UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


WASHINGTON,
      D.C. 20549





FORM
      10-KSB





[X]  ANNUAL
      REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE


ACT
      OF
      1934.


FOR
      THE
      FISCAL YEAR ENDED AUGUST 31, 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 000-32247





1-900
      JACKPOT, INC.


--------------------------


(NAME
      OF
      SMALL BUSINESS ISSUER IN ITS CHARTER)





NEVADA
            98-0219399(STATE
                OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)
            (I.R.S.
                EMPLOYER IDENTIFICATION NO.)








3838
      RAYMERT DRIVE, SUITE 3, LAS VEGAS, NV 89121


-----------------------------------------------------------------


(ADDRESS
      OF PRINCIPAL EXECUTIVE
      OFFICES)              (ZIP
      CODE)





ISSUER’S
      TELEPHONE NUMBER, INCLUDING AREA CODE:  604-575-0050





SECURITIES
      REGISTERED PURSUANT TO SECTION 12(b) OF THE EXCHANGE
      ACT:  NONE





SECURITIES
      REGISTERED PURSUANT TO SECTION 12(g) OF THE EXCHANGE ACT:  COMMON
      STOCK, PAR VALUE $.001 PER SHARE





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act[ ]





Note
–
      Checking the box above will not relieve any registrant required to file reports
      pursuant to Section 13 or 15(d) of the Exchange Act from their obligations
      under
      those Sections.





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act 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 [
      ]





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will 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.   Yes [ ]  No
      [X]





Indicate
      by check mark whether the registrant is a shell company as of its most recent
      fiscal year end (as defined in Rule 12b-2 of the Exchange
      Act.     Yes [ ]  No [X]











The
      Registrant's revenue for the year ended August 31, 2007 was $0.00.





The
      aggregate market value of the voting and non-voting common equity held by
      non-affiliates of the Registrant based upon the closing price of the common
      stock as of the close of business on August 31, 2007, is
      $5,135,254.





As
      of
      August 31, 2007, there were 155,858,285 shares of the Registrant's Common Stock,
      $.001 par value per share, issued and outstanding.





Transitional
      Small Business Disclosure Format (check one) Yes [ ] No [X]














































ii





Table
      of
      Contents








Item
                Number and Caption
            PagePART
                IItem
                1.  Description of Business
            1Item
                2.  Description of Property
            5Item
                3.  Legal Proceedings
            5Item
                4.  Submission of Matters to a Vote of Securities
                Holders
            6PART
                IIItem
                5.  Market for Common Equity and Related Stockholder
                Matters
            6Item
                6.  Management’s Discussion and Analysis or Plan of
                Operations
            7Item
                7.  Financial Statements
            F1-15Item
                8.  Changes in and Disagreements with Accountants on Accounting
                And Financial Disclosure
            11Item
                8a.  Controls and Procedures
            11PART
                IIIItem
                9.  Directors, Executive Officers, Promoters and Control
                Persons; Compliance with Section 16(a) of the Exchange Act
            12Item
                10.  Executive Compensation
            13Item
                11.  Security Ownership of Certain Beneficial Owners and
                Management
            14Item
                12.  Certain Relationships and Related
                Transactions
            15Item
                13.  Exhibits and Reports on Form 8-K
            15Item
                14.  Principal Accountant Fees and Services
            16
















iii














**PART
      I**





**NOTE
      REGARDING FORWARD-LOOKING STATEMENTS.**





Except
      where otherwise stated, references in this document to “us,” “our”, “we,” or
“the Company” refer to 1-900 Jackpot, Inc. (“1-900 Jackpot”).  This
      Form 10-KSB contains forward-looking statements within the meaning of the "safe
      harbor" provisions under Section 21E of the Securities Exchange Act of 1934
      and
      the Private Securities Litigation Reform Act of 1995. We use forward-looking
      statements in our description of our plans and objectives for future operations
      and assumptions underlying these plans and objectives, as well as in our
      expectations, assumptions, estimates and projections about our business and
      industry.  These forward-looking statements involve risks and
      uncertainties.  Our actual results could differ materially from those
      anticipated in such forward-looking statements as a result of certain factors
      as
      more fully described in this Report.





Forward-looking
      terminology includes the words "may," "expects," "believes," "anticipates,"
      "intends," "projects," or similar terms, variations of such terms or the
      negative of such terms. These forward-looking statements are based on
      management's current expectations and are subject to factors and uncertainties
      which could cause actual results to differ materially from those described
      in
      such forward-looking statements. We expressly disclaim any obligation or
      undertaking to release publicly any updates or revisions to any forward-looking
      statements contained in this Form 10-KSB to reflect any change in our
      expectations or any changes in events, conditions or circumstances on which
      any
      forward-looking statement is based.








**ITEM
      1.   DESCRIPTION OF BUSINESS.**





Overview





Our
      company was incorporated on August 20, 1999 under the laws of the State of
      Nevada as Pultronex Corporation (“Pultronix”). Our name was changed to 1-900
      Jackpot, Inc. on July 7, 2005.  Pultronix had designed, engineered and
      marketed fiberglass reinforced composite products for use in residential,
      commercial, and light industrial applications.  Its operations were
      discontinued in February of 2002.





We
      acquired certain Lottery Product assets on March 21, 2006 from Umbrella Asset
      Management, Inc., our largest shareholder (“Umbrella”) and are evaluating the
      merits of marketing and licensing these products to foreign governments and
      foreign entities licensed by their respective jurisdictions to offer lottery
      games and products.   The lottery related assets that we
      purchased from Umbrella relate to certain on-line and off-line lottery
      products.  Neither Umbrella nor the Company has filed for copyright,
      patent or any other intellectual property protection with respect to these
      assets in any jurisdiction and we have no current plans to do
      so.  Further, no assurance is given that we will be able to utilize
      the foregoing assets in a manner where we can realize revenues or profits or
      otherwise effect our business plan.





Our
      current business plan provides for us to license the operation of our
      proprietary lottery products to lottery operators on a worldwide
      basis.  We are a development stage company and have no
      revenues.  We do not have sufficient funds to fully implement our
      business plan and no assurance is given that we will be able to raise sufficient
      funds to do so.  If we fail to raise such funds, we may be forced to
      modify our business plan or otherwise curtail our operations.





1








Prior
      Business





1-900
      Jackpot, Inc. was incorporated on August 20, 1999 under the laws of the State
      of
      Nevada as Pultronex Corporation.  It had done business in the name of
      its wholly owned subsidiary, Pultronex Corporation of Alberta
      (“PCA”).  PCA designed, engineered and marketed fiberglass reinforced
      composite products for use in residential, commercial, and light industrial
      applications.  PCA’s strength was in its ability to quickly and
      effectively apply its intellectual property to meet market demands with long
      life, high performance products.  Its proprietary products included
      E-Z Deck ® , E-Z Rail, which had residential, commercial and marine
      applications, Waterfront Sheet Piling for seawalls and retaining walls, and
      Ultra Plank, which was used for sea scaffolding and stadium or portable
      seating.  PCA’s business was seasonal and highly dependent upon the
      weather.  Pultronex Corporation of Alberta was sold to an unrelated
      entity in February 2002.  Proceeds were used to pay off secured
      debt.  The Company remained inactive until July 1, 2005, when it
      retained new management to explore new business opportunities.





The
      Lottery Industry





We
      believe that there is a large and active market for lottery products
      worldwide.  Domestic and foreign governmental authorities and their
      licensees operate lotteries in approximately 200 worldwide
      jurisdictions.  Worldwide lottery ticket sales during 2004 were
      approximately $187.1 billion.  Governments have authorized lotteries
      as a means of generating non-tax revenues.  In jurisdictions such as
      the United States, lottery revenues are frequently designated for particular
      purposes, such as education, economic development, conservation, transportation
      and aid to the elderly.  Although there are many types of lotteries in
      the world, it is possible to categorize government authorized lotteries into
      two
      principal groups: on-line lotteries and off-line lotteries.





An
      on-line lottery is conducted through a computerized lottery system in which
      lottery terminals are connected to a central computer system.  An
      on-line lottery system is generally utilized for conducting games such as lotto,
      sports pools, keno and numbers, in which players can make their own
      selections.  Off-line lotteries feature lottery games which are not
      computerized, such as manually processed games and instant ticket
      games.  Traditional off-line lottery games are generally conducted in
      international jurisdictions.  Instant ticket games, in which players
      scratch off a coating from a pre-printed ticket to determine if it is a winning
      ticket, are conducted both internationally and in the United
      States.





In
      general, on-line lotteries generate greater revenues than both traditional
      off-line lottery games and instant ticket games.  In addition, there
      are several other advantages to on-line lotteries as compared to traditional
      off-line lotteries.  Unlike traditional off-line lottery games, wagers
      can be accepted and processed by an on-line lottery system until minutes before
      a drawing, thereby significantly increasing the lottery’s revenue in cases in
      which a large prize has attracted substantial interest.  On-line
      lottery systems also provide greater reliability and security, allow a wider
      variety of games to be offered and automate accounting and administrative
      procedures which are otherwise manually performed.  Despite the
      relative advantages associated with on-line lotteries, off-line lotteries remain
      popular abroad, and we will be directing our marketing efforts towards these
      international jurisdictions.  However, no assurance is given that we
      will successfully penetrate these markets.





Worldwide
      lottery ticket sales grew at a compounded annual rate of 2.5% for the five
      years
      from 2000 through 2004.  A number of factors, including, but not
      limited to the lack of new products, jackpot fatigue (lack of interest in lower
      payouts), an aging player base, and lack of advertising, have led to this modest
      growth.  We feel that our unique and creative lottery products will
      be





2





accepted
      by governments and lottery operators, as they search for new products to
      increase demand.  However, no assurance is given in this
      regard.





We
      have
      determined that with the enactment of the Safe Port Act into law, our
      prospective operators have become very pessimistic about lottery activities
      that
      involve credit cards to purchase products.  Of the five lottery
      products we obtained, it appears that three of these products may not be
      viable.  We have recorded an impairment loss of $9,999 as of August
      31, 2007 to reflect the foregoing.  We have adapt our operations to
      comply with the provisions of the Safe Port Act and continue to pursue lottery
      operators who can operate in other countries. However, no assurance is given
      that we will be successful in this regard.





