006, using the modified prospective application method. The valuation
provisions of SFAS 123R apply to new awards and to awards that are outstanding
on the effective date (or date of adoption) and subsequently modified or
cancelled; prior periods are not revised for comparative purposes. Estimated
compensation expense for awards outstanding on the effective date will be
recognized over the remaining service period using the compensation cost
calculated for pro forma disclosure under FASB Statement No. 123, "Accounting
for Stock-Based Compensation".

Comprehensive Loss

The Company has no components of other comprehensive loss. Accordingly, net loss
equals comprehensive loss for all periods.

Advertising Expenses

Advertising costs are expensed as incurred. For the years ended September 30,
2007 and 2006 advertising expenses totaled $25,852 and $4,627, respectively.

Income Taxes

The Company follows SFAS No. 109, "Accounting for Income Taxes" for recording
the provision for income taxes. Deferred tax assets and liabilities are computed
based upon the difference between the consolidated financial statement and
income tax basis of assets and liabilities using the enacted marginal tax rate
applicable when the related asset or liability is expected to be realized or
settled. Deferred income tax expenses or benefits are based on the changes in
the asset or liability each period. If available evidence suggests that it is
more likely than not that some portion or all of the deferred tax assets will
not be realized, a valuation allowance is required to reduce the deferred tax
assets to the amount that is more likely than not to be realized. Future changes
in such valuation allowance are included in the provision for deferred income
taxes in the period of change.

Deferred income taxes may arise from temporary differences resulting from income
and expense items reported for financial accounting and tax purposes in
different periods. Deferred taxes are classified as current or non-current,
depending on the classification of assets and liabilities to which they relate.
Deferred taxes arising from temporary differences that are not related to an
asset or liability are classified as current or non-current depending on the
periods in which the temporary differences are expected to reverse.

Game Library

The Company records the purchase of new and/or used games at cost. It
depreciates the video game library, less estimated salvage value of $1.00 per
game, on a "sum-of-the-months" accelerated basis over the estimated economic
useful life of each title. The economic useful life of a new game is estimated
to be one year. In estimating the economic useful life of its video game
library, the Company considers other factors, such as, potential utilization,
damage and loss, and new releases. Depreciation expense for the years ended
September 30, 2007 and 2006 was $371,907 and $95,176, respectively.

Property, Software and Leasehold Improvements

Property is recorded at cost. The cost of maintenance and repairs of equipment
is charged to operating expense when incurred. Depreciation and amortization is
determined based upon the assets' estimated useful lives, and is calculated on a
straight-line basis when the asset is placed in service. When the Company sells,
disposes or retires equipment or replaces a leasehold improvement, the related
gains or losses are included in operating results. Property is depreciated over
five or seven years and begins when it is placed in service.

Capitalized software applications purchased for internal use are recorded at
cost and are amortized over sixty months.

Leasehold improvements are recorded at cost and are amortized over the remaining
lease term.

                                      F-11
<PAGE>

Depreciation and amortization expense for the years ended September 30, 2007 and
2006 was $91,512 and $11,637, respectively.

Impairment of Long-Lived Assets

In accordance with SFAS No.144, "Accounting for the Impairment or Disposal of
Long-lived Assets", the Company assesses long-lived assets, such as property and
equipment and intangible assets subject to amortization, are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset group may not be fully recoverable. Recoverability
of asset groups to be held and used in measured by a comparison of the carrying
amount of an asset group to estimated undiscounted future cash flows expected to
be generated by the asset group. If the carrying amount exceeds its estimated
future cash flows, an impairment charge is recognized by the amount by which the
carrying amount of an asset group exceeds the fair value of the asset group. The
Company evaluated its long-lived assets and no impairment charges were recorded
for any of the periods presented.

Related Parties

Related parties, which can be a corporation, individual, investor or another
entity are considered to be related if the party has the ability, directly or
indirectly, to control the other party or exercise significant influence over
the Company in making financial and operating decisions. Companies are also
considered to be related if they are subject to common control or common
significant influence. The Company has these relationships.

