UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549




FORM
20-F





o
            REGISTRATION
      STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT
      OF 1934




x
            ANNUAL REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934For the
      fiscal year ended   September
      30, 2008




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





o
            SHELL COMPANY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





Commission
      file number  000-29320




GAMECORP
LTD.


(formerly
Eiger Technology, Inc.)


(Exact name of
Registrant as specified in its charter)




Ontario,
      Canada
            
            144 Front
      Street West, Suite 700
              Toronto,
      Ontario M5J 2L7(Jurisdiction
      of incorporation or organization)
            
            (Address of
      principal executive offices)





Gary Hokkanen,
gnh@gamecorp.com,
(416) 477-5656


144 Front Street West, Suite
700, Toronto, Ontario M5J 2L7,


(Name, telephone,
email, and address of Company Contact Person)




Securities
registered or to be registered pursuant to Section 12(b) of the Act:
None




Securities
registered or to be registered pursuant to Section 12(g) of the
Act:





Common Shares, without par
value


(Title of
Class)





Securities for
which there is a reporting obligation pursuant to Section 15(d) of the Act:
None




Indicate the number
of outstanding shares of each of the Issuer’s classes of capital or common stock
as of September 30, 2008:


4,226,093 Common
Shares without par value




Indicate by check
mark if the registrant is a well-known seasoned issuer, as defined in Rule 405
of the Securities Act.


o
    Yes
            x No





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





x 
      Yes
            o No




Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer,
or a non-accelerated filer. See definition of “accelerated filer” and “large
accelerated filer” in Rule 12b-2 of the Exchange Act




Large
      accelerated filer o
            Accelerated
      filer o
            Non-accelerated
      filer x




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




U.S. GAAP
      o
            International
      Reporting Standards as issued
              by the
      International Accounting Standards Board o
            Other x





If “Other” has been
checked in response to the previous questions, indicate by check mark which
financial statement item the registrant has elected to follow.


o Item
      17
            x Item
      18





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


o
    Yes
            x No








FORWARD LOOKING
STATEMENTS





Forward-Looking Information is Subject
to Risk and Uncertainty.  This report contains certain
“forward-looking statements” within the meaning of the U.S. Private Securities
Litigation Reform Act of 1995. When used in this report, the words "estimate,"
"project," "intend," "expect," “anticipate” and similar expressions are intended
to identify forward-looking statements. Readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of the date of
this report. These statements are subject to risks and uncertainties that could
cause actual results to differ materially from those contemplated in such
forward-looking statements. Such risks and uncertainties include, but are not
limited to, those identified under the subheading “Risk Factors” in Item 3
hereof.








GLOSSARY




The following is a glossary of some
terms that appear in the discussion of the business of Gamecorp Ltd. (“the
Company”) as contained in this Annual Report.




“Interamerican”
            InteramericanGaming, Inc. (formerly Racino
      Royale Inc.), an entity in which the Company has an
      investment.Interamericanis developing Latin American
      gaming opportunities through its subsidiariesInteramericanOperations, Inc. and IAG Peru
      S.A.C.“Gate To
    Wire”
            Gate To Wire Solutions
      Inc.(formerly
      TrackPower, Inc.), an
      entity in which the Company has an investment.  Gate To Wire’s
      focus is on distributing live horseracing signals in Latin
      America.“Baymount”
            Baymount Inc.,an entity in which the Company has
      an investment.  Baymount is redeveloping a horseracing entity in
      Canada.“Newlook”
            Newlook Industries Corp., an
      entity in which the Company has an investment. Newlook invests in wireless
      ventures.“Wireless
    Age”
            Wireless Age Communications, Inc.,
      a majority owned subsidiary of Newlook.











TABLE OF CONTENTS

















PART IItem
      1.
            Identity of
      Directors, Senior Management and Advisers
            4Item 2.
            Offer
      Statistics and Expected Timetable
            4Item 3.
            Key
      Information
            4Item 4.
            Information
      on the Company
            7Item 5.
            Operating and
      Financial Review and Prospects
            11Item 6.
            Directors,
      Senior Management and Employees
            16Item 7.
            Major
      Shareholders and Related Party Transactions
            19Item 8.
            Financial
      Information
            20Item 9.
            The Offer and
      Listing.
            22Item 10.
            Additional
      Information.
            23Item 11.
            Quantitative
      and Qualitative Disclosures About Market Risk.
            28Item 12.
            Description
      of Securities other than Equity Securities.
            28PART IIItem 13.
            Defaults,
      Dividend Arrearages and Delinquencies.
            29Item 14.
            Material
      Modifications to the Rights of Security Holders and Use of
      Proceeds.
            29Item 15T.
            Controls and
      Procedures.
            29Item 16.
            [Reserved]
            30Item 16A.
            Audit
      committee financial expert.
            30Item 16B.
            Code of
      Ethics.
            30Item 16C.
            Principal
      Accountant Fees and Services Item 16.D.Exemptions from the Listing
      Standards for Audit Committees
            30Item 16E.
            Purchases of
      Equity Securities by the Issuer and Affiliated
      Purchasers
            30Item 16F.
            Change in
      Registrant’s Certifying Accountant
            30PART IIIItem 17.
            Financial
      Statements.
            30Item 18.
            Financial
      Statements.
            31Item19.
            Exhibits.
            3131SIGNATURES
            32











3


PART I




Item 1. Identity of Directors, Senior
Management and Advisers





Not Applicable.





Item 2. Offer Statistics and Expected
Timetable





Not Applicable.





Item 3. Key
Information





A.Selected
      financial data.





The selected consolidated financial
information set out below has been obtained from financial statements that
reflect the Company’s business operations.  The financial statements
have been prepared in accordance with accounting principles generally accepted
in Canada. For reconciliation to US GAAP refer to Note
18of the attached audited
statements. The following table summarizes information pertaining to operations
of the Company for the last five years ended September 30,
2008.





2008**
                
                
                2007
                
                
                2006*
                
                
                2005*
                  Restated
                
                
                2004
                  RestatedWorking
    Capital
                
                $
                (614,000
                )
                
                $
                (2,193,000
                )
                
                $
                (1,829,000
                )
                
                $
                (1,751,000
                )
                
                $
                (3,277,000
                )Revenue
                
                $
                311,000
                
                
                $
                47,000
                
                
                $
                130,000
                
                
                $
                -
                
                
                $
                5,735,000Earnings (Loss)
      fromContinuing
      Operations:
                
                $
                2,383,000
                
                
                $
                (877,000
                )
                
                $
                506,000
                
                
                $
                (703,000
                )
                
                $
                (3,006,000
                )Earnings (Loss)
      fromDiscontinued
      Operations:
                
                $
                445,000
                
                
                $
                (979,000
                )
                
                $
                (414,000
                )
                
                $
                453,000
                
                
                $
                (3,000,000
                )Net Earnings
      (Loss):
                
                $
                2,828,000
                
                
                $
                (1,856,000
                )
                
                $
                92,000
                
                
                $
                (250,000
                )
                
                $
                (6,006,000
                )Earnings (Loss) per share
      fromContinuing
      Operations:
                
                $
                0.56
                
                
                $
                (0.022
                )
                
                $
                0.013
                
                
                $
                (0.018
                )
                
                $
                (0.08)Earnings (Loss)  per
      share fromDiscontinued
      Operations:
                
                $
                0.11
                
                
                $
                (0.024
                )
                
                $
                (0.011
                )
                
                $
                0.012
                
                
                $
                (0.08)Earnings (Loss) per
      Share:
                
                $
                0.67
                
                
                $
                (0.046
                )
                
                $
                0.002
                
                
                $
                (0.006
                )
                
                $
                (0.16
                )Total
    Assets:
                
                $
                2,801,000
                
                
                $
                3,869,000
                
                
                $
                2,901,000
                
                
                $
                1,932,000
                
                
                $
                7,287,000Shareholders’ Equity
      (Deficit)
                
                $
                1,951,000
                
                
                $
                (1,864,000
                )
                
                $
                (28,000
                )
                
                $
                (492,000
                )
                
                $
                (846,000
                )Long Term
    Debt:
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                347,000Total
      Liabilities:
                
                $
                850,000
                
                
                $
                2,853,000
                
                
                $
                2,234,000
                
                
                $
                2,424,000
                
                
                $
                8,133,000Share
    Capital:
                
                $
                44,286,000
                
                
                $
                44,286,000
                
                
                $
                43,839,000
                
                
                $
                43,839,000
                
                
                $
                43,839,000Stock-Based
      Compensation
                
                $
                1,278,000
                
                
                $
                1,278,000
                
                
                $
                1,705,000
                
                
                $
                1,333,000
                
                
                $
                -Retained Earnings
      (Deficit):
                
                $
                (44,600,000
                )
                
                $
                (47,428,000
                )
                
                $
                (45,572,000
                )
                
                $
                (45,664,000
                )
                
                $
                (44,685,000
                )Number of Shares:**
                
                
                4,226,093
                
                
                
                42,389,054
                
                
                
                38,860,174
                
                
                
                38,860,174
                
                
                
                38,860,174*Reclassified to reflect
      discontinued operations of Newlook Industries Corp.
                  **On June 24, 2008 the Company
      completed a share consolidation on a one post-consolidation common share
      for ten pre consolidation common shares.





4


CURRENCY EXCHANGE
INFORMATION





The Company’s accounts are maintained in
Canadian dollars. In this Annual Report, all dollar amounts are expressed in
Canadian dollars except where otherwise indicated.





The following table sets forth, for the
periods indicated, the high and low closing rates of exchange of Canadian
dollars into United States dollars, the average of such exchange rates on the
close of each day during the periods, and the end of period
rates.  Such rates are shown as, or are derived from, the reciprocals
of the Bank of Canada nominal noon exchange rates in Canadian
dollars.





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


Fiscal Year Ended


September 30





2008
              2007
              2006
              2005
              2004High
              1.0905
              1.0069
              0.9099
              0.8613
              0.7912Low
              0.9263
              0.8437
              0.8361
              0.7859
              0.7159Average
              0.9909
              0.8983
              0.8753
              0.8176
              0.7547PeriodEnd
              0.9435
              1.0037
              0.8966
              0.8613
              0.7912





On March 19, 2009the exchange rate of Canadian dollars
into United States dollars, based upon the Bank of Canada nominal noon exchange
rate was Cdn. $1.00 equals U.S. $0.8114





The following table sets forth, for the
most recent previous six months,the high and low closing rates of
exchange of Canadian dollars into United States dollars. The latest practicable
datefor March was on March
19, 2009.





Mar
              Feb
              Jan
              Dec
              Nov
              Oct2009
              2009
              2009
              2008
              2008
              2008High
              0.8114
              0.8224
              0.8503
              0.8423
              0.8713
              0.9447Low
              0.7692
              0.7855
              0.7834
              0.7688
              0.7721
              0.7695





B.Capitalization
and indebtedness.





Not Applicable.





C.Reasons for the offer and use of
proceeds.





Not Applicable.





D.Risk
factors.