Proposed
      Operations and Products





We
      are a
      development stage company, have not commenced our operations and have no
      revenues.  We are focused on becoming a licensor of worldwide lottery
      systems.  Our current business plan provides for us to develop
      processing facilities and license the operation of our proprietary lottery
      products to lottery operators on a worldwide basis.  Our lottery
      products and related processing and administrative facilities are in the
      formative stage.  No assurance is given that they will ever be fully
      developed or profitable thereafter.  Licensee’s will be responsible
      for the procurement of their respective lottery operator’s license as well as
      the marketing of our lottery products.  No assurance is given that we
      will successfully negotiate an agreement with a lottery operator in any
      jurisdiction or that the operator will be able to market our lottery products
      or
      generate revenues or profits for us.   Potential licensees have
      expressed certain concerns and objections regarding the possible effect of
      government regulations on their proposed lottery operations, as more
      particularly described below.  We feel that these regulations have had
      a chilling effect on their willingness to license our products.  If we
      cannot successfully overcome these objections,  we will be forced to
      seek alternative business ventures.  However, no assurance is given
      that we will be able to identify or enter into a business combination, merger
      or
      other transaction with any other entity.





Government
      Regulation





Lotteries
      are not permitted in various states or jurisdictions of the United States unless
      expressly authorized by law.  The ongoing operations of authorized
      lotteries in the United States are extensively regulated.  Applicable
      legislation varies from jurisdiction to jurisdiction, but, in addition to
      authorizing the lottery and creating the applicable regulatory authority, the
      lottery statutes generally dictate certain broad parameters within which
      lotteries may operate, including, but not limited to, the percentage of lottery
      revenues that must be paid out in prizes.  Lottery authorities
      typically exercise significant control as to the selection of vendors and award
      of lottery contracts, ticket prices, types of games played and marketing
      strategy, all of which can have an effect on our operating results.





Prior
      to
      and after granting a lottery contract, government authorities generally conduct
      an investigation of the company and its employees pursuant to which such
      authorities may require removal of an employee deemed to be
      unsuitable.  Certain states also require extensive personal and
      financial disclosure (including, among other things, submission of fingerprints,
      personal financial statements and federal and state income tax returns) and
      background checks of control persons and entities beneficially owning a
      specified percentage (typically 5% or more) of the company’s
      securities.  The failure of such beneficial owners to submit such
      background checks and provide disclosure could jeopardize the award of a lottery
      contract or provide the basis for cancellation of any existing lottery
      contract.





3





The
      award
      of lottery contracts and ongoing operations of lotteries in international
      jurisdictions also are highly regulated, although this regulation typically
      varies from the type of regulation prevailing in the United
      States.  Restrictions are frequently imposed on foreign entities
      seeking to do business in such jurisdictions.  As a result, we plan to
      license our lottery systems to operators domiciled in the jurisdictions within
      which they plan to operate.  The lottery operators will be required to
      be licensed in the jurisdictions within which they do business.  Laws
      and regulations applicable to lotteries in the United States and foreign
      jurisdictions are subject to change and the effects of such changes on our
      future operations cannot be predicted with certainty.  In the future,
      domestic and/or foreign jurisdictions may adopt legislation that restricts,
      prohibits or otherwise further regulates the operation of
      lotteries.  Such legislation or regulation may serve to benefit larger
      lottery operators who have better name recognition and greater resources than
      us.  Such regulations could have a material and adverse effect on our
      operations.





Our
      efforts to market our lottery related products has been met with resistance,
      which we believe is based upon the perception by potential affiliates that
      their
      lottery operations could be subject to criminal and civil liability in the
      event
      that players living in non-licensed jurisdictions participated in otherwise
      legitimate lotteries.  In particular, we believe that the recently
      enacted Safe Port Act by the U.S. legislature has had a chilling effect on
      the
      willingness of potential affiliates to license our products.  We have
      been attempting to address these concerns by developing safeguards that would
      prevent US consumers from purchasing lottery products from out
      affiliates.  However, no assurance is given that potential affiliates
      will be satisfied that we have successfully addressed their
      concerns.  Moreover, even if we are successful in addressing their
      concerns and they agree to license our lottery products, no assurance is given
      that we will be able to fully develop or execute our business plan or otherwise
      generate any revenues or profits.





As
      we may
      perform certain administrative functions on behalf of our lottery operators,
      we
      may be directly subjected to such domestic and foreign regulation as
      well.  Notwithstanding the foregoing, we believe that we will not be
      required to be licensed as an operator of lotteries and we do not intend to
      become licensed in any jurisdiction within which our licensees
      operate.





Competition





Our
      business is highly competitive.  We face competition from large
      numbers of domestic and international instant ticket manufacturers, lottery
      providers and others, many of whom have financial resources far greater than
      ours and/or those of our licensees.  Many of these competitors have
      greater leverage in attracting talent, product and personnel.  A high
      degree of competition is expected to continue in our business and the business
      of our licensees.  Our business and the business of our licensees may
      be adversely affected by these factors.





In
      particular, there are currently three primary lottery services competitors
      in
      the United States: GTECH Corporation, Automated Wagering International, Inc.
      and
      Scientific Games Holdings Corp.  We believe that these companies
      engage in vigorous competition with respect to existing lottery technologies
      and
      services, the advancement of which could render our products
      obsolete.  These companies may develop enhanced Internet retail
      capabilities and value added lottery systems and services for domestic and
      international markets in order to provide new growth opportunities and higher
      profit margins for established lotteries.





We
      are
      also faced with competition from many international lottery services and product
      suppliers.  While we are initially concentrating our efforts on the
      development and marketing of our products for international markets, we
      anticipate that it will take a significant amount of time and resources to
      develop a significant market presence in these
      countries.  Competitors





4





domiciled
      or otherwise doing business in these markets may have a significant competitive
      advantage over our licensees and us.





In
      both
      the domestic and international markets, factors, other than pricing, that
      influence the award of lottery contracts can include, among other things, the
      ability to optimize lottery revenues through game design and technical
      capability, quality of the product, dependability, production capacity,
      marketing experience, financial condition and reputation of the contract bidder,
      the security and integrity of the contract bidder’s production operations, as
      well as other requirements and qualifications imposed by specific
      jurisdictions.  Despite our belief that our lottery products are
      unique, our recent entry into this industry, as well as our limited product
      line, could materially and adversely affect our ability to compete both
      internationally and at home.





We
      feel
      that the modest growth of worldwide lottery sales has been in part due to the
      advent of Internet gaming and poker sites.  While the Internet gaming
      and poker site play of American consumers may have been adversely affected
      by US
      legislation and the renewed threat of enforcement of such legislation, the
      Internet play of American and other gamblers has nonetheless experienced
      meteoric growth.   The continued growth of Internet play could
      have a material adverse effect on the lottery business in general as well as
      the
      operations of those entitles that provide lottery related services.





Patents,
      Trademarks and Copyrights





Management
      believes that our success will be affected by our ability to bring creative
      and
      unique lottery products or new or enhanced applications to
      market.  The patentability of such new products or applications is
      evaluated and patent and other intellectual property applications are filed
      where necessary to protect unique developments.  Notwithstanding the
      foregoing, we possess no intellectual property rights with respect to our
      Lottery Assets, nor are any such applications pending.  No assurance
      is given that we will ever apply for intellectual property protection in any
      jurisdiction.  Our failure to do so could have a material and adverse
      effect on our ability of attract and retain licensees and/or our ability to
      generate revenues.





Employees





As
      of
      August 31, 2007, we had no employees other than our sole executive officer,
      Mr.
      Brian Fisher, who devotes his full time efforts towards our
      operations.  None of our employees or independent contractors are
      represented by a collective bargaining agreement.








**ITEM
      2.   DESCRIPTION OF PROPERTY**





We
      do not
      rent office space.  Since January 1, 2005, our registered office and
      mailing address  have been located at 3838 Raymert Drive, Suite 3, Las
      Vegas, Nevada 89121, pursuant to an agreement that bears an annual commitment
      of
      $180.








**ITEM
      3.   LEGAL PROCEEDINGS**





We
      are
      not a party to any legal proceedings that we believe would, individually or
      in
      the aggregate, have a material adverse effect on our business, our financial
      condition or our results of operations.











5





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





None





**PART
      II**





**ITEM
      5.   MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED
      STOCKHOLDER MATTERS.**





As
      of the
      date of this Report, our common stock is traded on the NASD Over-the-Counter
      Bulletin Board.  Our ticker symbol is ONJP.





From
      November 2001 through March 8, 2006, our common shares had been
      de-listed.  Trading of our shares resumed on May 2, 2006. The range of
      high and low bid prices for our common shares for each quarter of the last
      two
      fiscal years was as follows:





Low
                Bid
            High
                Bid1st
                Fiscal Quarter of the year ending 8/31/07
            $    .78
            $
                1.602nd
                Fiscal Quarter of the year ending 8/31/07
            $    .90
            $
                3.413rd
                Fiscal Quarter of the year ending 8/31/07
            $  3.06
            $
                4.004th
                Fiscal Quarter of the year ending 8/31/07
            $  2.00
            $
                4.201st
                Fiscal Quarter of the year ending 8/31/06
            No
                trading
            No
                trading2ndFiscal
                Quarter of the year ending 8/31/06
            No
                trading
            No
                trading3rd
                Fiscal Quarter of the year ending 8/31/06
            $    .91
            $   .454th
                Fiscal Quarter of the year ending 8/31/06
            $  1.10
            $   .27





The
      foregoing stock prices have been adjusted to reflect a 11-for-1 forward split
      of
      our common shares that was effective as of June 30, 2007.  The
      foregoing quotations reflect inter-dealer prices, without retail mark-up,
      mark-down or commission and may not represent actual transactions





**HOLDERS**





As
      of
      August 31, 2007, there were 72 shareholders of our common stock. This number
      excludes the beneficial owners of shares held in “street” name or held through
      participants in depositories.





**DIVIDEND
      POLICY**





We
      have
      not paid any cash dividends to date. We do not anticipate paying any cash
      dividends in the foreseeable future and intend to retain future earnings, if
      any, for the development of our business until our licensees conduct their
      lottery drawings.  Thereafter, the payment of dividends will be made
      at the discretion of our directors.





**RECENT
      SALES OF UNREGISTERED SECURITIES**





None.