Recent Authoritative Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements"
("SFAS 157"). While SFAS 157 formally defines fair value, establishes a
framework for measuring fair value and expands disclosure about fair value
measurements, it does not require any new fair value measurements. SFAS 157
applies under other accounting pronouncements that require or permit fair value
measurements. SFAS 157 is required to be adopted effective January 1, 2008 and
the Company does not presently anticipate any significant impact on its
consolidated financial position, results of operations or cash flows.

In September 2006, the SEC issued Securities and Exchange Commission Staff
Accounting Bulletin No.108 ("SAB No. 108") in order to eliminate the diversity
of practice surrounding how public companies quantify financial statement
misstatements. In SAB No. 108, the SEC staff established an approach that
requires quantification of financial statement misstatements based on the
effects of the misstatements on each of the Company's financial statements and
the related financial statement disclosures. SAB No. 108 is effective for fiscal
years ending after November 15, 2006. The Company adopted the SAB No. 108 in
fiscal 2006, which did not have a material impact on its consolidated financial
statements.

In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB
Statements No. 87, 88, 106 and 132(R)" ("SFAS 158"). SFAS 158 requires an
employer to recognize the funded status of its defined benefit pension and other
postretirement plans as an asset or liability in its statement of financial
position and to recognize changes in the funded status in the year in which the
changes occur through other comprehensive income. The funded status of a plan is
measured as the difference between plan assets at fair value and the benefit
obligation, which is represented by the projected benefit obligation for pension
plans and the accumulated postretirement benefit obligation for other
postretirement plans. SFAS 158 requires the recognition, as a component of other
comprehensive income, net of tax, of the gains or losses and prior service costs
or credits that arise during the period but are not recognized as a component of
net periodic benefit cost in accordance with existing accounting principles.
Amounts required to be recognized in accumulated other comprehensive income,
including gains and losses and prior service costs or credits are adjusted as
they are subsequently recognized as components of net periodic benefit cost
pursuant to the recognition and amortization provisions of existing accounting
principles. In addition, SFAS 158 requires plan assets and obligations to be
measured as of the date of the employer's year-end statement of financial
position as well as the disclosure of additional

                                      F-12
<PAGE>

information about certain effects on net periodic benefit cost for the next
fiscal year from the delayed recognition of the gains or losses and prior
service costs or credits.

The Company is required to adopt those provisions of SFAS 158 attributable to
the initial recognition of the funded status of the benefit plans and disclosure
provisions as of December 31, 2006. Those provisions of SFAS 158 applicable to
the amortization of gains or losses and prior service costs or credits from
accumulated other comprehensive income to the net periodic benefit cost are
required to be applied on a prospective basis effective January 1, 2007. The
Company is still in the process of evaluating the impact, if any, of SFAS 158.
However, the Company does not anticipate that the adoption of SFAS 158 will have
any impact on its consolidated financial statements.

In February 2007, the FASB issued Statement of Financial Accounting Standard No.
159, "The Fair Value Option for Financial Assets and Financial Liabilities"
("SFAS No. 159"). This statement permits entities to choose to measure many
financial instruments and certain other items at fair value. Companies should
report unrealized gains and losses on items for which the fair value option has
been elected in earnings at each subsequent reporting date. This statement is
effective as of the beginning of an entity's first fiscal year that begins after
November 15, 2007. The Company is currently assessing the potential impact, if
any, for the adoption of SFAS No.159 on its consolidated financial statements.

In December 2007, the FASB issued two new statements: (a.) SFAS No. 141(revised
2007), Business Combinations, and (b.) No. 160, Noncontrolling Interests in
Consolidated Financial Statements. These statements are effective for fiscal
years beginning after December 15, 2008 and the application of these standards
will improve, simplify and converge internationally the accounting for business
combinations and the reporting of noncontrolling interests in consolidated
financial statements. The Company is in the process of evaluating the impact, if
any, on SFAS 141 (R) and SFAS 160 and does not anticipate that the adoption of
these standards will have any impact on its consolidated financial statements.