The Company’s operations are subject to
a variety of risks and uncertainties. The following factors are to be considered
a list of known material risks that are specific to the Company or its
industries.





Going Concern


The Company’s continued existence as a
going concern is dependent upon the Company’s ability to raise additional
capital and sustain profitable operations. There is doubt about the Company's
ability to continue as a going concern as the Company has a working capital
deficiency of $614,000and an accumulated deficit
of $44,600,000 as at
September 30, 2008. Should
the Company be unable to continue as a going concern, it may be unable to
realize the carrying value of its assets and to meet its liabilities as they
become due.





5





The Company believes that future share
issuances and certain related party efforts will provide sufficient cash flow
for it to continue as a going concern in its present form, however there can be
no assurances that the Company will achieve such results.





Accordingly, the consolidated financial
statements do not include any adjustments related to the recoverability and
classification of recorded asset amounts or the amount and classification of
liabilities or any other adjustments that might be necessary should the Company
be unable to continue as a going concern.





Management of the Growth of the
Company


The implementation of the Company’s
investment strategy could result in a period of rapid growth.  This
growth could place a strain on the Company’s managerial and financial
resources.  Future operating results will depend on the ability of
senior management to manage rapidly changing business conditions, and to
implement and improve the Company’s investee’s technical, administrative,
financial control and reporting systems.  No assurance can be given
that the Company will succeed in these efforts.  The failure to
effectively manage and improve these systems could increase the Company’s costs
and devalue the Company’s investments.





Competition


The Company investment entity’s face
competition in each of its markets and has competitors, many of which are larger
and have greater financial resources.  There can be no assurance that
the Company’s investments will be able to continue to compete successfully in
its markets.  Because the investee’s compete, in part, on the
technical advantages and cost of their products, significant technical advances
by competitors or the achievement by such competitors of improved operating
effectiveness that enable them to reduce prices could reduce the investee’s
competitive advantage in these products and thereby adversely affect the
Company’s financial results and the value of its
investments.





Intellectual
Property


The Company’s investees have not
obtained patent protection nor registered trademarks or copyrights for all of
their proprietary technology or products.  As the investees have not
protected all of their intellectual property, their business may be adversely
affected by competitors copying or otherwise exploiting features of their
technology, products, information or services, which could damage the value of
the Company’s investments.




Dependence on Key Personnel and Skilled
Employees


The success of the Company is dependent,
in large part, on certain key personnel and on the ability to motivate, retain
executive level strategic leadership. There can be no assurance that the Company
will be able to attract and retain employees with the necessary technical,
technological and specialized skills given the competitive state of the
employment market for these individuals.  The loss of such services or
the failure by the Company to continue to attract and retain other key personnel
may have a material adverse effect on the Company, including its ability to make
key strategic investments, its ability to grow earnings and its ability to
realize on its investments.




Uncertain Operating
Results


The Company’s financial operating
results may vary and significantly depend on such factors as the timing of new
product announcements, increases in supply costs and changes in pricing policies
of the Company’s investments and its competitors.  The market price of
the Shares may be highly volatile in response to such
fluctuations.




New Investment
Development


There can be no assurance that the
Company will be able to identify, develop and invest in new entities or ventures
that it currently does not participate in.




Foreign Exchange
Rate


Material depreciation of the Canadian
dollar against the U.S. dollar may increase certain costs impacting the
Company’s profitability and cash flow.




Legal Proceedings Against Foreign
Persons


The Company’s jurisdiction of
incorporation falls under the laws of the Province of Ontario, Canada, and all
of the Company’s officers and directors are residents of Canada. Consequently,
it may be difficult for United States investors to affect service of process
within the United States upon the Company or its officers and directors, or to
realize in the United States upon judgments of United States courts predicated
upon civil liabilities under U.S. securities laws.  Furthermore, it
may be difficult for investors to enforce judgments of the U.S. against the
Company or any of the Company’s non-U.S. resident executive officers or
directors. There is substantial doubt whether an original lawsuit could be
brought successfully in Canada against any of such persons or the Company
predicated solely upon civil liabilities arising under U.S. securities
laws.





6


Item 4. Information on the
Company





A.History and development of the
company.





Gamecorp Ltd. was incorporated under the
name “Alexa Ventures Inc.” under the Company Act (British Columbia) on September
8, 1986.  The memorandum of theCompanywas amended on November 26, 1999 to
change the name of theCompanyfrom Alexa Ventures Inc. to “Eiger
Technology, Inc.”.In November
2000,the Company changed its jurisdiction of
incorporation from British Columbia to Ontario. On May 28, 2008, theCompanychanged its name to Gamecorp Ltd.Gamecorp is a public company listed as
symbol “GGG” on the CNSX and symbol “GAIMF” on the NASD Over-the-Counter
Bulletin Board.





Gamecorp is an investment and merchant
banking enterprise focused on the development of its investments. The Company’s
current key investments are in the gaming and technology sectors.InteramericanGaming, Inc. (“Interamerican”) (National Association of Securities
Dealers Over-the-Counter-Bulletin-Board, “OTCBB”: IAGM) (formerly Racino Royale,
Inc.), and Gate To Wire Solutions, Inc. (“Gate To Wire”) (OTCBB: GWIR) (formerly
TrackPower, Inc.) are development stage enterprises involved in international
gaming ventures. The Company has also invested in Baymount Incorporated
(“Baymount”) (TSX Venture: BYM), which is developing a gaming entertainment
centre inBelleville,Ontario. Gamecorp has a legacy investment stake
in Newlook Industries Corp. (“Newlook”) (TSX Venture Exchange: NLI), an
enterprise with technology investments.





As ofSeptember 30, 2008, the Company held a
46.9% ownership position in
Interamerican, a 16.3%
ownership position in Gate To Wire and a 1% interest in Baymount. The Company’s
ownership interest in
Newlook was 18.3%
atSeptember 30, 2008.





In general, the Company participates in
the early-stage development of gaming projects. Gamecorp provides management,
administration, early funding and other assistance to its investees. Strategic
leadership of the Company is provided by the Company’s Chief Executive Officer,
John G. Simmonds. Mr. Simmonds has extensive business experience in sourcing,
reorganizing and operating businesses in various operating
segments.





Gamecorp’s corporate office is located
at 144 Front Street West, Suite 700, Toronto, Ontario, M5J 2L7 and has four
executive staff members being the officers of the Company. As ofSeptember 30, 2008, there were4,226,093common shares
outstanding.





During fiscal 2007,
the Board of Directors after careful consideration of the business prospects of
the Company, decided to reorganize Gamecorp by discontinuing its investment in
Newlook and selling a large block of its investment in Interamerican. At this
point in time, Mr. Gerry Racicot CEO of the Company opted to retire and Mr. John
G. Simmonds was appointed CEO. Later in the year Mr. Jason Moretto stepped down
as CFO of the Company and Mr. Gary Hokkanen was appointed CFO. Mr. Moretto was
subsequently appointed President and COO of the Company.





The decision to
dispose of the Newlook investment was made in order to generate substantial
amounts of cash for new business investment purposes. Beginning in January 2007,
the Company disposed of 14,260,000 common shares of Newlook and received net
cash proceeds of $1,292,450. 4,000,000 of the 14,260,000 were pursuant to call
options (exercisable at $0.10 per share) granted to investors. As of September
30, 2007,  there are 10,000,000 options (9,100,000 of which are
exercisable at $0.10 per share and 900,000 of which are exercisable at $0.40 per
share) outstanding to acquire the Company’s remaining investment in
Newlook.





On March 31, 2008,
the Company negotiated the cancellation of substantially all of the remaining
Newlook call options.





During fiscal 2007, the Company disposed
of a sufficient number of
common shares of Interamericanto reduce the ownership interest to
below 50%. Accordingly the Company changed accounting methods from consolidation
to equity accounting. As of September 30, 2007, the Company’s carrying value of
its investment inInteramericanwas $Nil. During the year ended
September 30, 2007, the Company recorded its share ofInteramericanlosses post deconsolidation of $80,000.
During fiscal 2007, the Company disposed of 16,021,600Interamericanshares (which included the 14,021,600
shares as described in note 4) for total proceeds of $881,000 ($184,000 cash and
$696,000 note receivable) and the Company recorded a gain of $187,000 from the
sale transactions.





On January 8, 2008, the Company
reacquired 11,401,600Interamericanshares from Foundation in exchange for
the remainder of a $624,000 note receivable(note 4). During fiscal 2008, the
Company converted cash advances totaling $919,000 made toInteramericaninto 17,758,000Interamericancommon shares and disposed of 510,000
shares for proceeds of $91,000 and recorded a gain of
$65,000.





On September 30, 2008, the Company held 30,662,600
Interamericancommon shares
valued at $1,166,000, representing a 46.9% interest.


7





On March 31, 2008,
the Company negotiated the cancellation of substantially all of the remaining
Newlook call options.





In January 2008,
the Company acquired 2,000,000 Gate To Wire common shares for $200,000 and on
September 30, 2008, the Company converted cash advances made to Gate To Wire of
$273,000 into 2,600,000 common shares. On September 30, 2008, the Company held
4,600,000 Gate To Wire common shares carried at $473,000 representing an 18.3%
interest.





The Company plans
to participate in the development of various gaming initiatives through its
investments in Interamerican, Baymount and Gate To Wire. The Company also plans
to realize gains through disposing of its legacy investment in
Newlook.





Recent Financings





During fiscal 2008, the Company received
$560,000 in cash from investors under $0.25 per share common stock share
subscriptions and agreed to issue common stock in lieu of a $240,000 promissory
note. As of September 30, 2008, the private placement had not yet closed and
accordingly the Company recorded a total of $800,000 unissued share liability.
The Company is obligated to issue 3,200,000 common shares to settle this
liability. On closing the liability will be transferred to share
capital.





On November 10,
2008, the Company closed the private placement by issuing 4,000,000 common
shares at $0.25 per share.





Other Recent
Developments





CNSX
Listing


On April 25, 2008
the Company was delisted from the TSX and on April 28, 2008, was listed on the
Canadian National Stock Exchange (the “CNSX”) under the symbol GGG.





Appointment
of New Directors


On June 5, 2008 the
Company appointed two new directors to its Board, J. Graham Simmonds, President,
Chief Executive Officer and Director of Baymount Inc. and J. Paul Duffy,
President and Chief Software Architect of Corporate Communications Interactive
Inc.





Name
Change


On June 26, 2008
the Company changed its name from Eiger Technology, Inc. to Gamecorp
Ltd.  On July 9, 2009 the NASD changed the Company’s trading symbol
from “ETIFF” to GAIMF”.





Wireless
Age


On January 9, 2009,
operating subsidiaries (Wireless Age Communications Ltd. and Wireless Source
Distribution Ltd.) of Newlook’s majority owned subsidiary Wireless Age
Communications, Inc. were served with a Notice of Intention to Enforce Security
under the Bankruptcy and Insolvency Act and a Court Order to immediately appoint
an interim receiver. On January 22, 2009, the Court of Queen’s Bench for
Saskatchewan heard a challenge of the Court Order by Wireless Age
Communications, Inc. On January 27, 2009 the court dismissed the challenge. On
February 2, 2009, the receiver informed Wireless Age Communications, Inc. that
they intended to proceed with the sale of the assets of the operating
subsidiaries. On February 3, 2009, Wireless Age received notification that MTS
Allstream Inc. intended to terminate their Dealer Agreement with Wireless Age
Communications Ltd. effective February 28, 2009.