6





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





**PLAN
      OF OPERATION**





We
      are a
      development stage company, have not commenced our operations and have no
      revenues.  We are exploring the feasibility of becoming a licensor of
      worldwide lottery systems.  Our current business plan provides for us
      to license the operation of our proprietary lottery products to lottery
      operators on a worldwide basis.  However, our efforts to market these
      products have been met with some resistance and we cannot be certain that we
      will able to develop a successful business plan that utilizes these
      assets.





In
      March
      of 2006, we purchased certain intellectual and other property in connection
      with
      certain on-line and off-line lottery products.  Over the next 12
      months, we intend to develop these products and seek out licensees to market
      our
      products.  Lottery operators will be responsible for obtaining their
      respective licenses and for the marketing of our lottery products.  No
      assurance is given that we will be able to enter into an agreement with any
      licensee or that such licensee will be able to successfully market our
      products.  We, in turn, will be responsible for integrating these
      international lotteries into our processing centers and for ensuring that each
      lottery is administered fairly, honestly and in a secure fashion.





Our
      efforts to market our lottery related products has been met with resistance,
      which we believe is based upon the perception that lottery operations could
      be
      subject to criminal and civil liability in the event that players living in
      non-licensed jurisdictions participated in otherwise legitimate
      lotteries.  We have been attempting to address these
      concerns.  However, no assurance is given that we will successfully do
      so.  Moreover, if we are successful in this regard, that we will be
      able to fully develop or execute our business plan or otherwise generate any
      revenues or profits.





If
      we
      successfully overcome these objections, we anticipate that we will need to
      retain the services of one or more persons with land-based and Internet
      telephony, computer programming and IT expertise.  As the domestic and
      international lottery industries are highly regulated, we will also need to
      retain personnel with regulatory experience relating to the operation of
      worldwide lotteries and related matters.  We believe that we can
      attract qualified personnel to serve our needs, but offer no assurance that
      we
      will be able to do so.





Our
      business and revenues will be subject to certain uncertainties associated with
      the regulation of worldwide lotteries and the marketing of lottery products,
      especially with respect to the marketing of lottery products to United States
      citizens.  These uncertainties could have a material adverse effect on
      the business, revenues, operating results and financial condition of our
      licensees and us.   Our processing facilities are being designed
      with safeguards that will allow us to identify U.S. gamblers so that our foreign
      licensees do not inadvertently market or sell products to
      them.  However, despite whatever safeguards we employ, no assurance is
      given that we will be able to fully eliminate such sales or marketing
      efforts.





As
      we
      continue to evaluate the feasibility of our proposed lottery related activities,
      we are seeking other alternative business ventures.  However, no
      assurance is given that we will identify or enter into a business combination,
      merger or other transaction with any other entity.

















7





**LIQUIDITY
      AND CAPITAL RESOURCES**





As
      of
      August 31, 2007, we had cash of $715,827, available for sale marketable
      securities of $289,431 and had working capital of $1,001,404.  Our
      cash position resulted from loan proceeds received from Umbrella that had been
      subsequently converted to equity.   Our net capital decreased
      from $1,479,289  to $1,001,405, for the years ending August 31, 2006
      and August 31, 2007, respectively, in principal part due to unrealized losses
      of
      $307,863 in our marketable securities portfolio during the year ending August
      31, 2007.  No assurance is given that these unrealized losses will not
      worsen or that we will be able to recoup any of said unrealized
      losses.





As
      we
      have no revenues and it is unclear as to if or when we will earn revenues,
      our
      auditors have raised substantial doubt about our ability to continue as a going
      concern.  During the year ending August 31, 2007 we had a net loss of
      $172,342.  Net cash used in operating activities during this period
      was limited to $147,822 and we anticipate that we will have sufficient liquid
      assets to last for at least the next twelve months.  However, no
      assurance is given in this regard.    If we have
      underestimated our liquidity needs, we will need to raise additional capital
      or
      delay or scale back our operations, which could have a material and adverse
      effect on our business, financial condition and results of
      operations.





**RECENT
      ACCOUNTING PRONOUNCEMENTS**





The
      Financial Accounting Standards Board has recently issued several new accounting
      pronouncements, which may apply to the Company:





In
      May
      2005, the FASB issued SFAS No. 154, "Accounting Changes and Error Corrections"
      ("SFAS 154"). This statement replaces APB Opinion No. 20 "Accounting Changes"
      and FASB Statement No. 3 "Reporting Accounting Changes in Interim Financial
      Statements". SFAS 154 applies to all voluntary changes in accounting principle
      and to changes required by an accounting pronouncement in the unusual instance
      that the pronouncement does not include specific transition provisions. SFAS
      154
      requires retrospective application to prior periods' financial statements of
      changes in accounting principle, unless it is impracticable to determine either
      the period−specific effects or the cumulative effect of the change. When it is
      impracticable to determine the period−specific effects of an accounting change
      on one or more individual prior periods presented, this SFAS requires that
      the
      new accounting principle be applied to the balances of assets and liabilities
      as
      of the beginning of the earliest period for which retrospective application
      is
      practicable and that a corresponding adjustment be made to the opening balance
      of equity or net assets for that period rather than being reported in an income
      statement. When it is impracticable to determine the cumulative effect of
      applying a change in accounting principle to all prior periods, this SFAS
      requires that the new accounting principle be applied as if it were adopted
      prospectively from the earliest date practicable. The Company adopted this
      SFAS
      as of January 1, 2006. There is no current impact on the Company's financial
      statements with the adoption of this FASB.





In
      February 2006, The FASB issued SFAS No. 155 “Accounting for Certain Hybrid
      Financial Instruments - an amendment of FASB Statements No. 133 and 140." This
      statement amends FASB 133, Accounting for Derivative Instruments and Hedging
      Activities and Statement and No. 140, Accounting for Transfers and Servicing
      of
      Financial Assets and Extinguishments of Liabilities. The statement permits
      fair
      value  remeasurement for any hybrid financial  instrument
      that contains an embedded  derivative that would otherwise
      require  bifurcation,
      clarifies  which  interest  only  strips
      and  principal  are not  subject to the
      requirements of Statement 133, establishes a requirement to evaluate interest
      in
      securitized  financial assets,  clarifies
      that  concentrations of credit risk in the form of subordination are
      not embedded  derivatives and





8





amends
      Statement 140 to eliminate the prohibition on a qualifying special-purpose
      entity from holding a derivative  financial  instrument to a
      beneficial  interest other than another
      derivative  financial  instrument.  The statement
      is effective for fiscal years beginning after September 15, 2006. Management
      does not expect this statement to have any material effect on its financial
      statements.





In
      March
      2006 the FASB issued SFAS No.  156
      "  Accounting  for  Servicing  of
      Financial  Instruments - an amendment of FASB
      No.140,  Accounting  for Transfers and Servicing of
      Financial  Instruments and Extinguishments of
      Liabilities.  The statement  requires  an
      entity  to  recognize  a  servicing  asset
      or  servicing liability  each time it undertakes an
      obligation to service an asset by entering into a servicing
      contract,  requires all separately  recognized servicing
      assets and servicing liabilities to be initially measured at fair market value,
      permits an  entity  to
      choose  either  the  amortization  method  or
      fair  market  value
      measurement method for subsequent measurement
      periods for each class of separately recognized
      servicing  assets and
      servicing  liabilities,  permits a
      one-time  reclassification  of
      the  available-for-sale  securities  to  trading
      securities by entities with recognized servicing rights at its initial adoption,
      and requires separate presentation of servicing assets and servicing liabilities
      subsequently measured at fair value. The statement is effective for fiscal
      years
      beginning after September 15, 2006. Management does not expect this statement
      to
      have any material effect on its financial statements.





In
      June  2006 the FASB issued FIN
      48,  "Accounting  for  Uncertainty  in
      Income
      Taxes--an  interpretation  of  FASB  Statement  No.  109".  This  Interpretation
      clarifies,  among other things,  the accounting
      for  uncertainty in income taxes recognized in
      an  enterprise's  financial  statements  in  accordance  with
      FASB Statement No. 109, Accounting for Income Taxes. This Interpretation
      prescribes a recognition threshold and measurement attribute for the financial
      statement recognition and measurement of a tax position taken or expected to
      be
      taken in a tax
      return.  This  Interpretation  also  provides  guidance  on  derecognition,
      classification, interest and penalties, accounting in interim periods,
      disclosure,  and  transition  is  effective  for
      fiscal  years  beginning  after December 15,
      2006.  Earlier application is encouraged if the enterprise has not yet
      issued financial statements, including interim financial statements, in
      the


period
      the  Interpretation  is adopted.  This statement
      is not expected to have any material effect on our financial
      statements.





In
      September 2006, the FASB issued SFAS No. 157, “Accounting for Fair Value
      Measurements."  SFAS No. 157 defines fair value, and establishes a
      framework for measuring fair value in generally accepted accounting principles
      and expands disclosure about fair value measurements.  SFAS No. 157 is
      effective for the Company for financial statements issued subsequent to November
      15, 2007.  The Company does not expect the new standard to have any
      material impact on the financial position and results of
      operations.





In
      September  2006, the staff of the Securities and
      Exchange  Commission  issued
      Staff  Accounting  Bulletin  No. 108
      ("SAB  108")  which  provides  interpretive
      guidance  on how  the  effects  of
      the  carryover  or  reversal  of  prior  year
      misstatements  should be considered in quantifying a current
      year  misstatement. SAB 108 becomes effective in fiscal 2007.
      Management is evaluating the financial impact of this
      pronouncement.





In
      December 2006, the FASB approved FASB Staff Position (FSP) No. EITF 00-19-2,
      “Accounting for Registration Payment Arrangements”  (“FSP EITF
      00-19-2”), which specifies that the contingent obligation to make future
      payments or otherwise transfer consideration  under a registration
      payment arrangement, whether issued  as a separate agreement or
      included as a provision of a financial instrument or other agreement, should
      be
      separately recognized and measured in accordance with SFAS No. 5, “Accounting
      for Contingencies”.





9





FSP
      EITF
      00-19-2 also requires additional disclosure regarding the nature of any
      registration  payment arrangements, alternative settlement methods,
      the maximum potential amount of consideration and the current carrying amount
      of
      the liability, if any.  The guidance in FSP EITF 00-19-2 amends FASB
      Statements No 133, “Accounting for Derivative Instruments and Hedging
      Activities”, and No 150, “Accounting for Certain Financial Instruments with
      Characteristics of both Liabilities and Equity”, and FASB Interpretation No. 45,
“Guarantor’s Accounting and Disclosure requirement for Guarantees, Including
      Indirect Guarantees of Indebtedness of Others”, to include scope exceptions for
      registration payment arrangements.