(a.) SFAS No. 141 (R) requires an acquiring entity in a business combination to:
(i) recognize all (and only) the assets acquired and the liabilities assumed in
the transaction, (ii) establish an acquisition-date fair value as the
measurement objective for all assets acquired and the liabilities assumed, and
(iii) disclose to investors and other users all of the information they will
need to evaluate and understand the nature of, and the financial effect of, the
business combination, and, (iv) recognize and measure the goodwill acquired in
the business combination or a gain from a bargain purchase.

(b.) SFAS No. 160 will improve the relevance, comparability and transparency of
financial information provided to investors by requiring all entities to: (i)
report noncontrolling (minority) interests in subsidiaries in the same manner,
as equity but separate from the parent's equity, in consolidated financial
statements, (ii) net income attributable to the parent and to the
non-controlling interest must be clearly identified and presented on the face of
the consolidated statement of income, and (iii) any changes in the parent's
ownership interest while the parent retains the controlling financial interest
in its subsidiary be accounted for consistently.

Note 3 - Going Concern and Management's Plan

The Company's consolidated financial statements as of and for the periods ended
September 30, 2007 and 2006 have been prepared using the generally accepted
accounting principles applicable to a going concern, which contemplates the
realization of assets and liquidation of liabilities in the normal course of
business. The Company recorded net losses of $6,027,760 and $1,883,233 from
continuing operations and $3,001,057 and $740,211 of negative cash flows for
fiscal years ended September 30, 2007 and 2006, respectively. At September 30,
2007, the Company had a working capital deficit of $2,387,993 and a
stockholders' deficit of approximately $1,611,795. The accompanying consolidated
financial statements do not include any adjustments that might result from the
ultimate outcome of these risks and uncertainties. As of September 30, 2007, the
Company's working capital deficit may not enable it to meet certain financial
objectives as presently structured.

The rate at which the Company expends it financial resources is variable, may be
accelerated, and will depend on many factors. In order to obtain the necessary
operating and working capital, the Company is seeking either public or private
equity investors and/or private debt financing. There can be no assurance that
such additional funding, if any, will be available on acceptable terms. The
Company's continued existence as a going concern is completely dependent upon
its ability to grow sales and to

                                      F-13
<PAGE>

secure equity and/or debt financing and there are no assurances that the Company
will be successful. Without sufficient short-term financing it would be unlikely
for the Company to continue as a going concern.

Note 4 - Discontinued Operations

In July 2007, the Company determined it was in the best long-term interest of
the Company to discontinue the operations of the internet service provider
division, a wholly-owned subsidiary, and put the assets and business up for
sale. The decision to sell this division was primarily influenced by the
recurring net losses, its loss of market share and the immediate need to
generate significant capital to pay off delinquent debts and tax liens. On
August 1, 2007, the Company consummated a sale agreement with its former Chief
Operating Officer, by selling the subsidiary's stock for $100 and other valuable
consideration. Terms of the sale stipulated that the Company sell all assets
related to the internet service provider ("ISP") division to the purchaser. In
addition to the $100, the purchaser agreed to assume:

a.   substantially all trade and vendor debts, and

b.   all existing and unexpired leases, and

c.   other division related short and long-term notes payable and commitments,
     and

d.   release the Company from all liens and litigation and claims associated
     with the ISP operations.

In addition, as part of the August 1, 2007 agreement, the Company assumed
$171,513 of current liabilities from this division and is described as follows:

a.   a promissory note with a balance due of $95,000, in default, accruing
     interest at 18% per annum, with accrued interest of $40,400, and

b.   three vendor trade accounts payable totaling $36,113.

The Company recognized a net loss of $256,721 on the disposal of this operation
and is reported in the Consolidated Statements of Operations and Cash Flows
within the caption, "discontinued operations". A summary of the disposition
follows:


       Assets            $          1,334,218
       Liabilities                  1,077,398
                             -----------------
                                      256,821
       Sale price                         100
                             -----------------
       Net loss          $            256,721
                             =================

Note 5 - Fixed Assets

The following is a summary of fixed assets and related accumulated depreciation
and amortization at September 30, 2007:


        Software                          $             661,625
        Equipment and other                              46,404
        Computers and related                            37,045
        Leasehold improvements                            8,795
                                              ------------------
                                                        753,869
        Less: accumulated depreciation
                 and amortization                       110,260
                                              ------------------
        Fixed assets, net                 $             643,609
                                              ==================