B.  Business
Overview





Gamecorp is an investment and merchant
banking enterprise focused on the development of its investments. The Company’s
current key investments are in the gaming and technology sectors.InteramericanGaming, Inc. (“Interamerican”) (National Association of Securities
Dealers Over-the-Counter-Bulletin-Board, “OTCBB”: IAGM) (formerly Racino Royale,
Inc.), and Gate To Wire Solutions, Inc. (“Gate To Wire”) (OTCBB: GWIR) (formerly
TrackPower, Inc.) are development stage enterprises involved in international
gaming ventures. The Company has also invested in Baymount Incorporated
(“Baymount”) (TSX Venture: BYM), which is developing a gaming entertainment
centre inBelleville,Ontario. Gamecorp has a legacy investment stake
in Newlook Industries Corp. (“Newlook”) (TSX Venture Exchange: NLI), an
enterprise with technology investments. The Company also has two portfolio
non-core investments in Copernic Inc. and Gametech International
Inc.





As ofSeptember 30, 2008, the Company held a
46.9% ownership position in
Interamerican, a 16.3%
ownership position in Gate To Wire and a 1% interest in Baymount. The Company’s
ownership interest in
Newlook was 18.3%
atSeptember 30, 2008.





In general, the Company participates in
the early-stage development of gaming projects. Gamecorp provides
management,


8





administration, early funding and other
assistance to its investees. Strategic leadership of the Company is provided by
the Company’s Chief Executive Officer, John G. Simmonds. Mr. Simmonds has
extensive business experience in sourcing, reorganizing and operating businesses
in various operating segments.





The gaming investments consist of
ownership inInteramerican, Gate to Wire and Baymount. The
technologyinvestment is carried on through its
ownership position in Newlook.





The development of thetechnologyinvestment is currently carried on
through Newlook’s investment in Wireless AgeCommunications, Inc. (“Wireless Age”), a
public entity trading on the OTCBB under the symbol “WLSA”.





The primary objective of theCompanyis the development of its gaming
investments. The Newlook telecommunications investment is a legacy investment
that will be disposed of over the next few years. The gaming investments are
long term investments that theCompanybelieves will generate above average
returns over the long term.





Although theCompanydoes not currently consolidate the
results of its investees due to the current level of ownership and influence, it
does anticipate taking a larger ownership position in theInteramericangaming investment. The development of
Interamericaninvestment will require substantial
amounts of capital in order to succeed and theCompanybelieves it will invest further amounts
as and when required. These initial investments will likely increase the
ownership position to a control position.





Depending upon the timing of investment
capital required in the gaming investments and the development of thetechnologyinvestment in Newlook, the investment in
Baymount or Newlook may be partially sold or disposed of
completely.





NEWLOOK INDUSTRIES
CORP.




Newlook Industries Corp.
(“Newlook”)(incorporated under the laws of the Province of British
Columbia),trades on the
TSX Venture Exchange under the symbol NLI. TheCompanyholds 5,473,500Newlookcommon shares. There are 29,558,432
common shares of Newlook outstanding. TheCompanyholds an 18.5% voting interest in
Newlook





Newlook is a merchant banking entity
assembling investment in technology opportunities inCanada. The operations of Newlook have been
categorized as discontinued operations. The Company intends to dispose of its
investment in Newlook in order to generate capital for investment in gaming
opportunities.





During June 2007, Newlook acquired a 53%
ownership interest in Wireless Age Communications, Inc. (“Wireless Age”), a
public entity trading on the OTCBB under the symbol “WLSA”. Wireless Age
operates retail cellular stores in Western Canada and distributes two-way radio
products and other ancillary communications products inCanada. On January 9, 2009, operating
subsidiaries (Wireless Age Communications Ltd. and Wireless Source Distribution
Ltd.) of Newlook’s majority owned subsidiary Wireless Age Communications, Inc.
were served with a notice of Intention to Enforce Security under the Bankruptcy
and Insolvency Act and a Court Order to immediately appoint an interim
receiver.





Newlook also sells a portfolio of
products and services through its wholly-owned subsidiary, Onlinetel Corp.
(“Onlinetel”), inCanada. Newlook has disposed of substantially
all of its Onlinetel businesses and currently reflects those operations as
discontinued operations. Newlook has also provided loans to development stage
entities in the photo luminescent signage and safety way guidance systems sector
and in the mobile marketing solutions business arena.





In May 2008, Newlook Industries Corp.
acquired Forest City Communications Ltd. (“Forest City”), which operates a
telecommunications business from its London, Ontario based retail location.
Forest City provides sales, rental and service facilities for two-way radios,
trunked compact mobile radios and other telecommunications equipment to a
customer base in Southwestern Ontario. The company specializes in customized
communication system design and Forest City also owns and operates a fixed
wireless network comprised of eight tower sites extending from London to Sarnia
and Kitchener, Ontario.





In February 2009, Newlook sold the
business of its wholly owned subsidiary Forest City.  The property and
assets were sold for consideration of $160,000 in cash.





INTERAMERICAN GAMING,
INC.





InteramericanGaming, Inc. (“Interamerican”)(formerly Racino Royale, Inc.,
incorporated under the laws of the state of Nevada).Interamericantrades on the NASD Over-the-Counter
Bulletin Board under the symbol IAGM. There are 65,368,386 common shares ofInteramericanoutstanding and theCompanyholds 30,662,600 common shares
representing 46.9% voting interest inInteramerican





9


Interamericanis a development stage entity whose
business objective is to invest in international gaming development
opportunities.InteramericanacquiredInteramericanGaming, Corp.(“IAGC”)through which itis pursuing gaming opportunities in
Latin American countries. The first of these opportunities is in Lima,
Peru,and will requirean additional investmentin capital. TheCompanyintends on raisingcapitalthrough equity private
placement,immediately.





In January 2008,Interamericanentered into a formal share exchange
agreement to acquire all of the issued and outstanding shares ofInteramericanGaming Corp. ("IAGC"). In accordance
with the Agreement, IAGC shareholders were issued, in the aggregate, 13,500,000Interamericanshares in exchange for the 13,500,000
issued and outstanding IAGC shares. Upon closing of the transaction, IAGC became
an operating subsidiary ofInteramerican, and the former IAGC shareholders
received an ownership interest inInteramericanof approximately 29%. IAGC is a private
casino management company focused onLatin America, combining experience in the Latin
American gaming markets with specialization in implementing industry-leading
technology, systems and marketing programs. It is currently pursuing
acquisitions of existing operations as well as developing casino projects with
large hotel and resort partners.





In August 2008, IAGC incorporated a new
Peruvian operating subsidiary called IAG Peru S.A.C. which acquired an
initial eighty slot machines





GATE TO WIRE SOLUTIONS,
INC.





Gate To Wire Solutions, Inc. (“Gate To
Wire”)(formerlyTrackPower, Inc.,
incorporated under the laws of the state of Nevada).TheCompanyholds4,600,000 Gate To Wirecommon shares. TheCompany holds a16.3% voting interest inGate To Wirea gaming
investment.





Gate To Wire is a development stage
entity whose business strategy and direction is to develop and operate a
horseracing video distribution venture in international
markets.





Gate To Wire obtained an exclusive
license from Bettor Solutions Inc. to operate a video distribution service in
Latin American and theCaribbean.





Gate To Wire andInteramericanoften market their business
opportunities in a coordinated way.





BAYMOUNT INC.





Baymount Incorporated
(“Baymount”)(organized under the laws of the Province of Ontario). There are
142,419,262 common shares of Baymount outstanding of which theCompanyholds 1,501,000 common shares. TheCompanycontrols 1% of the voting shares of
Baymount.





Baymount is also a development stage
entity that is seeking and developing opportunities within the Canadian
horseracing industry. Baymount’s objective is to create entertainment
destinations for consumers while providing investors an opportunity to
participate in the growth of Canadian gaming at racetracks.





Baymount has an agreement with the
Belleville Agricultural Society to build a facility to relocate Quinte
Exhibition and Raceway inBelleville,Ontario.








C.  Organizational
structure.





The following is a list of each material
subsidiary of the Company and the jurisdiction of incorporation and the direct
or indirect percentage ownership by the Company of each subsidiary at the
fiscal year ended September
30, 2008:




Name of
      Subsidiary
              Jurisdiction
of
                Organization
              Percentage of Voting Securities
      Owned of ControlledInteramericanGaming
Inc.
              Nevada
              46.9%Gate To Wire Solutions,
      Inc.
              Nevada
              16.3%Newlook Industries
      Corp.
              British
      Columbia
              18.5%





10


The following is an organizational chart
showing the Company’s material subsidiaries:















D.Property, plants and
equipment.





The Company’s current property, plants
and equipment are comprised primarily offurniture, fixturesand computer equipment located in
Ontario, Canada.  The Company currently owns no real
estate.





Item 5. Operating and Financial Review
and Prospects





The information provided in this section
endeavours to summarize the company’s financialcondition and results of operations for
the periods specified, including the causes for material changes to provide an
understanding of the company’s business as a whole. The information also
attempts to relate all separate segments of the company.  The
discussionprovided therein should be read in
conjunction with the Company’s consolidated financial statements and related
notes.





A.Operating
results.





Comparative Analysis Between Fiscal 2008
and 2007





During the yearended September 30, 2008,
Gamecorp’s ownership
interest inInteramericanwasincreasedfrom10% to 46.9%. Accordingly the Company changed its
accounting treatment for the investment. In previous years the Company
consolidated the operating results. However effective August 1, 2007, the
Company began to equity account its investment in
Interamerican. The
operations of Newlook have been recorded as discontinued
operations.





CONTINUING
OPERATIONS





The Company recorded continuing
operations earnings of $2,383,000 during the year ended September 30, 2008
compared to loss of $877,000 during the year ended September 30, 2007. The
primary reason for the significant improvement is that the Company recorded
gains of $3,410,000 arising from fair value adjustments to financial
instruments.





Revenues of continuing operations during
fiscal 2008 were $311,000 compared to $47,000 during fiscal 2007. The revenues
of the Company are management fees charged to its investees and interest income
from loans provided to development stage entities. During fiscal 2008, the
Company earned $195,000 in management fees ($150,000 charged to InterAmerican
and $45,000 to Gate To Wire) and $116,000 in interest income. Interest income
arose from amounts loaned to Newlook and other related entities. Management
expects as some of its investees achieve revenue generating stage management
fees will be increased to levels where they would be sufficient to fully offset
cash operating expenses. InterAmerican and Gate To Wire are entities that are
expected begin to generate revenues during 2009.