FSB
      EITF
      00-19-2 is effective immediately for registration payment arrangements and
      the
      financial instruments subject to those arrangements that are entered into or
      modified subsequent to the issuance date of this FSP, or for financial
      statements issued for fiscal years beginning after December 15, 2006, and
      interim periods within those fiscal years, for registration payment arrangements
      entered into prior to the issuance date of this FSP.  The adoption of
      this pronouncement is not expected to have an impact on the Company’s financial
      position, results of operations or cash flows.





In
      October 2005, the FASB issued FSP FAS 123(R)-2, “Practical Accommodation to the
      Application of Grant Date as Defined in FASB Statement No. 123(R), which
      provides clarification of the concept  of mutual understanding between
      employer and employee with respect to the grant date of a share-based payment
      award.   This FSB provides that a mutual understanding of the key
      terms and condition of an award shall be presumed to exist on the date the
      award
      is approved by management if the recipient does not have the ability to
      negotiate the key terms and conditions of the award and those key terms and
      conditions will be communicated to the individual recipient within a relatively
      short time period after the date of approval.   This guidance was
      applicable upon the initial adoption of SFAS 123 (R).  The adoption of
      this pronouncement did not have an effect on the Company’s financial position,
      results of operations or cash flows.





In
      February 2007, the FSAB issues SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities” (“SFAS 159”).  SFAS 159
      provides companies with an option to report selected financial assets and
      liabilities at fair value.  The objective of SFAS 159 is to reduce
      both complexity in accounting for financial instruments and the volatility
      in
      earnings caused by measuring related assets and liabilities
      differently.  Generally accepted accounting principles have required
      different measurement attributes for different assets and liabilities that
      can
      create artificial volatility in earnings.  The FASB has indicated it
      believes that SFAS 159 helps to mitigate this type of accounting induced
      volatility by enabling companies to report related assets and liabilities at
      fair value, which would likely reduce the need for companies to comply with
      detailed rules for hedge accounting.  SFAS 159 also establishes
      presentation and disclosure requirements designed to facilitate comparisons
      between  companies that choose different measurement attributes for
      similar types of assets and liabilities.  SFAS does not eliminate
      disclosure requirements included in other accounting standards, including
      requirements for disclosures about fair value measurements included in SFAS
      No.
      157 and SFAS No. 107, “Disclosures about Fair Value of Financial
      Instruments”.  SFAS 159 is effective for the Company as of the
      beginning of fiscal year 2008.  The adoption of this pronouncement is
      not expected to have an impact on the Company’s financial position, results of
      operations or cash flows.





**CRITICAL
      ACCOUNTING POLICIES**





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States requires management to make estimates
      and assumption that have a significant impact on the results we report in our
      financial statements.  Some of our accounting policies require us to
      make difficult and subjective judgments, often as a result of the





10





need
      to
      make estimates of matters that are inherently uncertain.  Actual
      results may differ from these estimates under different assumptions or
      conditions.





Valuation
      of Non-cash Capital Stock Issuances.  We value our stock transactions
      based upon the fair value of the equity instruments used in the particular
      transaction.  Various methods can be used to determine the fair value
      of the equity instrument.  We may use the fair value, the quoted
      market price or the contemporaneous cash sale price of the stock based
      consideration.  Each of these methods may produce a different
      result.  We use the method that most appropriately reflects the value
      of the transaction to us.   If a difference method was used it
      could impact the expense, deferred stock and equity stock accounts.





**OFF
      BALANCE SHEET ARRANGEMENTS**





We
      have
      no off-balance sheet arrangements.








**ITEM
      7.   FINANCIAL STATEMENTS AND SUPPLEMENTARY
      DATA**





Our
      financial statements appear on pages F-1 to F-15.








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





Not
      Applicable








**ITEM
      8A.  CONTROLS AND PROCEDURES**





We
      maintain disclosure controls and procedures designed to ensure that information
      required to be disclosed in reports filed under the Securities Exchange Act
      of
      1934, as amended, is recorded, processed, summarized and reported within the
      specified time periods. As of the end of the period covered by this Report,
      our
      Chief Executive Officer and Chief Financial Officer evaluated the effectiveness
      of our disclosure controls and procedures and internal control over financial
      reporting. Based on the evaluation, which disclosed no significant deficiencies
      or material weaknesses, our Chief Executive Officer and Chief Financial Officer
      concluded that our disclosure controls and procedures and internal controls
      over
      financial reporting are effective  and have been designed and are
      being operated in a manner that provides reasonable assurance that the
      information required to be disclosed by us in reports filed under the Securities
      Exchange Act of 1934, as amended, is recorded, processed, summarized and
      reported within the time periods specified in the SEC’s rules and
      forms.  A system of controls, no matter how well designed and
      operated, cannot provide absolute assurance that the objectives of the systems
      of controls are met, and no evaluation of controls can provide absolute
      assurance that all control issues and instances of fraud, if any, within a
      company have been detected. Except as set forth below, there were no changes
      in
      our disclosure controls and procedures or internal control over financial
      reporting that occurred during the quarter covered by this Report that have
      materially affected, or are reasonably likely to materially affect, our internal
      control over financial reporting.





In
      addition, the Chief Executive Officer and Chief Financial Officer have
      determined that there have been no changes in the Company’s internal control
      over financial reporting during the period covered by this Report that have
      materially affected, or are reasonably likely to materially affect, our internal
      control over financial reporting.





11





PART
      III





**ITEM
      9.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
      PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE
      ACT.**





**DIRECTORS
      AND EXECUTIVE OFFICERS**





The
      current executive officers of the Company are as follows:





Name
            Age
            Title
                (1)Brian
                Fisher
            58
            CEO,
                President, Secretary, Treasurer and
                Director





(1)
      The
      director named above serves until the next annual meeting of our shareholders
      to
      be held within six months of the close of our fiscal year or until his or her
      successor is otherwise elected and has accepted his or her
      position.  Directors are elected for one-year terms.





Mr.
      Fisher has served as our chief executive officer and president since July 1,
      2005.  Mr. Fisher has served as our Chief Financial Officer since
      August 27, 2007.  He has been a member of our Board of Directors since
      June of 2004.  From January of 1999 through October of 2002, Mr.
      Fisher was President, CEO and a director of Novus Environmental, Inc., a
      publicly traded company that had been listed on the NASD over-the-counter
      bulletin board.  Mr. Fisher was retired from October 2002 through the
      time he became our director in June of 2004.  Mr. Fisher is a citizen
      of Canada.





Mr.
      Joseph Batty resigned as our Director, CFO, Vice President and Treasurer as
      of
      August 27, 2007 to pursue other ventures.





**SECTION
      16 (A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE**





The
      Company is subject to the provisions of Section 16(a) of the Securities Exchange
      Act of 1934, as amended (the “Exchange Act”).  Section 16(a) of the
      Exchange Act requires the Company's directors, executive officers and persons
      who own more than 10% of a class of the Company's equity securities which are
      registered under the Exchange Act to file with the Securities and Exchange
      Commission initial reports of ownership and reports of changes of ownership
      of
      such registered securities.





Such
      executive officers, directors and greater than 10% beneficial owners are
      required by Commission regulation to furnish the Company with copies of all
      Section 16(a) forms filed by such reporting persons.  Umbrella Asset
      Management Inc. has not filed its Form 3 when due, but has undertaken to us
      to
      file its Form 3 as soon as practicable.





**AUDIT
      COMMITTEE FINANCIAL EXPERT**





Given
      our
      limited operations and resources, and the limited size of our management team,
      Brian Fisher, our Chief Financial Officer, serves as the sole member of our
      audit committee and is our sole audit committee financial expert.  Mr.
      Fisher is not independent.





**CODE
      OF ETHICS**





We
      adopted a code of ethics applicable to our chief executive officer, chief
      financial officer, principal accounting officer or controller, or persons
      performing similar functions as of February 9, 2007.  A copy of our
      Code of Ethics was filed with the U.S. Securities and Exchange





12





Commission
      on February 12, 2007.   We will provide to any person, without
      charge, a copy of our Code of Ethics then in effect, upon written request to
      us
      in writing at out corporate address.





**INDEMNIFICATION
      AND LIMITS OF LIABILITY**





Our
      Bylaws provide that any person serving as our officer or director or who was
      serving at the request or for the benefit of the Company as a director or
      officer of another corporation, or as its representative in a partnership,
      joint
      venture, trust or other enterprise, shall be indemnified and held harmless
      to
      the fullest extent legally permitted under Nevada law against all expenses,
      liability and loss (including attorney’s fees, judgments, fines and amounts paid
      or to be paid in settlement) reasonably incurred or suffered by said person
      in
      connection therewith.





Further,
      our bylaws authorize but do not require us to purchase and maintain insurance
      on
      behalf of any person who is or was a director or officer of the Company, or
      is
      or was serving at our request as a director or officer of another company,
      or as
      its representative in a partnership, joint venture, trust or other enterprise
      against any liability asserted against such person and incurred in any such
      capacity or arising out of such status, whether or not we would have the power
      to indemnify such person.





**ITEM
      10.    EXECUTIVE COMPENSATION**





Messrs.
      Fisher and Batty were not paid a salary during the years ending August 31,
      2006
      and August 31, 2007.  However, ­Mr. Fisher may be paid a salary or
      other compensation and may be offered employment agreements in the future should
      our operations and cash flow permit.  They are, however, reimbursed
      for reasonable out of pocket expenses.  Additionally, it is
      anticipated that Messrs. Fisher and Batty will participate in our stock or
      other
      incentive based compensation plans if and when such plans are
      implemented.





The
      following table sets forth the compensation of our executive officer(s) for
      the
      last three (3) fiscal years:





NAME
                AND
            ANNUAL
                COMPENSATION
            LONG
                TERM COMPENSATIONPRINCIPAL
                POSITION
            YEAR
            SALARY
            BONUS
            OTHER(1)
            STOCK
            SAR’s
            LTIP
            OTHER(1)Brian
                Fisher-CEO and president
            2005
            $0.00
            $0.00
            $0.00
            $0.00
            $0.00
            $0.00
            $0.002006
            $0.00
            $0.00
            $0.00
            $0.00
            $0.00
            $0.00
            $0.002007
            $0.00
            $0.00
            $0.00
            $0.00
            $0.00
            $0.00
            $0.00Joseph
                Batty-Vice President/CFO, Secretary and Treasurer (2)
            2005
            $0.00
            $0.00
            $0.00
            $0.00
            $0.00
            $0.00
            $0.002006
            $0.00
            $0.00
            $0.00
            $0.00
            $0.00
            $0.00
            $0.002007
            $0.00
            $0.00
            $0.00
            $0.00
            $0.00
            $0.00
            $0.00


___________________________________________________________________





(1)We
      do not currently have any employee
      incentive stock option plan.