                                      F-14
<PAGE>

Note 6- Video Game Library

The following is a summary of the library collection as of September 30, 2007:


       Video game library                $             579,949
       Less: accumulated amortization                  458,585
                                             ------------------
       Video game library, net           $             121,364
                                             ==================

Note 7 - Accrued liabilities

The following table is a summary of accrued liabilities as of September 30,
2007:


       Interest                          $             189,095
       Wages and related burden                        106,851
       Other accrued liabilities                       101,330
       Business taxes                                    8,795
                                             ------------------
       Total accrued liabilities         $             406,021
                                             ==================


       Accrued liabilities                             370,561
       Accrued  liabilities  -  related                 35,460
       party
                                             ------------------
                                         $             406,021
                                             ==================

Note 8 - Related Party Transactions

As of and for the year ended September 30, 2007, the Company had the following
transactions with related parties:

a.   A public company, managed, directed and partially owned by two of the
     officers, stockholders and directors of the Company. Accounts payable -
     trade and accrued expenses totaling $46,059. The Company is also committed
     to a forty-eight month operating lease for personal property with this
     public company. During fiscal years ended September 30, 2007 and 2006,
     Gottaplay received services from the public company totaling $101,053 and
     $124,228, respectively.

b.   A private company, owned by an officer, is due $28,000 in the form of an
     18% promissory note (in default), plus accrued interest of $35,460.

c.   A private company, owned by a director, is owed $32,500 for services
     rendered. During the year, the Company received a total $73,750 of services
     from this party, of which $40,000 was pursuant to terms under a $5,000 per
     month consulting agreement, executed in February 2007 and expiring in
     February 2010. Additional services of $33,750 were provided outside the
     aforementioned agreement.

d.   A private company, owned by two of the Company's officers and a director,
     is due $8,715. This amount is unsecured, non-interest bearing and due on
     demand.

e.   The officers, as a group, are owed a total of $13,673 for expenses of the
     company personally paid by the respective officer. These obligations are
     unsecured, without interest and due on demand.

                                      F-15
<PAGE>

Note 7 - Notes Payable

The Company has five promissory notes payable at September 30, 2007 totaling
$489,000 and are classified as a current liability. Pertinent details of the
notes are summarized as follows:
<TABLE>
<CAPTION>

                       Related
          Collateral    Party     Interest        Due Dates             Principal
          ------------ --------- ------------ ------------------    ------------------


<S> <C>       <C>         <C>        <C>       <C>             <C>
    1.        No          No         14%       March 20, 2008    $            250,000
    2.        No          No         14%      December 4, 2007                100,000
    3.        No          No         18%         In default                    95,000
    4.        Yes        Yes         18%         In default                    28,000
    5.        No          No         18%         In default                    16,000
                                                                    ------------------
                       Total                                     $            489,000
                                                                    ==================
                       Unrelated parties                         $            461,000
                       Related parties                                         28,000
                                                                    ------------------
                       Total                                     $            489,000
                                                                    ==================
</TABLE>

As of the date of this report, Note #2 is in default.

Note 8 - Secured Convertible Notes Payable

The Company consummated three private placement financing agreements with
investors for a total of $1,277,873. These obligations were executed in the form
of eight, 9%, secured convertible notes payable, due within one year of each
note's issuance and convertible into 1,022,298 shares of par value common stock
and valued at $1.25 per share. In conjunction with these notes, the Company
granted warrants to purchase shares of common stock, with terms as follows:

(a.) 1,022,298 warrants exercisable within two years from the date of grant at
     $1.50 per share, and

(b.) 1,022,298 warrants exercisable within three years from the date of grant at
     $2.50 per share. In December 2006, 40,000 warrants were exercised at $2.50
     per share for total proceeds of $100,000.

Each investor was granted a pro-rata security interest in all the Company's
assets.