General and administrative expenses were
$1,052,000 during the year ended September 30, 2008 up from $636,000 during the
year ended September 30, 2007. The increase in general and administrative costs
is attributable to rising levels of consulting, travel and legal costs
associated with some of the new gaming initiatives. The Company is intimately
involved in the development of its investments. The Company compensates its
officers for strategic leadership and hires consultants, either directly in the
investee or at the Gamecorp level, to assist in the development of investee
projects.


11


General and administrative expenses
during the year ended September 30, 2007 included wage costs of approximately
$196,000, management fees to executive management of $138,000, accounting fees
of $42,000, travel costs of $49,000 and miscellaneous costs of $211,000. General
and administrative expenses for the year ended September 30, 2008 included;
management fees of $472,000 paid to officers, consulting fees (including
administrative salaries) of $242,000, corporate filing fees (including directors
fees) of $125,000, legal and accounting costs of $83,000, marketing and
promotional costs of $61,000, $40,000 in travel expenses and rent of $29,000.
Management expects the general and administrative expenses to trend higher
during fiscal 2009 as projects of investees become more
material.





Amortization of equipment totaled
$11,000 in the current year and $12,000 in 2007. The Company’s equipment
primarily represents furniture, fixtures and data processing equipment at the
corporate office inToronto. As the Company is an investment and
merchant banking undertaking, management does not expect significant investment
in capital equipment.





The Company recorded foreign exchange
gains of $71,000, during the year ended September 30, 2008 and foreign exchange
losses of $40,000 during the comparative period in the prior year. Foreign
exchange gains and losses are incurred upon the translation of US dollar assets
and liabilities converted into Canadian dollars during a period of Canadian
dollar increasing vis-à-vis the US dollar. The Company does not hedge this
translation risk.





As a result of the costs incurred
partially offset by management fee and interest income, the Company incurred a
loss from operations of $681,000 during fiscal 2008, marginally higher than the
prior year. As described above management is hopeful that the gap between costs
incurred that are not recovered from charges to investees will decrease in the
future. Operating costs that are not recovered are paid from the proceeds of the
sale of investments; however the business of the Company is not to spend gains
arising from the disposal of investments on cash operating costs but rather on
development of new investments.





The Company recorded other income items
totaling $3,064,000 in fiscal 2008 compared to other expense items totaling
$236,000 in 2007.





Interest expense (including bank
charges) during fiscal 2008 was $41,000 compared to $2,000 during fiscal 2007.
Interest expense arises from amounts loaned to the Company by Newlook.
Management anticipates higher levels of interest expense in 2009 due to
comparatively higher levels of utilization of loans to fund day to day expenses
rather than the sale of investments.





During fiscal 2007, the Company opted to
dispose of its investment in Newlook. The Company sold 14,263,000 common shares
and also granted options to various investors to acquire 14,000,000 additional
shares. The Company recorded an expense of $4,567,000 representing the fair
value of the grant of the options and the adjustment to its fair value as of
September 30, 2007. During fiscal 2008, options to acquire 1,970,000 shares were
exercised in March 2008. Also in March 2008, certain optionees agreed to acquire
3,702,000 Newlook common shares formerly under option and the Company agreed to
pay a $0.30 cancellation fee on 4,178,000 options. These transactions
effectively cancelled all remaining options. Accordingly, during fiscal 2008,
the Company recorded a $3,405,000 adjustment to the fair value of the (option)
financial instrument. In addition, the Company recorded a $5,000 loss associated
with the fair value of a non-interest bearing note receivable issued by the
former optionees and a $10,000 gain associated with the fair value of a
non-interest bearing note payable issued to certain other former
optionees.





The Company also recorded a gain on
disposal of investment in discontinued operations of $4,525,000 in fiscal 2007,
when the Company’s investment in Newlook dropped below 50% and changed
accounting from consolidation to equity accounting. The gain represents
previously consolidated operating losses of Newlook that no longer apply to the
Company’s investment in Newlook. The operating results of Newlook have been
classified as discontinued operations and are explained elsewhere in this
report.





The Company recorded gains of $65,000
from sales of shares of its investments in InterAmerican during fiscal 2008. The
Company sold 510,000 shares of InterAmerican for proceeds of $91,000 and
recorded a gain of $65,000.





During fiscal 2007, the Company disposed
of shares of its investment in Newlook and InterAmerican and recorded a net loss
of $97,000 from the disposal of these securities. The Company sold 14,263,000
common shares of Newlook (4,000,000 by way of options exercised) for a loss of
$285,000 and 16,021,600 common shares of InterAmerican for a gain of
$187,000.





The Company changed from consolidation
to equity accounting for its investment in InterAmerican and recorded a loss of
$80,000 for the period after deconsolidation to September 30, 2007. Operating
expenses of InterAmerican consolidated into the statement of operations prior to
deconsolidation were $100,000. During fiscal 2008, the Company recorded $361,000
as its share of equity losses of InterAmerican. InterAmerican’s losses have
started to rise as a result of pursuing various international gaming
opportunities.





During the year ended September 30, 2008
and 2007, the Company recorded losses of $9,000 and 15,000,
respectively, on the write down of an advance to a
corporation.


12





Earnings per share from continuing
operations during the year ended September 30, 2008 were $0.56 compared to a
loss per share of $0.22 in the previous year. Management does not anticipate
earnings per share levels of 2008 to be repeated in fiscal 2009 as substantially
all of the earnings were associated with fair value adjustments to financial
instruments.





Discontinued
Operations





As described earlier in this report,
during fiscal 2007, management made the decision to dispose of its investment in
Newlook. For this reason, the operating results of Newlook have been regarded as
discontinued operations in the consolidated statement of operating
results.





Fiscal
2007





On October 1, 2006, the Company held a
78.5% ownership interest in Newlook and divested down to 35% at September 30,
2007. In the second quarter of fiscal 2007, the ownership position of Newlook
dropped below 50%, resulting in a change from consolidation accounting to equity
accounting. However, due to the discontinued operations treatment, all operating
results whether prior or post deconsolidation, are reflected as discontinued
operations.





Revenues recorded prior to
deconsolidation during fiscal 2007 were $8,649,000 and costs (including post
consolidation) were $9,628,000. Also included in discontinued operations are
accrued severance/retirement obligations of $1,000,000 to the Company’s former
CEO, who retired during the second quarter of fiscal 2007.





Loss per share from discontinued
operations during the year ended September 30, 2007 was
$0.24.





Fiscal
2008





The Company recorded $59,000 of its
share of equity earnings of Newlook and recognized a $212,000 impairment loss in
its investment in Newlook during fiscal 2008.  The Company also
received proceeds of $269,000 from the exercise of 1,970,000 options by former
optionees and recorded a gain of $189,000 and lastly as a result of the sale of
3,702,000 Newlook shares to former optionees in March 2008 the Company recorded
a $409,000 gain representing overall earnings per share from discontinued
operations of $0.11. Earnings of Newlook are expected not to be material to the
consolidated net income or loss of the Company in the future. The impairment
loss arises from substantially all of Newlook’s majority owned subsidiary
Wireless Age Communications, Inc. operating subsidiaries being served with a
Notice of Intention to Enforce Security and a Court Order to immediately appoint
an interim receiver on January 9, 2009 by a secured
creditor.





B.Liquidity and capital
resources.





The most significant assets of the
Company are its investments in InterAmerican, Gate To Wire, Baymount and
Newlook. The carrying amount of these investments at September 30, 2008 was
$2,503,000 (of which $527,000 is classified as assets of discontinued
operations). In addition the Company holds notes receivable, valued at $170,000
from former optionees, sundry receivables (GST) of $57,000 and other various
assets.





On September 30, 2007, the Company held
2,013,000 InterAmerican common shares and on January 8, 2008, it reacquired
11,401,600 shares from a third party in exchange for the remainder of a $624,000
defaulted note receivable. During fiscal 2008, the Company converted cash
advances totaling $919,000 made to InterAmerican into 17,758,000 common shares.
On September 30, 2008, the Company held 30,662,600 InterAmerican common shares
valued at $1,166,000, representing a 46.9% interest.





In January 2008, the Company acquired
2,000,000 Gate To Wire common shares for $200,000 and on September 30, 2008, the
Company converted cash advances made to Gate To Wire of $273,000 into 2,600,000
common shares. On September 30, 2008, the Company held 4,600,000 Gate To Wire
common shares carried at
$473,000 representing an 16.3% interest.  The Company
determined the fair value of its investment in Gate To Wire at September 30,
2008 was $735,000 and accordingly recorded a $262,000 unrealized gain in
accumulated other comprehensive income.





The Company purchased 1,501,000 Baymount
common shares representing a 1% ownership interest. Management has determined
that the fair value of the Baymount investment was $75,000 at September 30, 2008
and accordingly recorded a $75,000 unrealized loss in accumulated other
comprehensive income.





The Company’s ownership position in
Newlook at September 30, 2007 was 35%. In prior years the Company consolidated
Newlook but during fiscal 2007 the Company deconsolidated Newlook and began to
account for this investment using the equity method. During fiscal 2007 the
Company recorded $4,525,000 as a gain on dilution arising from the
deconsolidation of Newlook. As of September 30, 2007, the Newlook investment
balance was $207,000. During fiscal 2008, options to acquire
1,970,000


13


Newlook shares were exercised in March
2008, for proceeds of $269,000 resulting in a gain of $189,000 being recorded.
Also in March 2008, the optionees agreed to acquire 3,702,000 Newlook common
shares formerly under option and the Company agreed to pay a $0.30 cancellation
fee on 4,178,000 options. The Company acquired a further 1,105,500 Newlook
common shares for cash proceeds of $731,000. On September 30, 2008, the Company
held 5,473,500 Newlook common shares, valued at $527,000 (after the recognition
of a $212,000 write down due to impairment associated with bankruptcy
proceedings in Newlook’s majority owned subsidiary Wireless Age Communications,
Inc.), representing an 18.5% interest.  The Newlook investment has
been classified as an asset of discontinued operations.





Management is in the process of
liquidating the Newlook investment in order to generate capital to reinvest in
InterAmerican, Gate To Wire and Baymount. All of these entities are development
stage enterprises requiring additional cash investment.





During fiscal 2008 the Company fully
collected the $2,856,000 previously loaned to Newlook and converted $80,000 due
from InterAmerican recorded on the balance sheet at September 30, 2007 into
equity.





On March 31, 2008, the Company sold
3,702,000 Newlook common shares to former optionees who had previously held an
option to acquire the Newlook securities. The purchase price was $586,000 being
the same price per share as the cancelled option exercise price. In payment, the
third parties provided non-interest bearing promissory notes totaling $586,000
with varying repayment dates between March 8, 2009 and March 8, 2010. On
September 30, 2008 there remained $175,000 outstanding under the notes
receivable. The Company determined the fair value of the notes receivable at
September 30, 2008 was $170,000.





Total liabilities were $850,000 at
September 30, 2008 down substantially from $5,733,000 at September 30, 2007. The
decrease is primarily attributable to the Company recording fair value
adjustments to financial instrument, pursuant to the provisions of CICA Handbook
Section 3855.





On September 30, 2007, the Company had
liability financial instruments valued at $4,657,000, all of which were
eliminated through a series of agreements in March 2008.