(2)   
      Mr. Batty resigned as a Director and Officer of the Company as of August 27,
      2007.





**TERMS
      OF OFFICE**





Our
      directors hold office until the next annual meeting of our stockholders or
      until
      their successors are elected and duly qualified. All officers serve at the
      discretion of the directors.





13





DIRECTOR’S
      COMPENSATION





While
      our
      bylaws authorize us to compensate directors for attending director or committee
      meetings, no such compensation has been paid in the past.  We
      reimburse directors for out-of-pocket expenses incurred in connection with
      the
      rendering of services as a director.








**ITEM
      11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
      MANAGEMENT**





Beneficial
      ownership is defined in accordance with the rules of the SEC and generally
      means
      the power to vote and/or to dispose of the securities regardless of any economic
      interest therein. In computing number and percentage ownership of shares of
      common stock beneficially owned by a person, shares of common stock subject
      to
      options and warrants held by that person that are exercisable within 60 days
      are
      deemed outstanding. Such shares of common stock, however, are not deemed
      outstanding for purposes of computing the percentage ownership of stockholders
      other than such person.





The
      following table sets forth certain information as of August 31, 2006 with
      respect to shares of our voting securities owned by (i) each person known to
      beneficially own more than 5% of our outstanding common stock, (ii) each
      director and named executive officer of the Company, and (iii) all executive
      officers and directors of the Company as a group. Unless otherwise indicated,
      each person has sole voting and investment power over the shares beneficially
      owned by him.





Title
                of Class
            Name
                and Address of Beneficial Owner
            Amount
                of Shares
            Percent
                of ClassCommon
                stock
            Brian
                Fisher3838
                Raymert Dr., Suite 3Las
                Vegas, NV 89121
            0
            0.00%Common
                Stock
            Umbrella
                Asset Management, Inc.21
                Regent Street, 4th
                FloorBelize
                City, Belize, C.A.
            132,928,884
            85.3%Common
                Stock
            Fletcher  &
                Associates26066-8000
                #3 RoadRichmond,
                BC  Canada V6Y3V3
            21,560,000
            13.8%Common
                Stock
            All
                Executive Officersand
                Directors as a Group(1
                person)
            0
            0.00%





On
      June
      30, 2007, we authorized an eleven-for-one forward split of our common shares
      that provided for the issuance of ten additional shares of our common stock
      for
      each common share held.  The result of this forward split increased
      the number of our outstanding common shares to 155,858,285.

















14





**CHANGES
      IN CONTROL**





As
      of
      November 16, 2005, we issued 22,297,297 (as adjusted for stock splits) common
      shares to Fletcher & Associates in exchange for consulting
      services.  These shares represented approximately 97.2% of our issued
      and outstanding common shares at that date.





In
      March
      2006, we issued 132,928,884 or approximately 85.3% of our pre-split common
      shares to Umbrella Asset Management, Inc.








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





As
      of
      March 21, 2006, we issued 110,000,000 (as adjusted for stock splits) common
      shares to Umbrella in exchange for certain lottery related assets valued at
      $10,000 and in exchange for converting a loan of $1,584,108.





During
      the fiscal year ending August 31, 2006, we engaged the services of a company
      under the control of Justin Fisher, son of our president and CEO, Brian Fisher,
      to manage our web site and provide other Internet related
      services.  The terms of this agreement are not supported by a written
      agreement.  Total compensation paid to this entity during the fiscal
      years ending August 31, 2007 and August 31, 2006 were $10,000 and $7,500,
      respectively.








**ITEM
                13**
            **EXHIBITS
                AND REPORTS ON FORM 8-K**





(a)   The
      following exhibits and financial statement schedules are filed as exhibits
      to
      this Report:





1.   Financial
      Statements of the Registrant are included under Item 7 hereof.





2.   Financial
      Statement Schedules   -    None




3.  
Exhibits




Exhibit
                No.
            Description3.1
            Articles
                of Incorporation, as amended*3.2
            Bylaws,
                as amended*4.2
            Common
                Stock Certificate*10.2
            Share
                Exchange Agreement*14.1
            Code
                of Ethics**17.1
            Letter
                of Director Resignation31.1
            Rule
                13a-14(a)/15d-14(a) Certification of Brian Fisher32.1
            Certification
                Pursuant to 18 U.S.C Section 1350 as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002





*     Incorporated
      by reference to our Form SB-2 filed with the US Securities and Exchange
      Commission on February 22, 2000.


**     Incorporated
      by reference to our Form 8-K filed with the US Securities and Exchange
      Commission on February 12, 2007.





15





Reports
      on Form 8-K





Form
      8-K filed on January 3,
      2007


Form
      8-K filed on February 12,
      2007.


Form
      8-K filed on July 6,
      2007.





**ITEM
                14**
            **PRINCIPAL
                ACCOUNTANT FEES AND
                SERVICES**





Audit
      Fees.   We were billed for and paid our current auditors,
      Robison, Hill & Co., $21,925 for professional services rendered by said
      auditor for the audit of our annual financial statements and review of financial
      statements included in our Forms 10-QSB for the year ended August 31,
      2007.   We were billed for and paid our current auditors,
      Robison, Hill & Co., $15,400 for professional services rendered by said
      auditor for the audit of our annual financial statements and review of financial
      statement included in our Forms 10-QSB for the year ended August 31,
      2006.





Audit-Related
      Fees.   We did not pay our auditors and were not billed for
      any fees in connection with assurance and related services regarding performance
      of the audit or review of our financial statements for the years ended August
      31, 2007 and August 31, 2006.





Tax
      Fees.  We did not pay our auditors and were not billed for any
      fees in connection with tax compliance, tax advice or tax planning during the
      years ended August 31, 2007 and August 31, 2006.





All
      Other Fees.   We did not pay our auditors and were not billed
      any fees in connection with other fees during the calendar year ending August
      31, 2007.  We did not pay our auditors and were not billed for any
      fees other than those described above with respect to the calendar year ending
      August 31, 2006.





Audit
      Committee Pre-Approval Polices.   We have no audit committee
      pre-approval policies and procedures.











16




**1-900
        JACKPOT, INC.**
 
 **(A
        Development Stage Company)**
 
 **-:-**
 
 **INDEPENDENT
        REGISTERED PUBLIC ACCOUNTANTS’ REPORT**
 
 
 **AUGUST
        31, 2007 AND 2006**
 
 
 
 
 
  
  
 
 
 CONTENTS
 
 
 PageIndependent
                  Registered Public Accountants' Report
              F
                  -
                  1Balance
                  SheetsAugust
                  31, 2007 and 2006
              F
                  -
                  3Statements
                  of Operations for the years endedAugust
                  31, 2007 and 2006 and for the Cumulative Period fromSeptember
                  1, 2001 (inception of development stage) to August 31,
                  2007
              F
                  -
                  4Statement
                  of Stockholders' EquitySince
                  August 20, 1999 (inception) to August 31, 2007
              F
                  -
                  5Statements
                  of Cash Flows for the years endedAugust
                  31, 2007 and 2006 and for the Cumulative Period fromSeptember
                  1, 2001 (inception of development stage) to August 31,
                  2007
              F
                  -
                  7Notes
                  to Financial Statements
              F
                  -
                  8
 
  
 
 
 
 
 
 
 
 
 
  
  
 **ROBISON,
                  HILL& CO.**
              
              
              
              **Certified
                  Public Accountants****A
                  PROFESSIONAL CORPORATION**BRENT
                  M. DAVIES, CPADAVID
                  O. SEAL, CPAW.
                  DALE WESTENSKOW, CPABARRY
                  D. LOVELESS, CPASTEPHEN
                  M. HALLEY, CPA
 
 
 INDEPENDENT
        REGISTERED PUBLIC ACCOUNTANTS' REPORT
 
 
 1-900
        Jackpot, Inc.
 (A
        Development Stage Company)
 
 We
        have
        audited the accompanying balance sheets of 1-900 Jackpot, Inc. (a development
        stage company) as of August 31, 2007 and 2006 and the related statements
        of
        operations and cash flows for each of years in the two-year period ended
        August
        31, 2007 and the cumulative since September 1, 2001 to August 31, 2007 and
        the
        statement of stockholders’ equity from August 20, 1999 (inception) to August 31,
        2007.  These financial statements are the responsibility of the
        Company's management. Our responsibility is to express an opinion on these
        financial statements based on our audit.
 
 We
        conducted our audits in accordance with the standards of the Public Company
        Accounting Oversight Board (United States).  Those standards require
        that we plan and perform the audit to obtain reasonable assurance about whether
        the financial statements are free of material misstatement.  The
        Company is not required to have, nor 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 financial position of 1-900 Jackpot, Inc.(a development
        stage company) as of August 31, 2007 and 2006 and the results of its operations
        and its cash flows for each of the two years ended August 31, 2007
        and  2006 and the cumulative since September 1, 2001 to August 31,
        2007 in conformity with accounting principles generally accepted in the United
        States of America.
 
  F
            -
            1
  The
        accompanying financial statements have been prepared assuming that the Company
        will continue as a going concern. As discussed in Note 1 to the financial
        statements, as of August 31, 2007, the Company has no source of revenue,
        has
        suffered recurring losses from operations, has a deficit accumulated during
        development stage and requires additional financing in order to finance its
        business activities on an ongoing basis that raise substantial doubt about
        its
        ability to continue as a going concern.  Management’s plans in regard
        to these matters are also described in Note 1.  The financial
        statements do not include any adjustments that might result from the outcome
        of
        this uncertainty.
 