For the year ended September 30, 2007, the Company recorded discounts on these
convertible notes payable totaling $1,104,990, which equaled to the fair value
of the warrants granted, as determined using the Black-Scholes Option Pricing
Model. The Company recognized $900,339 as interest expense on the discounts for
the year ended September 30, 2007. The unamortized balance at September 30, 2007
is $204,651. Discounts recognized are being amortized ratably over the term of
each convertible note payable, which ranges from two to twelve months.

In April 2007, five investors converted $120,000 of the secured convertible
notes payable into 96,000 shares of common stock.

As of the date of this report, four notes, totaling $312,500 were due on
September 30, 2007 and are now past due and in default. The other four notes
totaling $845,373 are due on January 12, 2008.

Note 9 - Stock, Options and Warrants

Preferred Stock

The Company is authorized to issue 5,000,000 shares of its $0.001 par value
preferred stock. As of September 30, 2007, no shares are issued and outstanding.

Common Stock

                                      F-16
<PAGE>

The Company is authorized to issue 100,000,000 shares of its $0.001 par value
common stock. This class of stock allows a stockholder one vote for each share
of common stock held. At September 30, 2007, the issued and outstanding shares
of the Company's common stock totaled 31,319,565 shares. The Company also had
8,333 shares of common stock, valued at $4,300, authorized, but unissued, at
September 30, 2007.

Treasury Stock

The Company has 5,417 shares of common stock in treasury at September 30, 2007.

Options and Warrants

Under FASB Statement 123R, the Company estimates the fair value of each stock
award at the grant date by using the Black-Scholes option pricing model with the
following weighted average assumptions used for the grants, respectively;
dividend yield of zero percent for all periods; expected volatility ranging from
158.94% and 110.19%; risk-free interest rates ranging from 4.79% and 4.88%; and,
expected lives ranging from two months to three years during the year ended
September 30, 2007.

A summary of the Company's stock options and warrants as of and for the year
ended September 30, 2007 is presented below:
<TABLE>
<CAPTION>

                                                                               Weighted              Weighted
                          Options Average Average Grant
                                                               and             Exercise          Date Fair Value
                                                            Warrants             Price
                                                           ------------      --------------      -----------------
<S>                                                          <C>                  <C>                    <C>
Outstanding, September 30, 2006                              3,129,309            $   0.75               $   0.75
    Granted                                                  6,772,396                1.86                   1.86
    Exercised                                                 (40,000)                2.50                   2.50
    Expired/Cancelled                                        (922,309)                1.34                   1.34
                                                           ------------      --------------      -----------------
Outstanding, September 30, 2007                              8,939,396            $   1.53               $   1.53
                                                           ============      ==============      =================
Exercisable, September 30, 2007                              8,939,396            $   1.53               $   1.53
                                                           ============      ==============      =================
</TABLE>

The following table summarizes information about the Company's outstanding stock
options and warrants at September 30, 2007:

<TABLE>
<CAPTION>

                                                                 Weighted
                                              Weighted           Average                             Weighted
       Range of                                Average          Remaining                             Average
       Exercise              Number           Exercise         Contractual          Number           Exercise
        Prices             Outstanding          Price              Life           Exercisable          Price
-----------------------    ------------     --------------     -------------      ------------    ----------------
<S>   <C>         <C>        <C>              <C>                      <C>          <C>           <C>
      $     .00 - 0.50       2,207,000        $       .50              8.39         2,207,000     $           .50
            .50 - 1.00         525,000                .60               .87           525,000                 .60
           1.01 - 1.50       3,266,298               1.50               .51         3,266,298                1.50
           1.51 - 2.50       2,941,098               2.50              1.34         2,941,098                2.50
                           ------------     --------------     -------------      ------------    ----------------
                             8,939,396                                 2.80         8,939,396
                           ============                        =============      ============
</TABLE>

Options

No options were granted or exercised during fiscal year ended September 30,
2007. Accordingly 2,207,000 options were outstanding as of September 30, 2007.

Warrants

In February and March 2007, the Company received a total of $2,285,000 from
investors for the purchase of 1,828,000 "Units" at

                                      F-17
<PAGE>

$1.25 per Unit. Each Unit consists of: (a) one share of common stock, issued in
April 2007; (b) one warrant to purchase common stock at an exercise price of
$1.50 per share for a period of two years; and, (c) one warrant to purchase
common stock at an exercise price of $2.50 per share for a period of three
years. Warrants granted in conjunction with these "units" aggregated 3,656,000.
In January 2007, an investor exercised 40,000 warrants at an exercise price of
$2.50 per share.