Accounts payable and accrued charges
reduced from $368,000 at September 30, 2007 to $205,000 at September 30, 2008.
The reduction arose from the repayment of certain historic payables during
fiscal 2008.





On March 31, 2008, the Company agreed to
issue non-interest bearing promissory notes to certain former Newlook option
holders totaling $1,253,000 representing a cancellation fee of $0.30 per option
on 4,178,000 cancelled Newlook options. Pursuant to the terms of the note, the
Company is obligated to pay $251,000 on the first day of the month for 5
consecutive months beginning May 1, 2008. The Company did not make payments as
originally contemplated, however as of September 30, 2008, the Company reduced
the promissory notes with cash payments totaling $398,000 and a credit of
$240,000, to a note holder who agreed to subscribe for common shares. On
September 30, 2008, the Company remains in default and $615,000 is unpaid under
these promissory notes. At September 30, 2008, the fair value of the notes
payable was $605,000.





At September 30, 2007, the Company
recorded liabilities of discontinued operations of $702,000 representing unpaid
severance/retirement obligations to the Company’s former CEO, all of which were
fully repaid by September 30, 2008.





During fiscal to 2008, the Company
received approval to issue up to 4,000,000 additional common shares at $0.25 per
share for total proceeds of $1,000,000 under a non-brokered private placement.
At September 30, 2008, the Company received subscriptions totaling $800,000 and
recorded such amount as unissued share liability within shareholders’ equity. On
November 10, 2008, the Company closed the full $1,000,000 private
placement.





Also during fiscal 2008, the Company
recorded accumulated other comprehensive income of $187,000, $nil in the prior
year. On September 30, 2008, the Company held 4,600,000 Gate To Wire common
shares carried at $473,000.  The Company determined the fair value of
its investment in Gate To Wire at September 30, 2008 was $735,000 and
accordingly recorded a $262,000 unrealized gain in accumulated other
comprehensive income.The
Company purchased 1,501,000 Baymount common shares for $150,000 in cash.
Management has determined that the fair value of the Baymount investment was
$75,000 at September 30, 2008 and accordingly recorded a $75,000 unrealized loss
in accumulated other comprehensive income.





The Company’s consolidated financial
statements for the year ended September 30, 2008 have been prepared on a going
concern basis, in accordance with Canadian generally accepted accounting
principles and accounting principles generally accepted in the United States of
America. The going concern basis of presentation assumes that the Company will
continue in operations for theforeseeable future and will be able to
realize its assets and discharge its liabilities and contingencies in the normal
course of operations.





There is doubt about the Company's
ability to continue as a going concern as the Company has a working capital
deficit of $614,000 and an accumulated deficit of $44,600,000 as at September
30, 2008. The Company's ability to continue as a going


14


concern is dependent upon the Company's
ability to raise additional capital, to realize on its agreements to dispose of
investments and sustain profitable operations. Should the Company be unable to
continue as a going concern, it may be unable to realize the carrying value of
its assets and to meet its liabilities as they become due.





The Company believes that future shares
issuance and proceeds received from the divestiture of its investments will
provide sufficient cash flow for it to continue as a going concern in its
present form, however, there can be no assurances that the Company will achieve
such results. Accordingly, the consolidated financial statements do not include
any adjustments related to the recoverability and classification of recorded
asset amounts or the amount and classification of liabilities or any other
adjustments that might be necessary should the Company be unable to continue as
a going concern.





CAPITAL RESOURCES





The Company financed operations during
fiscal 2008 primarily from the following sources:





1.
            The Company received approval for
      an equity financing during fiscal 2008 and generated $560,000 in cash
      subscriptions.


2.
            The Company also disposed of
      shares of Newlook and InterAmerican and received cash proceeds of
      $746,000.


3.
            The Company also collected
      $2,856,000 from Newlook during the
year.





Cash from the above sources were
primarily used to make advances to its investees, repay notes payable and fund
the cash operating shortfall.





The business objective of the Company is
fund early stage development of gaming opportunities by participating in the
management of the investees. The philosophy is to dispose of mature investments
at a gain and utilize the cash proceeds in the development of future operations
within an investee. At this point in time, the Company is slowly disposing of
its investment in Newlook, organizing additional equity private placements and
obtaining loans primarily from related parties to fund the development of the
gaming ventures. The Company occasionally disposes of a portion of its gaming
investments in order to generate investment capital also.





The current global financial crisis (at
time of this writing) has not created significant capital resource issues for
the Company, but management does not feel the Company will be immune to these
pressures, especially if the credit crisis deepens during 2009. Thus far the
Company’s investees have been focused on Latin American gaming opportunities
where the financial crisis has not to any material way affected local gaming
opportunities. Management also believes that the roll out of operations is
somewhat flexible and the Company’s investments can be accelerated or delayed as
management sees fit. There is a risk that management will pass on favourable
opportunities due to the perceived impact of the financial
crisis.





However, none of potential sources for
capital are certain and management although confident of the potential, cannot
assure shareholders and interested parties that they will in fact be able to
finance the Company going forward.





C.Research
and development, patents and licenses, etc.





Research and development expenses were nil (nil: 2007; nil:
2006) for the year ended September 30,
2008.




On June 14, 2006,Interamericanacquired the exclusive rights for a
racetrack development opportunity in Saskatchewan, Canada and during fiscal 2007Interamericanrecorded an impairment of the rights
primarily due to inactivity.Interamericancontinues to hold the rights and may in
the future attempt to realize on the rights.





During fiscal 2008, the Gate To Wireacquired the exclusive
licensing rights for Latin America for a horseracing proprietary video
distribution service from Bettor Solutions Inc. Under the license the Company
will share net revenues with Bettor Solutions Inc.





D.Trend
information.





Over the twelve month period ended
September 30, 2008, the funding of the development of the Company’s investments
has been sourced primarily through the repayment of amounts owed the Company by
its legacy investee.





Subsequent to period end on January 9,
2009, two of Newlook’s profitable operating subsidiaries were placed into
receivership by a second party.  The result is that Newlook is unable
to provide loans to the Company for the development of its
investments.





Management is considering alternative
methods of funding and is also scaling down or delaying certain projects within
the investees.





There can be no assurance that
management will be able to access required funding on commercially acceptable
terms, if at all.


15





E.Off-balance sheet
arrangements.





The Company has no off-balance sheet
arrangements that have or are reasonably likely to have a current or future
effect on the Company's financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or
capital resources that are material to investors.





F. Tabular disclosure of contractual
obligations.





The Company has no contractual
obligations at this time.





Item 6. Directors, Senior Management and
Employees





A.Directors and senior
management.





The following is a list of the current
directors and senior officers of the Company, their municipalities of residence,
their current position with the Company and their principal
occupations:





John G. Simmonds,
      58
            King City
ON
            CEO and Chairman of
      Board


Mr. Simmonds has served as a director of
Gamecorp since September 2005 and as CEO since April 2007. Mr. Simmonds has 40
years experience in the communications sector. Mr. Simmonds currently serves as
Chief Executive Officer of Wireless Age and previously served as Chief Executive
Officer and Chairman of the Board from March 13, 2003 until August 31, 2005, at
which time he resigned his position as Chief Executive Officer.  He
resigned as Chairman of the Board and as a director onApril 17, 2006Mr. Simmonds was appointed Chief
Executive Officer ofInteramericanin June 2006. He also serves as a
director. Mr. Simmonds was appointed to the Board of Directors of Minacs
Worldwide, a TSX listed company, in June 2005. He served as a director until
February 2006. Mr. Simmonds was appointed President of Newlook Industries Corp.
(NLI:TXSV) in September 2005. He resigned as an officer of Newlook Industries
Corp. in February 2007 and was reappointed in July 2007.  In September
2004, Mr. Simmonds was appointed as Chief Executive Officer and Director of
Lumonall Inc.; on April 1, 2008 he resigned as Chief Executive
Officer.  Mr. Simmonds served as the Chief Executive Officer, of Gate
To Wire from 1998 to May 2004. Mr. Simmonds also served as Chairman and director
of Gate To Wire from 1998 to November 2006.  In February 2007 Mr.
Simmonds was reappointed CEO and Chairman of the Board of Gate To Wire. Gate To
Wire is a corporation whose current business plan and activities are designed
around the equine racing and wagering industries.  Mr. Simmonds has
also been involved with several other companies.  Mr. Simmonds served
as Chief Executive Officer, Chairman and Director of Phantom Fiber Corporation
(OTCBB: PHMF), formerly Pivotal Self-Service Technologies, Inc. and resigned in
June of 2004.Mr. Simmonds is the father
of J. Graham Simmonds, a Director of the Company.





Jason R. Moretto,
      39
            Vaughan ON
            President, COO and
      Director


Mr. Moretto has been a director of
Gamecorp since January 5, 2004, Newlook Industries Corp. since January 5, 2004
andInteramericansince June 13, 2006. Mr. Moretto has
been a director of Wireless Age since June 29, 2007.  Mr. Moretto
previously served in equity research within the institutional equity group of
BMO Nesbitt Burns (now BMO Capital Markets), a full service investment dealer
based in Toronto, Canada from September of 1997 to February of 2003. From 1995
to 1997, Mr. Moretto was National Accounting Manager for Universal Concerts
Canada (now Live Nation),Canada’s largest promoter of live music and
entertainment and operator of the Molson Amphitheatre inToronto.  Prior to that, he practiced
as an accountant in public practice.  He also recently served as a
Member of the Ontario Securities Commission's Small Business Advisory Committee
for a two year term. Mr. Moretto holds a Bachelor of Commerce degree from theUniversityofToronto, and is a Certified General Accountant
and Chartered Financial Analyst.





Stephen Dulmage,
      66
            Toronto
    Ontario
            Director


Mr. Dulmage has served as a director of
the Company since July 17, 2007, in addition to his role at Gamecorp, Mr.
Dulmage has served as a director Wireless Age Communications Inc. (OTCBB: WLSA)
since June 2004. He previously served as the Chief Financial Officer of African
Gold Group, Inc., a company listed on the Toronto Stock Exchange Venture
Exchange. Prior to joining African Gold Group, Inc., Mr. Dulmage served as a
business consultant from January 2003 through April 2003, as a sales agent of
the Equigenesis Corporation from December 1999 through December 2002, and as a
sales agent for Mantum Corporation from November 1996 until December 1999. Mr.
Dulmage earned a Bachelor of Arts degree at McMaster University in 1964. Mr.
Dulmage is a C.A. (Chartered Accountant) and is a member of the Canadian
Institute of Chartered Accountants. Mr. Dulmage was a director of Travellers
Mall.com Inc., a Toronto Stock Exchange Venture Exchange listed company, from
2000-2004.