 
 /S/
                  Robison, Hill & Co.Certified
                  Public Accountants
 
 Salt
        Lake
        City, Utah
 December
        13, 2007
  F
            -
            2






**1-900
                  JACKPOT, INC.****(A
                  Development Stage Company)****BALANCE
                  SHEETS****August,
                  31****2007**
              
              
              2006ASSETSCurrent
                  Assets:Cash
                  and Cash Equivalents
              
              **$**
              **715,827**
              
              
              $
              861,328Marketable
                  securities
              
              ****
              **289,431**
              
              
              
              597,294Prepaid
                  expenses
              
              ****
              **6,446**
              
              
              
              6,177Withholding
                  taxes
              
              ****
              **-**
              
              
              
              5,074Total
                  Current Assets
              
              ****
              **1,011,704**
              
              
              
              1,469,873Other
                  Assets:Intangible
                  Assets
              
              ****
              **1**
              
              
              
              10,000Total
                  Other Assets
              
              ****
              **1**
              
              
              
              10,000Total
                  Assets
              
              **$**
              **1,011,705**
              
              
              $
              1,479,873LIABILITIES
                  AND STOCKHOLDERS' EQUITYCurrent
                  Liabilities:Accounts
                  payable
              
              **$**
              **10,300**
              
              
              $
              584Total
                  Current Liabilities
              
              ****
              **10,300**
              
              
              
              584Total
                  Liabilities
              
              ****
              **10,300**
              
              
              
              584Stockholders'
                  Equity:Preferred
                  Stock, Par Value $.001,Authorized
                  1,000,000 shares, Issued 0
              
              ****
              **-**
              
              
              
              -Common
                  Stock, Par Value $.001,Authorized
                  400,000,000 shares,Issued
                  155,858,285 at August 31, 2007 and 2006
              
              ****
              **155,858**
              
              
              
              155,858Paid-in
                  Capital
              
              ****
              **4,506,878**
              
              
              
              4,504,557Cumulative
                  Other Comprehensive Income
              
              ****
              **(385,602**
              **)**
              
              
              (77,739
              )Retained
                  Deficit
              
              ****
              **(5,912**
              **)**
              
              
              (5,912
              )Deficit
                  Accumulated During the Development Stage
              
              ****
              **(3,269,817**
              **)**
              
              
              (3,097,475
              )Total
                  Stockholders' Equity
              
              ****
              **1,001,405**
              
              
              
              1,479,289Total
                  Liabilities and Stockholders' Equity
              
              **$**
              **1,011,705**
              
              
              $
              1,479,873The
                  accompanying notes are an integral part of these financial
                  statements.
  F
            -
            3


**1-900
                  JACKPOT, INC.****(A
                  Development Stage Company)****STATEMENTS
                  OF OPERATIONS**CumulativeSinceSeptember
                  1,2001**For
                  the Year Ended**
              
              
              Inception
                  of**August,
                  31**
              
              
              Development**2007**
              
              
              2006
              
              
              StageRevenues
              
              **$**
              **-**
              
              
              $
              -
              
              
              $
              -ExpensesGeneral
                  and administrative
              
              ****
              **258,178**
              
              
              
              234,674
              
              
              
              493,309Net
                  Operating Loss
              
              ****
              **(258,178**
              **)**
              
              
              (234,674
              )
              
              
              (493,309
              )Other
                  Income (Expenses)Interest
                  Income
              
              ****
              **33,531**
              
              
              
              17,257
              
              
              
              50,788Interest
                  Expense
              
              ****
              **-**
              
              
              
              (4
              )
              
              
              (4
              )Dividend
                  Income
              
              ****
              **62,304**
              
              
              
              33,827
              
              
              
              96,131Gain
                  on sale of investment
              
              ****
              **-**
              
              
              
              3,221
              
              
              
              3,221Impairment
                  loss on intangible assets
              
              ****
              **(9,999**
              **)**
              
              
              -
              
              
              
              (9,999
              )Net
                  Other Income
              
              ****
              **85,836**
              
              
              
              54,301
              
              
              
              140,137Net
                  Loss from Continuing Operations
              
              ****
              **(172,342**
              **)**
              
              
              (180,373
              )
              
              
              (353,172
              )Discontinued
                  OperationsLoss
                  on Sales of Subsidiary
              
              ****
              **-**
              
              
              
              -
              
              
              
              (2,916,645
              )Net
                  Loss
              
              **$**
              **(172,342**
              **)**
              
              $
              (180,373
              )
              
              $
              (3,269,817
              )Other
                  Comprehensive LossUnrealized
                  Loss on available for sale securities
              
              ****
              **(307,863**
              **)**
              
              
              (83,989
              )
              
              
              (391,852
              )Total
                  Comprehensive Loss
              
              **$**
              **(480,205**
              **)**
              
              $
              (264,362
              )
              
              $
              (3,661,669
              )Net
                  Loss Available to Shareholder
              
              **$**
              **(172,342**
              **)**
              
              $
              (180,373
              )Basic
                  & Diluted Loss per Share
              
              **$**
              **(0.00**
              **)**
              
              $
              (0.00
              )Weighted
                  Average Shares Outstanding
              
              ****
              **155,858,285**
              
              
              
              77,216,909The
                  accompanying notes are an integral part of these financial
                  statements.


F
            -
            4





**1-900
                JACKPOT, INC.****(A
                Development Stage Company)****STATEMENT
                OF STOCKHOLDERS' EQUITY****SINCE
                APRIL 2, 1998 TO AUGUST 31, 2007**DeficitAccumulatedCumulative
            
            
            SinceOther
            
            
            April
                2,
            
            
            TotalCommon
                Stock
            
            
            
            
            
            Paid-in
            
            
            Retained
            
            
            Comprehensive
            
            
            1998
            
            
            Stockholders'Shares
            
            
            Par
                Value
            
            
            Capital
            
            
            Deficit
            
            
            Income
            
            
            Inception
            
            
            EquityBalance
                at April 2, 1998
            
            
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Issuance
                of Common Stock
            
            
            1,195,454
            
            
            
            1,195
            
            
            
            757,563
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            758,758Net
                Loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Balance
                at August 31, 1998 as originally reported
            
            
            1,195,454
            
            
            
            1,195
            
            
            
            757,563
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            758,758February
                10, 2006, 1:74 Reverse Split
            
            
            (1,179,247
            )
            
            
            (1,179
            )
            
            
            1,179
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -June
                30, 2007 - 11:1 Forward Split
            
            
            162,070
            
            
            
            162
            
            
            
            (162
            )
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Restated
                Balance at August 31, 1998
            
            
            178,277
            
            
            
            178
            
            
            
            758,580
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            758,758Issuance
                of Common Stock
            
            
            240,515
            
            
            
            241
            
            
            
            708,610
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            708,851Net
                loss
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Balance
                at August 31, 1999
            
            
            418,792
            
            
            
            419
            
            
            
            1,467,190
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            1,467,609Issuance
                of Common Stock
            
            
            195,822
            
            
            
            196
            
            
            
            1,046,692
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            1,046,888Net
                Loss
            
            
            
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -Balance
                at August 31, 2000
            
            
            614,614
            
            
            
            615
            
            
            
            2,513,882
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            2,514,497Issuance
                of Common Stock
            
            
            17,490
            
            
            
            17
            
            
            
            401,793
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            401,810Net
                Loss
            
            
            
            
            
            
            -
            
            
            
            -
            
            
            
            (5,912
            )
            
            
            -
            
            
            
            -
            
            
            
            (5,912
            )Currency
                Tanslation
            
            
            
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            6,250
            
            
            
            -
            
            
            
            6,250Balance
                at August 31, 2001
            
            
            632,104
            
            
            
            632
            
            
            
            2,915,675
            
            
            
            (5,912
            )
            
            
            6,250
            
            
            
            -
            
            
            
            2,916,645





F
            -
            5


**1-900
                  JACKPOT, INC.****(A
                  Development Stage Company)****STATEMENT
                  OF STOCKHOLDERS' EQUITY****SINCE
                  APRIL 2, 1998 TO AUGUST 31, 2007****(Continued)**DeficitAccumulatedCumulative
              
              
              SinceOther
              
              
              April
                  2,
              
              
              TotalCommon
                  Stock
              
              
              
              
              
              Paid-in
              
              
              Retained
              
              
              Comprehensive
              
              
              1998
              
              
              Stockholders'Shares
              
              
              Par
                  Value
              
              
              Capital
              
              
              Deficit
              
              
              Income
              
              
              Inception
              
              
              EquityNet
                  Loss
              
              
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (2,916,645
              )
              
              
              (2,916,645
              )Balance
                  at August 31, 2002
              
              
              632,104
              
              
              
              632
              
              
              
              2,915,675
              
              
              
              (5,912
              )
              
              
              6,250
              
              
              
              (2,916,645
              )
              
              
              -Net
                  Loss
              
              
              
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Balance
                  at August 31, 2003
              
              
              632,104
              
              
              
              632
              
              
              
              2,915,675
              
              
              
              (5,912
              )
              
              
              6,250
              
              
              
              (2,916,645
              )
              
              
              -Net
                  Loss
              
              
              
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Balance
                  at August 31, 2004
              
              
              632,104
              
              
              
              632
              
              
              
              2,915,675
              
              
              
              (5,912
              )
              
              
              6,250
              
              
              
              (2,916,645
              )
              
              
              -Net
                  Loss
              
              
              
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (457
              )
              
              
              (457
              )Balance
                  at August 31, 2005
              
              
              632,104
              
              
              
              632
              
              
              
              2,915,675
              
              
              
              (5,912
              )
              
              
              6,250
              
              
              
              (2,917,102
              )
              
              
              (457
              )Shares
                  issued for payment of loan
              
              
              22,297,297
              
              
              
              22,297
              
              
              
              127,703
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              150,000Shares
                  issued for intangible asset
              
              
              110,000,000
              
              
              
              110,000
              
              
              
              (100,000
              )
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              10,000Shares
                  issued for payment of loan
              
              
              22,928,884
              
              
              
              22,929
              
              
              
              1,561,179
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              1,584,108Net
                  Loss
              
              
              
              
              
              
              -
              
              
              
              
              
              
              
              -
              
              
              
              -
              
              
              
              (180,373
              )
              
              
              (180,373
              )Unrealized
                  Loss on available-for-sale securities
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (83,989
              )
              
              
              -
              
              
              
              (83,989
              )Balance
                  at August 31, 2006
              
              
              155,858,285
              
              
              
              155,858
              
              
              
              4,504,557
              
              
              
              (5,912
              )
              
              
              (77,739
              )
              
              
              (3,097,475
              )
              
              
              1,479,289Gain
                  on sale of treasury stock
              
              
              -
              
              
              
              -
              
              
              
              2,321
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              2,321Net
                  Loss
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              (172,342
              )
              
              
              (172,342
              )Unrealized
                  Loss on available-for-sale securities
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (307,863
              )
              
              
              -
              
              
              
              (307,863
              )**Balance
                  at August 31, 2007**
              
              ****
              **155,858,285**
              
              
              **$**
              **155,858**
              
              
              **$**
              **4,506,878**
              
              
              **$**
              **(5,912**
              **)**
              
              **$**
              **(385,602**
              **)**
              
              **$**
              **(3,269,817**
              **)**
              
              **$**
              **1,001,405**The
                  accompanying notes are an integral part of these financial
                  statements.