Between October 2006 and January 2007, the Company issued 2,044,596 warrants to
purchase common stock in conjunction with its convertible debts, aggregating
$1,277,873.

Between July and August 2007, the Company granted 490,000 warrants in
conjunction with additional debt financing totaling $350,000.

For the year ended September 30, 2007, the Company recognized a total of
$1,104,990 of discounts on the valuation of the warrants in the accompanying
consolidated financial statements. The valuation is equal to the fair value of
the warrants, as promulgated by SFAS 123R, and, as determined using the
Black-Scholes option pricing model. A total of $900,338 of discounts was
recorded as interest expense during the year ended. Unamortized discounts at
fiscal year end were $204,653.

Warrants granted for services rendered in connection with certain financing
agreements discussed above during the year ended September 30, 2007 totaled
581,500.

At September 30, 2007, a total of 6,732,396 warrants was outstanding and
exercisable.

Note 10 - Incentive Plan

In February 2007, the Company adopted the "2007 Directors, Officers and
Consultants Stock Option, Stock Warrant and Stock Award Plan" (the"Plan"). The
Plan provides for the issuance of incentive and non-qualified stock options,
stock appreciation rights and restricted stock to Directors, Officers, Employees
and Consultants. Upon the adoption of this Plan, the Company set aside 3,000,000
shares of $0.001 par value common stock, which may be issued upon the exercise
of securities granted. As of September 30, 2007, no securities have been granted
or are outstanding.

Note 11 - Income Taxes

Deferred tax assets and liabilities are recognized based on the anticipated
future tax effects arising from the differences between the financial statement
carrying amounts of assets and liabilities and their respective tax bases of
assets and liabilities using enacted tax rates. The following is a
reconciliation of the Federal and state statutory income tax amount to the
provision for income taxes for the year ended September 30:

                                      2007
                               -----------------


    Federal and state statutory rates at 35%   $         2,319,000
    Permanent differences                                (737,400)
    Temporary differences                                (163,000)
    Other                                                    1,300
                                                 -----------------
                                                         1,419,900
                                                 -----------------
    Increase in valuation allowance            $         1,419,900
                                                 -----------------

The significant components of the Company's deferred tax components are at
September 30:

                                      2007
                                 -------------

    Deferred tax assets:
      Net operating loss carryforwards          $       2,004,000
      Deferred revenues                                    13,000
      Accrued taxes                                           400
      Depreciation                                         79,000

                                      F-18
<PAGE>
                                                  ---------------
      Total deferred tax assets                         2,096,400
                                                   ---------------
    Deferred tax liabilities:
    Basis of disposed assets                                3,000
                                                   ---------------
    Total deferred tax liabilities                          3,000
                                                   ---------------

    Net deferred tax assets before
        valuation allowance                             2,093,400
    Less: Valuation allowance                           2,093,400
                                                   ---------------

                                                $              --


For the year ended September 30, 2007, the Company incurred a net operating loss
and, accordingly, no provision for income taxes has been recorded. In addition,
no benefit for income taxes has been recorded due to the uncertainty of the
realization of any tax assets. At September 30, 2007, the Company had
approximately $5,980,000 of net operating losses available to offset future
federal and state taxable income. The net operating loss carryforwards, if not
utilized, will begin to expire in 2024. Utilization of these carryforwards is
significantly dependent on future taxable income, and, any future tax benefit
may be further limited due to a change of control in the Company's ownership as
defined by the Internal Revenue Code, Section 382.

For financial reporting purposes, the Company has incurred a loss since its
inception and based on the available objective evidence, including the Company's
history of losses, management conservatively believes it is more likely than not
that the net deferred tax assets will not be fully realizable. Accordingly, the
Company provided for a full valuation allowance against its net deferred tax
assets at September 30, 2007 and 2006.