J. Graham Simmonds,
      35
            Toronto ON
            Director


Mr. Simmonds has been a director of the
Company since June 5, 2008, in addition to his role at Gamecorp, Graham Simmonds
is President, Chief Executive Officer and Director of Baymount Incorporated
(TSXV: BYM). Baymount is focused on developing horseracing properties and
innovative wagering products. Mr. Simmonds has built upon a strong family
background in




16


horseracing, having spent most of his
life involved in the industry. He has ten years experience as a successful owner
and breeder of race horses, and ten years experience in public company
management and business development projects. Mr. Simmonds also sits on the
Board ofInteramericanGaming, Inc. (OTCBB: IAGM).Mr. Simmonds is the son of
John G. Simmonds, the Company’s CEO and Chairman of the
Board.





J. Paul Duffy,
      43
            Toronto ON
            Director


Mr. Duffy has been
a director of Gamecorp since June 5, 2008, in addition to his role at Gamecorp,
J. Paul Duffy is President and Chief Software Architect of Corporate
Communications Interactive Inc. (CCI). Mr. Duffy co-founded CCI, an online
provider of Internet and wireless-based, custom product knowledge and learning
solutions for organizations. Established in 1992, CCI now has offices in Canada,
the United States and China, and lists many Fortune 500 companies as its
clients.





Neal Romanchych,
      44
            Aurora ON
            Director


Mr. Romanchych has served as a director
of the Company since March 21, 2006, in addition to his role at Gamecorp he is a
Vice President of 411.ca. Mr. Romanchych has over twenty years of experience in
the telecommunications sector. Over that period, he has been involved with
several successful start-ups and has held senior positions with large telecom
companies. His past postings include ten years with Call Net/Sprint Canada
(where he was appointed to the Board of Directors of CNE Fiber Development
Corp., its U.S. operating subsidiary), Vice President of Primus, Vice President
of Riptide Inc. and President of Newlook Industries
Corp.Mr.
Romanchych holds an Honours Bachelor of Administrative Studies from Trent
University.





Gary Hokkanen, 53
            Thornhill
ON
            Chief Financial
      Officer


Mr. Hokkanen has served as CFO of
Gamecorp since July 2007. He has served as Wireless Age’s CFO sinceMay 29, 2003.  Mr. Hokkanen is an
executive level financial manager with over 10 years experience in public
company financial management.  Mr. Hokkanen holds a Bachelor of Arts
degree from theUniversityofTorontoand is a CMA (Certified Management
Accountant) and a member of the Society of Management Accountants,Ontario.  From January 2001 to April
2003 Mr. Hokkanen was CFO of IRMG Inc., aTorontobased financial management consulting
firm.  Mr. Hokkanen served as CFO of Simmonds Capital Limited from
July 1998 to January 2001 and served as CFO of Gate To Wire from February 1998
to June 2001.  In May of 2005 Mr. Hokkanen was reappointed CFO of Gate
To Wire, resigned in August 2006 and was reappointed in June
2007.  For the period April 1996 to July 1998, Mr. Hokkanen served as
Treasurer of Simmonds Capital Limited.In November 2007, Mr. Hokkanen was
appointed a director and officer of Sagittarius Capital Corporation (a TSX
Venture Exchange capital pool company). He has also served as CFO for Newlook
Industries Corp. (TSX Venture Exchange), Lumonall, Inc. (OTCBB) andInteramerican(OTCBB) since July
2007.





Carrie Weiler,
      50
            Nobleton ON
            Corporate
      Secretary


Ms. Weiler was appointed Corporate
Secretary onJuly 1,
2007. She was appointed
Corporate Secretary of Wireless Age Communications, Inc. on May 29, 2003 and was
appointed Director in February 2007.  Ms. Weiler provides professional
public company corporate secretarial services to various entities. Ms. Weiler is
a member of the Canadian Society of Corporate Secretaries.  Ms. Weiler
was appointed Corporate Secretary ofInteramericanin September 2006. She has served as
Corporate Secretary of Gate To Wire since 1998.  OnOctober 15, 2004Ms. Weiler was appointed Corporate
Secretary of Lumonall and continues to serve in such capacity. Ms. Weiler has
served as Corporate Secretary of Newlook Industries Corp. and as a director
since July 2007.





B.Compensation.





For the year ended September 30,
2008,John G. Simmonds was compensated with a
salary of $180,000 and other annual compensation of $26,000for his role as ChiefExecutiveOfficer of the Company. For the same
period,Jason Moretto
received a salary of $180,000 and other compensation of $12,000 for his role as
President.Gary
Hokkanen received $30,000for his role as CFO of the
Company.





A total of 3persons served as members of the
administrative, supervisory or management bodies of the subsidiaries
of the Company during
fiscal 2008. The aggregate
remuneration paid to such
persons was approximately $428,000.





There were no options granted during fiscal
2008.


No options were exercised during the
Company’s most recently completed financial year.





During fiscal 2008, the Company paid
Gerry Racicot and his consulting firm 1040614 Ontario Ltd.
$500,000 for historic
consulting fees and a lump sum retirement payment.





There are noother arrangements under
whichdirectors or members
of the Company’s administrative, supervisory or management body, were
compensated by the Company,during the most recently completed
financial year for their services.





17


C.Board practices.





The directors of the Company are elected
annually and hold office until the next annual general meeting of the Company’s
shareholders or until their successors in office are duly elected or
appointed.  All of the Company’s directors were elected at the
Company’s most recent annual general meeting, which took place onMay 28, 2008.  Under theCompany Act(Ontario) the Company is
required to hold an annual general meeting no more than 15 months after its most
recent annual general meeting.





There are no service contracts with the
Company or any of its subsidiaries for the directors providing benefits upon
termination of their service.





The Corporate Governance and
Compensation committee is currently comprised of John Simmonds, Jason Moretto,
Stephen Dulmage and Neal Romanchych.The audit committee is currently
comprised ofJ. Graham
Simmonds,Neal Romanchychand Stephen Dulmagewho are all independent directors. The
committee operates within the guidelines of the Toronto Stock
Exchange.





D.Employees.





The Company and its subsidiaries
employed approximately 3 staff during the last fiscal year, the same number as
employed in the previous fiscal year.In April 2007, Mr. Gerry
Racicot retired as the Chief Executive Officer, President and Director of the
Company after founding the Company 16 years ago. Mr. John G. Simmonds has
assumed the responsibility of the Chief Executive Officer.  Mr. Jason
Moretto, who had been the Chief Financial Officer of the Company, has been
replaced by Mr. Gary Hokkanen.  Mr. Moretto has assumed the
responsibility of the President of the Company.





The Company and its subsidiaries have no
involvement with labour unions. The Company and its subsidiaries do not employ a
significant number of temporary employees.





E.Share ownership.





Directors and
officers





The following table indicates the names
and municipalities of residence for each director and officer of the
Company.The table further
indicates the date on which the following persons began acting as directors or
officers of the Company, as the case may be, and states the number of voting
shares of the Company which are beneficially owned by each of them or over which
they have direct or indirect control.





Name and
      Address
              Occupation
              Director or Officer
      Since
              Number of Voting Shares
      Beneficially Owned or
                Controlled
      Directly or Indirectly(2)
              % of Voting Shares Beneficially
      Owned or
                Controlled
      Directly or Indirectly(1)John G.
      Simmonds
                King City,ON
              CEO and Director of the
      Company
              September 21,
      2005
              116,100(3)
      (4)
              2.7%Jason R.Moretto
                Vaughan,ON
              President, COO and Director of the
      Company
              January 5,
    2004
              46,450(3)
      (5)
              1.1%Stephen
Dulmage
                Toronto, ON
              Director of the Company;
      Retired
              July 17,
    2007
              Nil(2)
      (3)
              0%NealRomanchych
                Aurora,ON
              Director of the Company; VP
      Sales/Service, 411.ca
              March 21, 2006
              Nil(2)
      (3)
              0%J. Graham
      Simmonds
                Toronto, ON
              Director of the Company, President
      and CEO of Baymount Inc.
              June 5,
2008
              Nil(3)
              0%J. Paul Duffy
                Toronto, ON
              Director of the Company, President
      of Corporate Communications Interactive Inc.
              June 5,
2008
              Nil
              0%Gary N.
      Hokkanen
                Thornhill,
    ON
              Chief Financial
      Officer
              July 17,
    2007
              40,000
              0.9%Carrie J.
      Weiler
                Nobleton,
ON
              Corporate
      Secretary
              July 17,
    2007
              15,500
              0.3%


18


Notes:


(1)Includes Shares over which control or
direction is exercised. The information as to Shares beneficially owned or
controlled, not being within the knowledge of the Company, has been provided by
the nominees.


(2)Member of the Audit
Committee.


(3)Member of the Corporate Governance and
Compensation Committee


(4)Mr. Simmonds holds warrants to purchase
90,000 shares.


(5)Mr. Moretto holds options to purchase
81,000 shares and warrants to purchase 90,000 shares.





The following table indicates the total
number of voting shares of the Company held by its directors and officers as a
group, and the percentage that such shares form of the total number of voting
shares of the Company issued and outstanding.





Name
              Number of Shares Beneficially
      Owned or Controlled Directly or Indirectly
              Percentage of Total Shares
      Issued(1)Directors and Officers as a
      Group
              218,050
              5%





In the fiscal year ended September 30,
2008, there were no grants of options to purchase Shares to the Named Executive
Officers, pursuant to the
Stock Option Plan.





The following table sets out the number
of options to purchase Shares exercised during the Company’s most recently
completed fiscal year, if any, by the Named Executive Officers, and the number
of unexercised options and the value of unexercised “in the money” options held
as at September 30, 2008, if any, by such persons:


Name
              Shares Acquired on
      Exercise
                (#)
              Aggregate Value
      Realized
                ($)
              Unexercised Options at September
      30, 2008 (Exercisable/ Unexercisable)
                (#)
              Value of Unexercised In-The-Money
      Options at September 30, 2008(Exercisable/ Unexercisable)(1)
                ($)Jason R.
      Moretto
              Nil
              Nil
              81,000/Nil
              Nil/NilJohn G.
      Simmonds
              Nil
              Nil
              Nil/Nil
              Nil/NilGary
    Hokkanen
              Nil
              Nil
              Nil/Nil
              Nil/Nil





Item 7. Major Shareholders and Related
Party Transactions





A.Majorshareholders.





To the Company’s knowledge no person
holds five percent or more of the Company’s common shares.  There has
been no significant change in percentage ownership held by any major
shareholder.





All common shareholders have identical
voting rights.





The following table indicates the
approximate number of record holders of common shares with U.S. addresses and
portion and percentage of common shares so held in the U.S.  The
calculation is based on the total issued and outstanding as stated in item
6.E.





Number of
                U.S.
Holders
              Number of Common shares held in
      U.S.
              % of Common
      shares
                held in
  U.S.108
              214,979
              5%





The computation of the number and
percentage of common shares held in the United States is based upon the number
of common shares held by record holders with United States addresses and by
trusts, estates or accounts with United States addresses as disclosed to the
Company following inquiry to all record holders known to the trustees,
executors, guardians, custodians or the fiduciaries holding common shares for
one or more trusts, estates, or accounts. United States residents may
beneficially own common shares held of record by non-United States
residents.





A substantial number of common shares
are held in “Street Name” by trustees, executors, guardians, custodians or other
fiduciaries, including depositories, brokerage firms and financial institutions.
Management is unable to determine the total number of individual shareholders
that this represents.