F
            -
            6




**1-900
                  JACKPOT, INC.****(A
                  Development Stage Company)****STATEMENTS
                  OF CASH FLOWS**CumulativeSinceSeptember
                  1,2001**For
                  the Year Ended**
              
              
              Inception
                  of**August,
                  31**
              
              
              Development**2007**
              
              
              2006
              
              
              StageCASH
                  FLOWS FROM OPERATING ACTIVITIES:Net
                  Loss per the period
              
              **$**
              **(172,342**
              **)**
              
              $
              (180,373
              )
              
              $
              (3,269,817
              )Adjustments
                  to reconcile net loss to net cash fromoperating
                  activites:Gain
                  on sale of investments
              
              ****
              **-**
              
              
              
              (3,221
              )
              
              
              (3,221
              )Impairment
                  loss on intangible assets
              
              ****
              **9,999**
              
              
              
              -
              
              
              
              9,999Increase
                  (Decrease) in accounts payable
              
              ****
              **9,716**
              
              
              
              127
              
              
              
              10,300(Increase)
                  Decrease in prepaid expenses
              
              ****
              **(269**
              **)**
              
              
              (6,177
              )
              
              
              (6,446
              )(Increase)
                  Decrease in withholding taxes
              
              ****
              **5,074**
              
              
              
              (5,074
              )
              
              
              -Net
                  Loss from Discontinued Operations
              
              ****
              **-**
              
              
              
              -
              
              
              
              2,916,645Net
                  Cash Used on Operating Activities
              
              ****
              **(147,822**
              **)**
              
              
              (194,718
              )
              
              
              (342,540
              )CASH
                  FLOWS FROM INVESTING ACTIVITIES:Purchase
                  of Available-for-Sale Securities
              
              ****
              **-**
              
              
              
              (720,977
              )
              
              
              (720,977
              )Sale
                  of Available-for-Sale Securities
              
              ****
              **-**
              
              
              
              42,915
              
              
              
              42,915Net
                  Cash Provided by Investing Activities
              
              ****
              **-**
              
              
              
              (678,062
              )
              
              
              (678,062
              )CASH
                  FLOWS FROM FINANCING ACTIVITIES:Purchase
                  of treasury stock
              
              ****
              **(162,477**
              **)**
              
              
              -
              
              
              
              (162,477
              )Proceeds
                  from sale of treasury stock
              
              ****
              **164,798**
              
              
              
              -
              
              
              
              164,798Proceeds
                  from Loans
              
              ****
              **-**
              
              
              
              1,734,108
              
              
              
              1,734,108Net
                  Cash Provided by Financing Activities
              
              ****
              **2,321**
              
              
              
              1,734,108
              
              
              
              1,736,429Net
                  (Decrease) Increase in Cash and Cash Equivalents
              
              ****
              **(145,501**
              **)**
              
              
              861,328
              
              
              
              715,827Cash
                  and Cash Equivalents at Beginning of Period
              
              ****
              **861,328**
              
              
              
              -
              
              
              
              -Cash
                  and Cash Equivalents at end of Period
              
              **$**
              **715,827**
              
              
              $
              861,328
              
              
              $
              715,827SUPPLEMENTAL
                  DISCLOSURE OF CASH FLOW INFORMATION:Cash
                  paid during the year for:Interest
              
              $
              -
              
              
              $
              4
              
              
              $
              4Franchise
                  and Income Taxes
              
              $
              -
              
              
              $
              -
              
              
              $
              -SUPPLEMENTAL
                  DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:Stock
                  issued for Payment on Loan
              
              $
              -
              
              
              $
              1,734,108
              
              
              $
              1,734,108Issued
                  Common Stock for Intangible Asset
              
              $
              -
              
              
              $
              10,000
              
              
              $
              10,000The
                  accompanying notes are an integral part of these financial
                  statements.


F
            -
            7
 1-900
              JACKPOT, INC.
 (A
              Development Stage Company)
 NOTES
              TO
              FINANCIAL
              STATEMENTS
  NOTE
        1 -
        ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 This
        summary of accounting policies for 1-900 Jackpot, Inc. (a development stage
        company) is presented to assist in understanding the Company's financial
        statements. The accounting policies conform to generally accepted accounting
        principles and have been consistently applied in the preparation of the
        financial statements.
 
 Going
        Concern
 
 The
        accompanying financial statements have been prepared on the basis of accounting
        principles applicable to a "going concern", which assume that the Company
        will
        continue in operation for at least one year and will be able to realize its
        assets and discharge its liabilities in the normal course of
        operations.
 
 Several
        conditions and events cast doubt about the Company's ability to continue
        as a
        "going concern".  The Company has no source of revenue, has suffered
        recurring losses from operations, has a deficit accumulated during the
        development stage and requires additional financing in order to finance its
        business activities on an ongoing basis.  The Company is actively
        pursuing alternative financing and has had discussions with various third
        parties, although no firm commitments have been obtained.  In the
        interim, shareholders of the Company have committed to meeting its minimal
        operating expenses.
 
 The
        Company's future capital requirements will depend on numerous factors including,
        but not limited to, the Company receiving continued financial support,
        completing public equity financing, or generating profitable operations in
        the
        future.
 
 These
        financial statements do not reflect adjustments that would be necessary if
        the
        Company were unable to continue as a "going concern".  While
        management believes that the actions already taken or planned, will mitigate
        the
        adverse conditions and events which raise doubt about the validity of the
        "going
        concern" assumption used in preparing these financial  statements,
        there can be no assurance that these actions will be successful.
 
 If
        the
        Company were unable to continue as a "going concern", then substantial
        adjustments would be necessary to the carrying values of assets, the reported
        amounts of its liabilities, the reported expenses, and the balance sheet
        classifications used.
 
  F
            -
            8
 1-900
              JACKPOT, INC.
 (A
              Development Stage Company)
 NOTES
              TO
              FINANCIAL
              STATEMENTS
  NOTE
        1 -
        ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (Continued)
 
 Organization
        and Basis of Presentation
 
 The
        Company was incorporated under the laws of the State of Nevada on August
        20,
        1999. On August 20, 1999, the shareholders of the Company entered into an
        agreement to transfer all of their shares in Pultronex Corporation of Alberta
        to
        Pultronex Corporation of Nevada in exchange for shares of Pultronex Corporation
        of Nevada.  As a result of that exchange, Pultronex Corporation of
        Alberta became a wholly owned subsidiary of Pultronex Corporation of Nevada.
        For
        financial statement purposes, the Company is considered to be a continuation
        of
        Pultronex Corporation of Alberta.  On September 1, 2001, the Company
        disposed of Pultronex Corporation of Alberta and reentered the development
        stage.
 
 On
        July
        12, 2005, Pultronex Corporation changed its name to 1-900 Jackpot,
        Inc.
 
 Nature
        of
        Business
 
 The
        Company has no products or services as of August 31, 2007. The Company was
        organized as a vehicle to seek merger or acquisition candidates. The Company
        intends to acquire interests in various business opportunities, which in
        the
        opinion of management will provide a profit to the Company.
 
 The
        Company has acquired certain Intellectual Lottery Product assets in exchange
        for
        stock.  The Company intends to license these products to various
        government-run lotteries and private and public companies that are seeking
        new
        products for their operations.
 
 Cash
        and
        Cash Equivalents
 
 For
        purposes of the statement of cash flows, the Company considers all highly
        liquid
        debt instruments purchased with a maturity of 90 days or less to be cash
        equivalents to the extent the funds are not being held for investment
        purposes.
 
 Loss
        per
        Share
 
 Basic
        earnings (loss) per share has been computed by dividing the income (loss)
        for
        the year applicable to the common stockholders by the weighted average number
        of
        common shares outstanding during the years. There were no common stock
        equivalents outstanding as of August 31, 2007 and 2006.
  F
            -
            9
 1-900
              JACKPOT, INC.
 (A
              Development Stage Company)
 NOTES
              TO
              FINANCIAL
              STATEMENTS
  NOTE
        1 -
        ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (Continued)
 
 Pervasiveness
        of Estimates
 
 The
        preparation of financial statements in conformity with generally accepted
        accounting principles required management to make estimates and assumptions
        that
        affect the reported amounts of assets and liabilities and disclosure 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 those estimates.
 
 Concentration
        of Credit Risk
 
 The
        Company has no significant off-balance-sheet concentrations of credit risk
        such
        as foreign exchange contracts, options contracts or other foreign hedging
        arrangements.  The Company maintains the majority of its cash balances
        with one financial institution, in the form of marketable
        securities.  At times, such investments may be in excess of any
        insurance limit.
 
 Foreign
        Currency Translation
 
 The
        Company’s functional currency is the U.S. dollar and the reporting currency is
        the U.S. dollar.  Monetary assets and liabilities resulting from
        transactions with foreign suppliers and customers are translated at year
        end
        exchange rates while income and expense accounts are translated at average
        rates
        in effect during the year.  Gains and losses on translations are
        included in income.
 
 Income
        Taxes
 
 The
        Company accounts for income taxes under the provisions of SFAS No. 109,
“Accounting for Income Taxes.”  SFAS No.109 requires recognition of
        deferred income tax assets and liabilities for the expected future income
        tax
        consequences, based on enacted tax laws, of temporary differences between
        the
        financial reporting and tax bases of assets and liabilities.
 
 Reclassifications
 
 Certain
        reclassifications have been made in the 2006 financial statements to conform
        with the 2007 presentation.
 