Note 12 - Supplemental Cash Flows Information

Supplemental disclosures of cash flow information for the years ended September
30, 2007 and 2006, respectively, are summarized as follows:

Non-Cash Investing and Financing

Supplemental disclosures of non-cash investing and financing activities for the
years ended September 30, 2007 and 2006, respectively, are summarized as
follows:
<TABLE>
<CAPTION>
                                                                                              Years ended September 30,
                                                                                              2007                  2006
                                                                                         ---------------       --------------
Convert debentures and accrued liabilities into
<S>                                                                                          <C>                    <C>
   shares of common stock                                                                    523,919                $  --
Convert loans into a common stock                                                            210,000                   --
Allocation of discount for value of warrants issued with
   notes payable                                                                           1,104,990                   --
Issuance of  common stock for software applications                                          561,000                   --
Issuance of common stock for prepaid professional services                                   240,000                   --
Issuance of common stock for redemption of convertible notes payable                         120,000                   --
Charge  unamortized  portion of prepaid  services to paid in capital
due to non performance of underlying services                                              1,250,000                   --
Cancel 2,000,000  shares of common stock underlying  non-performance
of prepaid services                                                                       (1,250,000)                  --
Convert notes and loans into secured convertible promissory notes                            356,048                   --
Convert  notes,  loans and  accrued  interest  into shares of common                                              781,848
stock
Net assets received from reverse merger                                                           --              280,475
Issuance of common stock recorded as prepaid service
   compensation in conjunction with services to be rendered by
   non-employees                                                                                  --            3,000,000
Convert related party account payable  to note payable                                            --              391,696
</TABLE>

                                      F-19
<PAGE>

                                          Years ended September 30,
Cash Paid for Interest and Taxes           2007               2006
                                      ---------------     --------------
Interest                               $  17,141             $  --
Taxes                                         --                --


Note 13 - Commitments and Contingencies

Facilities

The Company is obligated on five leases for its offices and distribution centers
and are describe as follows:

a.) Corporate headquarters, Gig Harbor, Washington b.) Operations center, Ft.
Lauderdale, Florida c.) Distribution center and administration, Anaheim,
California d.) Distribution center, Kansas City, Missouri e.) Distribution
center, Pittsburg, Pennsylvania

As of September 30, 2007, expiration of the leases range from 7 months to 17
months. Rents ranges from $740 to $2,685 per month.

         Future minimum operating lease payments are:

               Years ending September 30:
            ---------------------------------
            2008              $       62,780
            2009                      14,220
                                  -----------
                              $       77,000
                                  ===========

For the years ended September 30, 2007 and 2006, rental expense totaled
approximately $105,400 and $80,400, respectively.

Personal Property

The Company entered into a personal property lease for a term of forty-eight
months with a related party. The Company is leasing computers, printers and
other technology equipment necessary to conduct the day-to-day operations. Terms
require a base rent of approximately $736 per month and applicable sales taxes.
Rents may increase from time to time due to the Company needing additional
equipment as it expands its operations and network of distribution centers.

         Future minimum operating lease payments are:

          Years ending September 30:
       ---------------------------------
           2008           $    8,800
           2009                7,400
                             -----------
                          $    16,300
                             ===========

For the years ended September 30, 2007 and 2006, rental expense for personal
property was approximately $8,800 per year, respectively.

Litigation and Claims

                                      F-20
<PAGE>

On July 25, 2006, The Company entered into a one year consulting agreement with
an investor relations firm. Duties of the consultant/firm were to assist the
Company in raising capital, developing and implementing corporate strategies,
introducing the Company to new financial communities, and represent the Company
in investors' communications and public relations.

The Company issued 2 million shares of par value common stock per terms of the
agreement. The stock ("contract shares") was valued at $1.50 per share at the
close of market on July 25, 2006. However, on February 22, 2007 the Company
terminated the agreement for lack of performance and cancelled the 2 million
contract shares issued. The investor relations firm ("the Plaintiff") then filed
a lawsuit on July 13, 2007 against the Company and other parties to the original
transaction, asserting entitlement to own, hold and sell the contract shares, as
well as, their rights to receive $125,000 cash investment made by them during
the engagement period.