To the Company’s knowledge, the Company
is not directly or indirectly owned or controlled by another corporation(s) or
by any foreign government.





The Management does not anticipate any
change in the control of the Company.





B.Related
party transactions.





No director, executive officer or any of
their associates or affiliates has or has had an interest in material
transactions of the Company.





Included in accounts payablefor fiscal 2007are payables to directors, officers or
corporations owned by management personnel of $1,006,000 (2006 - $388,000; 2005
- $268,000). $702,000 of the2007amount is due to the Company’s former
CEO pursuant to his severance/retirement settlement and has been classified as
discontinued operations.





During the year Newlook, a related party
by virtue of certain common directors and officers, repaid the Company
$2,856,000 of intercompany debt. The Company earned $69,000 in interest income
from Newlook on amounts due between Newlook and Gamecorp. Subsequent to year end
Newlook began to make loans to Gamecorp and began to pay interest on such
loans.





The Company earned $41,000 from
Lumonall, Inc., a related party by virtue of certain common officers and
directors.





The Company transferred loans made to
Lumonall and Function Mobile Inc. (not a related party) having a value of
$585,000 to Newlook, in settlement of a like amount owed by Gamecorp to
Newlook.





Officers and directors of the Company
subscribed for $235,000 of the $800,000 in equity private placement. Such amount
was recorded as unissued share liability at September 30,
2008.





Officers, directors and related parties
of the Company were paid $686,000 in consulting fees during the year ended
September 30, 2008. Accrued or paid fees for the year for officers of the
Company were for the services of John Simmonds, our CEO, Gary Hokkanen, our CFO
and Carrie Weiler our Corporate Secretary. Accrued or paid director fees were
for the services of Jason Moretto, Paul Duffy, Stephen Dulmage, Neal Romanchych
and Graham Simmonds.  In addition, fees were paid to Wireless Age, a
related party due to certain common officers, directors and ownership for
services of managerial level accounting.





The Company earned management fees of
$150,000 fromInteramerican, a related party by virtue of certain
common directors and officers and $45,000 from Gate To Wire, also an entity with
certain common officers and directors.





During fiscal 2008, the Company paid
Gerry Racicot and his consulting firm 1040614 Ontario Ltd. $702,000 for historic
consulting fees and a lump sum retirement payment.





All transactions within the corporate
group listed in note16of the consolidated financial
statements for the year
ended September 30, 2008,
are in the normal course of business and are recorded at the carrying value.
Inter-company transactions and balances are eliminated upon
consolidation.





C.Interestsof Experts and
Counsel.





Not Applicable





Item 8. Financial
Information





A.Consolidated Statements and Other
Financial Information.





The following financial statements have
been audited by an independent auditor, are accompanied by an audit report, and
are attached and incorporated herein:





(a) balance sheet;





(b) income
statement;





(c) statement showing changes in
equity





(d) cash flow
statement;





(e) related notes and schedules required
by the comprehensive body of accounting standards pursuant to which the
financial statements are prepared; and


19


(f) a note analyzing the changes in each
caption of shareholders’ equity presented in the balance
sheet.





Incorporated herewith are the
comparative financial statements covering the latestthreefinancial years, audited in accordance
with a comprehensive body of auditing standards.








Export Sales





Total Sales
              Export
Sales
              Export Sales as % of Total
      Sales$Nil
              $Nil
              0%








Legal Proceedings





There is a claim outstanding against the
Company by a former employee of a subsidiary (since sold) for wrongful
dismissal, alleged breach of contract, punitive and aggravated damages and
costs.  It is the Company's opinion that there is no merit to the
claim of breach of contract, punitive or aggravated damages. Management believes
that damages resulting from this claim would be immaterial, if
any.





Name of the court or
agency:  Ontario Superior Court of Justice


Date instituted:  September 3,
2004


Principal parties to the
proceedings:  Peter Cross (plaintiff) and Onlinetel Corp., Onlinetel
Inc., Gamecorp Ltd., Newlook Industries Corp. and Gerry Racicot
(Defendants).


Nature of the claim:  Wrongful
dismissal.


Amount claimed:  Breach of
contract ($400,000); Additional Damages ($140,000); Aggravated Damages
($500,000); Punitive and Exemplary Damages ($1,000,000) plus other
interests.  A $21,000 settlement was offered by
Defendants.  Plaintiff’s request for $40,000 plus costs was rejected
by Defendants.


Status of the
proceedings:  Presently being
contested.     Mediation and discoveries have
occurred.  Currently being set for trial.





There are no material pending legal
proceedings to which the Company is a party or of which any of its subsidiaries
or properties are subject. Management is not aware of any material proceedings
in which any director, any member of senior management, or any of the Company’s
affiliates are a party adverse to, or have a material interest adverse to the
Company or its subsidiaries.





Dividend Policy





The Company has not paid dividends on
the common shares in any of its last five fiscal years. The directors of the
Company will determine if and when dividends should be declared and paid in the
future based on the Company’s financial position at the relevant time. All of
the common shares of the Company are entitled to an equal share in any dividends
declared and paid.





B.Significant
Changes.





On November 6, 2008, the Company
disposed of 4,112 treasury shares for cash consideration of
$1,234.





On November 10, 2008, the Company closed
a non-brokered $1,000,000 private placement of 4,000,000 common
shares at a price of $0.25
per share.





On January 9, 2009, operating
subsidiaries (Wireless Age Communications Ltd. and Wireless Source Distribution
Ltd.) of Newlook’s majority owned subsidiary Wireless Age Communications, Inc.
were served with a Notice of Intention to Enforce Security under the Bankruptcy
and Insolvency Act and a Court Order to immediately appoint an interim
receiver.





On January 22, 2009, the Court of
Queen’s Bench for Saskatchewan heard a challenge of the Court Order by Wireless
Age Communications, Inc.  On January 27, 2009 the court dismissed the
challenge.





On February 2, 2009, the receiver
informed Wireless Age Communications, Inc. that they intended to proceed with
the sale of the assets of the operating subsidiaries.





On February 3, 2009, Wireless Age
received notification that MTS Allstream Inc. intended to terminate their Dealer
Agreement with Wireless Age Communications Ltd. effective February 28,
2009.





20


Item 9. The Offer and
Listing.





A.Offer
and listing details.





Information regarding the price history
of the stock.





The following stock price ranges are
from theCNSXunder the symbol GGG TheCompanyalso trades on the NASD
Over-the-Counter Bulletin Board under the symbolGAIMFbut atsubstantially lower
volumes.





Calendar
    Period
              High (Cdn$)
              Low (Cdn$)
              VolumeMonth EndedFebruary
    2009
              0.08
              0.08
              20,350January
2009
              0.11
              0.09
              8,120December
    2008
              0.15
              0.06
              42,379November
    2008
              0.39
              0.32
              30,610October
2008
              0.40
              0.30
              15,950September
    2008
              0.30
              0.30
              7,384





Quarter
    Ended
              High (Cdn$)
              Low (Cdn$)
              VolumeSeptember2008
              0.50
              0.20
              14,762June2008*
              0.25
              0.02
              1,096,419March2008
              0.08
              0.05
              3,635,900December2007
              0.08
              0.05
              4,729,300September
    2007
              0.13
              0.07
              1,606,300June 2007
              0.16
              0.11
              2,965,800March 2007
              0.14
              0.11
              1,962,600December
    2006
              0.20
              0.10
              3,498,000





Year
Ended


September 30,
      2008
              0.50
              0.02
              9,476,381September 20,
      2007
              0.20
              0.07
              10,032,700September 30,
      2006
              0.53
              0.12
              11,611,100September 30,
      2005
              0.42
              0.11
              11,266,600September 30,
      2004
              1.40
              0.36
              22,063,300





*Consolidation-On June 26, 2008, the Company completed a share
consolidation on a one post-consolidation common share for ten pre-consolidation
common shares.





B.Plan of Distribution.





Not Applicable.





C.Markets.





The common shares of the Company were
listed for trading on the Toronto Stock Exchange (the “TSX”) on October 11, 1996
and previous to this, on the TSX-Venture Exchange (formerly the Vancouver Stock
Exchange) (the “TSX-V”) on April 3, 1991 under the symbol
“AXA”.





The common shares of the Company were
listed on the Canadian National Stock Exchange (the “CNSX”) on April 28, 2008
and currently trade under the symbol “GGG”.





The common shares were listed on the
NASD OTC Bulletin Board on October 8, 1997 and trade under the symbol
“GAIMF”.





21


D.Selling
shareholders.





Not Applicable.





E.Dilution.





Not Applicable.





F.Expenses
of the issue.





Not Applicable.





Item 10. Additional
Information.





A.Share capital.





Not Applicable.





B.Memorandum and articles of
association.





The information required by Item 10.B.
is hereby incorporated by reference from the Company's previous Report onForm 20-F filed in March of
2008on the EDGAR
system.





C.Material
contracts.





TheCompanyentered into a Settlement Agreement
with its former President and CEO, Gerry Racicot, onAugust 24, 2007.  Mr. Racicot retired as an
officer and director of theCompanyonApril 18, 2007.  The Settlement Agreement
and associated documents have been filed on SEDAR
(www.sedar.com).





Details:  TheCompanyagreed to payMr.Racicot a retirement payment valued at
$500,000.  In respect of back pay owing by theCompanyto 1040614 Ontario Ltd., theCompanyagreed to pay 1040614 Ontario Ltd. a
total sum of $538,325.37.  Additionally, theCompanypaidMr.Racicot $5,000, representing
reimbursement of outstanding expenses incurred byMr.Racicot prior to the Retirement Date in
the course of his duties to the Company.





D.Exchange controls.





Canada has no system of currency
exchange controls. There are no exchange restrictions on borrowing from foreign
countries nor on the remittance of dividends, interest, royalties and similar
payments, management fees, loan repayments, settlements of trade debts or the
repatriation of capital.





The Investment Canada Act (the “ICA”),
enacted on June 20, 1985, requires prior notification to the Government of
Canada on the “acquisition of control” of Canadian businesses by a non-Canadian,
as defined by the ICA.  Certain acquisitions of control, discussed
below, are reviewed by the Government of Canada.  The term
“acquisition of control” is defined as one or more non-Canadian persons
acquiring all or substantially all of the assets used in the Canadian business,
or the acquisition of the voting shares of a Canadian corporation carrying on
the Canadian business, or the acquisition of the voting interests of an entity
controlling or carrying on the Canadian business.  The acquisition of
the majority of the outstanding shares is deemed to be an “acquisition of
control” of a corporation.  The acquisition of less than a majority,
but one-third or more, of the voting shares of a corporation is presumed to be
an “acquisition of control” of a corporation unless it can be established that
the purchaser will not control the corporation.





Investments requiring notification and
review are all direct acquisitions of Canadian business with assets of Cdn.
$5,000,000 or more (subject to the comments below on WTO investors) and all
indirect acquisitions of Canadian businesses (subject to the comments below on
WTO investors) with assets of more than Cdn. $50,000,000 or withassets of between $5,000,000 and Cdn.
$50,000,000 which represent more than 50% of the value of the total
international transactions.  In addition, specific acquisitions or new
business in designated types of business activities related to Canada’s cultural
heritage or national identity could be reviewed if the government of Canada
considers that it is in the public interest to do so.