  F
            -
            10
 1-900
              JACKPOT, INC.
 (A
              Development Stage Company)
 NOTES
              TO
              FINANCIAL
              STATEMENTS
  NOTE
        1 -
        ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (Continued)
 
 Intangible
        Assets
 
 The
        Company has adopted the Financial  Accounting  Standards
        Board SFAS No. 142, "Goodwill and Other Intangible Assets" SFAS 142 requires,
        among other things, that companies no longer amortize goodwill, but instead
        test
        goodwill for impairment at least annually.  In addition, SFAS 142
        requires that the Company identify reporting units for the purposes of assessing
        potential future impairments of goodwill, reassess the useful lives of other
        existing recognized intangible assets, and cease amortization of intangible
        assets with an indefinite useful life.  An intangible asset with an
        indefinite useful life should be tested for impairment in accordance with
        the
        guidance of SFAS 142.
 
 August
                  31,Intangible
                  Asset
              
              2007
              
              
              2006
              
              Amortization
                  PeriodLottery
                  Assets
              
              $
              1
              
              
              $
              10,000
              
              IndefiniteTotal
              
              $
              1
              
              
              $
              10,000
 
 Recent
        Accounting Standards
 
 In
        June,
        2006 the FASB issued FIN 48, "Accounting for Uncertainty in Income Taxes--an
        interpretation of FASB Statement No. 109".  This Interpretation
        clarifies, among other things, the accounting for uncertainty in income taxes
        recognized in an enterprise's financial statements in accordance with FASB
        Statement No. 109, Accounting for Income Taxes.  This Interpretation
        prescribes a recognition threshold and measurement attribute for the financial
        statement recognition and measurement of a tax position taken or expected
        to be
        taken in a tax return.  This Interpretation also provides guidance on
        de-recognition, classification, interest and penalties, accounting in interim
        periods, disclosure, and transition is effective for fiscal years beginning
        after December 15, 2006.  Earlier application is encouraged if the
        enterprise has not yet issued financial statements, including interim financial
        statements, in the period the Interpretation is adopted.  This
        statement is not expected to have any material effect on our financial
        statements.
 
 In
        September 2006, the FASB issued SFAS No. 157, “Accounting for Fair Value
        Measurements."  SFAS No. 157 defines fair value, and establishes a
        framework for measuring fair value in generally accepted accounting principles
        and expands disclosure about fair value measurements.  SFAS No. 157 is
        effective for the Company for financial statements issued subsequent to November
        15, 2007.  The Company does not expect the new standard to have any
        material impact on the financial position and results of
        operations.
 
  F
            -
            11
 1-900
              JACKPOT, INC.
 (A
              Development Stage Company)
 NOTES
              TO
              FINANCIAL
              STATEMENTS
  NOTE
        1 -
        ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
        (Continued)
 
 In
        February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
        Financial Assets and Financial Liabilities" ("SFAS 159"). SFAS 159 provides
        companies with an option to report selected financial assets and liabilities
        at
        fair value. The objective of SFAS 159 is to reduce both complexity in accounting
        for financial instruments and the volatility in earnings caused by measuring
        related assets and liabilities differently. Generally accepted accounting
        principles have required different measurement attributes for different assets
        and liabilities that can create artificial volatility in earnings. The FASB
        has
        indicated it believes that SFAS 159 helps to mitigate this type of
        accounting-induced volatility by enabling companies to report related assets
        and
        liabilities at fair value, which would likely reduce the need for companies
        to
        comply with detailed rules for hedge accounting. SFAS 159 also establishes
        presentation and disclosure requirements designed to facilitate comparisons
        between companies that choose different measurement attributes for similar
        types
        of assets and liabilities.  SFAS 159 does not eliminate disclosure
        requirements included in other accounting standards, including requirements
        for
        disclosures about fair value measurements included in SFAS 157 and SFAS No.
        107,
        "Disclosures about Fair Value of Financial Instruments." SFAS 159 is effective
        for the Company as of the beginning of fiscal year 2008. The adoption of
        this
        pronouncement is not expected to have an impact on the Company's financial
        position, results of operations or cash flows.
 
 Fair
        Value of Financial Instruments
 
 The
        carrying value of the Company’s financial instruments, including cash and
        accounts payable at August 31, 2007 approximates their fair values. The carrying
        values of marketable securities available for sale are based on quoted market
        prices.
 
  F
            -
            12
 1-900
              JACKPOT, INC.
 (A
              Development Stage Company)
 NOTES
              TO
              FINANCIAL
              STATEMENTS
  NOTE
        2 -
        INCOME TAXES
 
 As
        of
        August 31, 2007, the Company had a net operating loss carry-forward for income
        tax reporting purposes of approximately $3,170,000 that may be offset against
        future taxable income through 2026.  Current tax laws limit the amount
        of loss available to be offset against future taxable income when a substantial
        change in ownership occurs.  Therefore, the amount available to offset
        future taxable income may be limited. No tax benefit has been reported in
        the
        financial statements, because the Company believes there is a 50% or greater
        chance the carryforwards will expire unused.  Accordingly, the
        potential tax benefits of the loss carryforwards are offset by a valuation
        allowance of the same amount.
 
 The
        Company has the following tax assets:
 2007
              
              
              2006Net
                  Operating Losses
              
              $
              1,078,000
              
              
              $
              1,020,000Valuation
                  Allowance
              
              
              (1,078,000
              )
              
              
              (1,020,000
              )$
              -
              
              
              $
              -
 
 The
        provision for income taxes differs from the amount computed using the federal
        US
        statutory income tax rate as follows:
 
 2007
              
              
              2006Provision
                  (Benefit) at US Statutory Rate
              
              $
              (58,000
              )
              
              $
              (61,000
              )Increase
                  (Decrease) in Valuation Allowance
              
              
              58,000
              
              
              
              61,000$
              -
              
              
              $
              -
 
 The
        Company evaluates its valuation allowance requirements based on projected
        future
        operations.  When circumstances change and causes a change in
        management's judgement about the recoverability of deferred tax assets, the
        impact of the change on the valuation is reflected in current
        income.
 
 NOTE
        3 -
        DEVELOPMENT STAGE COMPANY
 
 The
        Company has not begun principal operations and as is common with a development
        stage company, the Company has had recurring losses during its development
        stage.
 
 NOTE
        4 -
        COMMITMENTS
 
 As
        of
        August  31, 2007, all activities of the Company have been conducted by
        corporate officers from either their homes or business
        offices.  Currently, there are no outstanding debts owed by the
        company for the use of these facilities and there are no commitments for
        future
        use of the facilities.
 
  F
            -
            13
 1-900
              JACKPOT, INC.
 (A
              Development Stage Company)
 NOTES
              TO
              FINANCIAL
              STATEMENTS
  NOTE
        5-
        COMMON STOCK TRANSACTIONS
 
 On
        November 16, 2005, the company issued 22,297,297 shares of common stock to
        Fletcher & Associates for payment on a loan of $150,000.
 
 On
        February 10, 2006 the Board of Directors authorized a 1-for-74 reverse split
        of
        all of the issued and outstanding shares of common stock.  The stock
        split decreased the number of outstanding common shares from 154,248,115
        to
        2,084,491 as of February 28, 2006.  All references to the company's
        common stock in the financial statements have been restated to reflect the
        stock
        split.
 
 On
        March
        21, 2006 the Company acquired certain Intellectual Lottery Product assets
        for
        $10,000 from Umbrella Asset Management Inc, in exchange of the issuance of
        110,000,000 shares of common stock.
 
 On
        March
        27, 2006 the Company issued 22,928,884 common shares to Umbrella Asset
        Management Inc. as payment of a loan of $1,584,108.
 
 On
        June
        30, 2007, the Company authorized an increase in its common shares from
        200,000,000 to 400,000,000 shares.  The increase in authorized common
        shares was effective upon a filing of a Certificate of Change with the Nevada
        Secretary of State.
 
 On
        June
        30, 2007, the Company authorized an eleven-for-one forward split of its common
        shares that provides for the issuance of 10 additional shares of its common
        stock for each common share held, to be payable to its common shareholders
        of
        record as of the close of trading on July 31, 2007.  The par value of
        the Company's common shares remained unchanged.  The result of this
        forward split increased the number of outstanding common shares to
        155,858,285.  All references to the company's common stock in the
        financial statements have been restated to reflect the stock split.
 
  F
            -
            14
 1-900
              JACKPOT, INC.
 (A
              Development Stage Company)
 NOTES
              TO
              FINANCIAL
              STATEMENTS
  NOTE
        6-
        INVESTMENTS
 
 Available-for-Sale
        Securities
 
 The
        Company's securities investment that are bought are held for an indefinite
        period of time and are classified as available-for-sale
        securities.  Available securities are recorded at fair value on the
        balance sheet in current assets, with the change in fair value during the
        period
        excluded from earnings and recorded net of tax as a component of other
        comprehensive income.
 
 Investments
        in securities are summarized as follows:
 August
                  31, 2007Gross
                  Unrealized Gain
              
              
              Gross
                  Unrealized Loss
              
              
              Fair
                  ValueAvailable-for-sale
                  securities
              
              $
              -
              
              
              $
              307,863
              
              
              $
              289,431August
                  31, 2006Gross
                  Unrealized Gain
              
              
              Gross
                  Unrealized Loss
              
              
              Fair
                  ValueAvailable-for-sale
                  securities
              
              $
              -
              
              
              $
              83,989
              
              
              $
              597,294
 
 Realized
        Gains and losses are determined on the basis of specific
        identification.  During the  years ended August 31, 2007 and
        2006, sales proceeds and gross realized gains and losses on securities
        classified as available-for-sale securities were:
 For
                  the Year EndedAugust
                  31,2007
              
              
              2006Sale
                  Proceeds
              
              $
              -
              
              
              $
              42,915Gross
                  Realized Losses
              
              $
              -
              
              
              $
              -Gross
                  Realized Gains
              
              $
              -
              
              
              $
              3,221
 
 NOTE
        7-
        RELATED PARTY TRANSACTIONS
 
 During
        2006, the Company engaged a Company to manage its Internet and Web Site
        services.  This Company employs Mr. Justin Fisher who is the son of
        1-900 Jackpot, Inc.'s CEO.  The total of the services purchased during
        the years ended August 31, 2007 and 2006 was $10,000 and $7,500,
        respectively.
  F
            -
            15


**SIGNATURES**





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








1-900
                JACKPOT, INC.Date:  December
                13, 2007
            By: 
                /s/
                Brian FisherBrian
                Fisher, CEO and President





In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the Registrant and in the capacities and on
      the
      dates indicated.





Date:  December
                13, 2007
            By:  /s/
                Brian FisherBrian
                Fisher, CEO, CFO and Director