On October 17, 2007 all parties agreed to a settlement and a mutual general
release whereby the Company will re-issue the 2 million shares and the investor
relations firm will receive $400,000 from the eventual sale of these contract
shares. One of the parties to the claim has the right, but not an obligation, to
purchase a minimum number of these contract shares at $0.20 per share by certain
dates:

            Dates               Contract Shares           Sale Proceeds
   ------------------------     -----------------        ----------------
   November 15, 2007                     500,000      $          100,000
   January 15, 2008                      500,000                 100,000
   March 1, 2008                       1,000,000                 200,000
                                -----------------        ----------------
                                       2,000,000      $          400,000
                                =================        ================

As part of the settlement, the Company is also obligated to grant and deliver
200,000 common stock purchase warrants to the plaintiff with an exercise price
of $1.25 per share and exercisable until the end of 2010.

As of September 30, 2007, the Company did not accrue any additional settlement
costs attributable to the claimant. However, it did accrue approximately
$101,000 of additional legal fees as a result of the October 2007 final
settlement agreement.

The Company is also subject to business disputes involving ordinary and routine
claims. The ultimate legal and financial liability with respect to such matters
cannot be estimated with certainty and requires the use of estimates in
recording liabilities for potential litigation settlements. Estimates for losses
from litigation are made after consultation with outside counsel. If estimates
of potential losses increase or the related facts and circumstances change in
the future, the Company may be required to record either more or less litigation
related expense.

Other than the notable item discussed above, it is management's opinion that
none of the open matters at September 30, 2007, nor to January 7, 2008, will
have a material adverse effect on the Company's financial condition or results
of operations.

Note 14 - Subsequent Events

Employment Agreements

At September 30, 2007, the Company had five employment agreements with all the
corporate officers and certain employees. Since September 30, 2007,
the following changes have occured: (i) two agreements were terminated and one
agreement was modified, (ii) one agreement remained unchanged, and (iii) one
officer resigned. Modified annual salaries range from $44,000 to approximately
$75,000. The term of each contract ranges from one to three years and includes
traditional incentive programs, corporate benefits and escalating wage base
increases on the anniversary dates per the respective agreement.

The Chief Financial Officer/Treasurer/Secretary resigned effective November 30,
2007. Currently, the prior CFO is acting as a consultant/advisor to the Company,
until such time the position is filled.

Short-term loans

In January 2008, the Company was granted a 90 day extension on one loan totaling
$250,000 (see Note 7).

                                      F-21
<PAGE>

Since September 30, 2007 and to the date of this report, the Company has
received $60,000 in the form of short-term loans to meet its operational needs.

Equity

From October 1, 2007 to January 7, 2008, the Company incurred the following
equity transactions:
<TABLE>
<CAPTION>

                                    Descriptions                           Shares     Warrants/Options
               -------------------------------------------------------- ------------- -----------------

<S>                                                                    <C>                 <C>
Beginning balance, September 30, 2007 .........................        31,319,565          8,939,396

Rescission of 2 million cancelled shares of common
stock pursuant to the settlement agreement, as
discussed in Note 13 above. ...................................         2,000,000

Purchase on November 15, 2007, 500,000 contract shares
of common stock by party to claim of which 250,000
shares are recognized as treasury stock. (See
discussion in Note 13 above.) .................................          (250,000)

Grant date of October 19, 2007 for 200,000 warrants to purchase
common stock pursuant to settlement agreement above. Expiration
date of December 31, 2010, at an
exercise price of $1.25 per share. ............................                              200,000

Issuances of 230,000 shares of common stock in lieu of
cash. for professional services rendered. .....................           230,000

Issuance of 8,333 shares of common stock authorized,
but unissued stock at year end September 30, 2007. ............             8,333

Grants for 50, 000 warrants in October 2007 to purchase common
stock in consideration to extend due dates of two promissory
notes totaling $350,000. Exercise price is $0.60 per share and
expiration is one year from grant date.........................                               50,000
                                                                      -----------        -----------
Ending balance, January 7, 2008 ...............................        33,307,898          9,189,396
                                                                      ===========        ===========
</TABLE>