The ICA was amended with the
implementation of the agreement establishing the World Trade Organization
(“WTO”) to provide for special review of thresholds for “WTO investors”, as
defined in the ICA.  “WTO investors” generally
means:





22





(a) an individual, other than a
Canadian, who is a member of a WTO member (such as, for example, the United
States), or who has the right of permanent residence in relation to that WTO
member.





(b) governments of WTO members;
and





(c) entities that are not Canadian
controlled, but which are WTO investor controlled as determined by the rules
specified in the ICA.


The special review thresholds for WTO
investors do not apply, and general rules described above do not apply, to the
acquisition of control of certain types of businesses specified in the ICA,
including business that is a “cultural business”.  If the WTO investor
rules apply, an investment in the shares of the Company by or from a WTO
investor will be reviewable only if it is an investment to acquire control of
the Company and the value of the assets of the Company is equal to or greater
than a specified amount (the “WTO Review Threshold”).  The WTO Review
Threshold is adjusted annually by using a formula relating to increases in the
nominal gross domestic product of Canada.  The 1996 WTO Review
Threshold is Cdn. $168,000,000.





If any non-Canadian, whether or not a
WTO investor, acquires control of the Company by the acquisition of shares, but
the transaction is not reviewable as described above, the non-Canadian is
required to notify the Canadian government and to provide certain basic
information relating to the investment.  A non-Canadian, or non-WTO
investor, is required to provide a notice to the government on the establishment
of a new Canadian business.  If the business of the Company is then a
prescribed type of business activity related to Canada’s cultural heritage or
national identity, and if the Canadian government considers it in the public
interest to do so, then the Canadian government may give a notice in writing
within 21 days requiring the investment to be reviewed.





For non-Canadian (other than WTO
investors), and indirect acquisition of control, by the acquisition of voting
interests of an entity that directly or indirectly controls the Company, is
reviewable if the value of the assets of the Company is then Cdn. $50,000,000 or
more.  If the WTO investor rules apply, then this requirement does not
apply to a WTO investor, or to a person acquiring the entity from a WTO
investor.  Special rules specified in the ICA apply if the assets of
the Company is more than 50% of the value of the assets of the entity so
acquired.  By these special rules, if the non-Canadian (whether or not
a WTO investor) is acquiring control of an entity that directly or indirectly
controls the Company, and the value of the assets of the company and all other
entities carrying on business in Canada, calculated in the manner provided by
the





ICA and the regulations under the ICA,
of the assets of all entities, the control of which is acquired, directly or
indirectly, in the transaction of which the acquisition of control of the
Company forms a part, then the threshold for a direct acquisition of control as
discussed above will apply, that is, a WTO Review Threshold of Cdn. $168,000,000
(n 1996) for a WTO investor or a threshold of CDN. $5,000,000 for non-Canadian
other than a WTO investor.  If the value exceeds that level the
transaction must be reviewed inthe same manner as a direct acquisition
of control by the purchase of shares by the Company.





If an investment is renewable, an
application for review in the form prescribed by the regulations is normally
required to be filed with the Director appointed under the ICA (the “Director”)
prior to the investment taking place and the investment may not be consummated
until the review has been completed.  There are, however, certain
exceptions.  Applications concerning indirect acquisitions may be
filed up to 30 days after the investment is consummated and applications
concerning reviewable investments in culture-sensitive sectors are required upon
receipt of a notice for review.  In addition, the Minister (a person
designated as such under the ICA) may permit an investment to be consummated
prior to completion of the review, if he is satisfied that the delay would cause
undue hardship to the acquirer or jeopardize the operations of the Canadian
business that is being acquired.  The Director will submit the
application to the Minister, together with any other information or written
undertakings given by the acquirer and any representation submitted to the
Director by a province that is likely to be of net benefit to Canada, taking
into account the information provided and having regard to certain factors of
assessment where they are relevant.  Some of the factors to be
considered are:





(a) the effect of the investment on the
legal economic activity in Canada, including the effect on employment, on
resource processing, and on the utilization of parts, components and services
produced in Canada;





(b) the effect of the investment on exports
from Canada;





(c) the degree and significance of
participation by Canadians in the Canadian business and in any industry in
Canada of which it forms a part;





(d) the effect of the investment on
productivity, industrial efficiency, technological development, product
innovation and product variety in Canada;





23





(e) the effect of the investment on
competition within any industry or industries in Canada;





(f)  the compatibility of the investment with
national, industrial, economic, and cultural policies;





(g) the compatibility of the investment with
national, industrial, economic, and cultural policies taking into consideration
industrial, economic, and cultural objectives enunciated by the government of
legislature of any province likely to be significantly affected by the
investment; and





(h)the contribution of the investment to
Canada’s ability to compete in world markets.





To ensure prompt review, the ICA set
certain time limits for the Director and the Minister.  Within 45 days
after a completed application has been received, the Minister must notify the
acquirer that he is satisfied that the investment is likely to be of net benefit
to Canada, or that he is unable to complete his review, in which case he shall
have


30 additional days to complete his
review (unless the acquirer agrees to longer period), or he is not satisfied
that the investment is likely to be of net benefit to
Canada.





Where the Minister has advised the
acquirer that he is not satisfied that the investment is likely to be of net
benefit to Canada, the acquirer has the right to make representations and submit
undertakings within 30 days of the date of notice (or any period that is agreed
upon between the acquirer and the Minister).  On the expiration of the
30 day period (or the agreed-upon extension), the Minister must quickly notify
the acquirer that he is not satisfied that the investment is likely to be of net
benefit to Canada.  In the latter case, the acquirer my not proceed
with the investment or, if the investment has already been consummated, must
divest itself of control of the Canadian business.





The ICA provides civil remedies for
non-compliance with any provision.  There are also criminal penalties
for breach of confidentiality or providing false
information.





Except as provided in the ICA, there are
no limitations under the laws of Canada, the Province of British Columbia, or in
any constituent documents of the Company on the right of non-Canadians to hold
or vote the common shares of the Company.





E.Taxation.





Certain United States Federal Income Tax
Consequences





The following is a general discussion of
the material United States Federal income tax law for U.S. holders that hold
such common shares as a capital asset, as defined under United States Federal
income tax law and is limited to discussion of U.S. Holders that own less than
10% of the common stock.  This discussion does not address all
potentially relevant Federal income tax matters and it does not address
consequences peculiar to persons subject to special provisions of Federal income
tax law, such as those described below as excluded from the definition of a U.S.
Holder.  In addition, this discussion does not cover any state, local
or foreign tax consequences.





The following discussion is based upon
the sections of the Internal Revenue Code of 1986, as amended to the date hereof
(the "Code"), Treasury Regulations, published Internal Revenue Service ("IRS")
rulings, published administrative positions of the IRS and court decisions that
are currently applicable, any or all of which could be materially and adversely
changed, possibly on a retroactive basis, at any time.  In addition,
this discussion does not consider the potential effects, both adverse and
beneficial, of any future legislation which, if enacted, could be applied,
possibly on a retroactive basis, at any time.The following
discussion is for general information only and it is not intended to be, nor
should it be construed to be, legal or tax advice to any holder or prospective
holder of common shares of the Company and no opinion or representation with
respect to the United States Federal income tax consequences toany such holder or
prospective holder is made.  Accordingly, holders and prospective
holders of common shares of the Company should consult their own tax advisors
about the Federal, state, local, and foreign tax consequences of purchasing,
owning and disposing of common shares of the Company.





U.S.
Holders





As used herein, a "U.S. Holder" is a
holder of common shares of the Company who or which is a citizen or individual
resident (or is treated as a citizen or individual resident) of the United
States for federal income tax purposes, a corporation or partnership created or
organized (or treated as created or organized for federal income tax purposes)
in the United States, including only the States and District of Columbia, or
under the law of the United States or any State or Territory or any political
subdivision thereof, or a trust or estate the income of which is includable in
its gross income for federal income tax purposes without regard to
its


24





source, if, (i) a court within the
United States is able to exercise primary supervision over the administration of
the trust and (ii) one or more United States trustees have the authority to
control all substantial decisions of the trust.  For purposes of this
discussion, a U.S. Holder does not include persons subject to special provisions
of Federal income tax law, such as tax-exempt organizations, qualified retirement
plans, financial institutions, insurance companies, real estate investment
trusts, regulated investment companies, broker-dealers and Holders who acquired
their stock through the exercise of employee stock options or otherwise as
compensation.





Distributions
on common shares of the Company





U.S. Holders receiving dividend
distributions (including constructive dividends) with respect to common shares
of the Company are required to include in gross income for United States Federal
income tax purposes the gross amount of such distributions to the extent that
the Company has current or accumulated earnings and profits, without reduction
for any Canadian income tax withheld from such distributions.  Such
Canadian tax withheld may be credited, subject to certain limitations, against
the U.S. Holder's United States Federal income tax liability or, alternatively,
may be deducted in computing the U.S. Holder's United States Federal taxable
income by those who itemize deductions.  (See more detailed discussion
at "Foreign Tax Credit" below).  To the extent that distributions
exceed current or accumulated earnings and profits of the Company, they will be
treated first as a return of capital up to the U.S. Holder's adjusted basis in
the common shares and thereafter as gain from the sale or exchange of the common
shares.  Preferential tax rates for long-term capital gains are
applicable to a U.S. Holder which is an individual, estate or
trust.  There are currently no preferential tax rates for long-term
capital gains for a U.S. Holder which is a corporation.





Dividends paid on the common shares of
the Company will not generally be eligible for the dividends received deduction
provided to corporations receiving dividends from certain United States
corporations.  A U.S. Holder which is a corporation may, under certain
circumstances, be entitled to a 70% deduction of the United States source
portion of dividends received from the Company if such U.S. Holder owns shares
representing at least 10% of the voting power and value of the
Company.  The availability of this deduction is subject to several
complex limitations, which are beyond the scope of this
discussion.  There is, at present, legislation before the US Congress
which would affectthe taxation of foreign, and in
particular, Canadian dividend income accruing to US
residents.  Individual shareholders should consult their tax and legal
advisers as to their particular, individual tax situation.





Foreign Tax
Credit





A U.S. Holder who pays (or has withheld
from distributions) Canadian income tax with respect to the ownership of common
shares of the Company may be entitled, at the option of the U.S. Holder, to
either a deduction or a tax credit for such foreign tax paid or
withheld.  Generally, it will be more advantageous to claim a credit
because a credit reduces United States Federal income taxes on a
dollar-for-dollar basis, while a deduction merely reduces the taxpayer's income
subject to tax.  This election is made on a year-by-year basis and
applies to all foreign taxes paid by (or withheld from) the U.S. Holder during
that year.  There are significant and complex limitations, which apply
to the credit, among which is the general limitation that the credit cannot
exceed the proportionate shares of the U.S. Holder's United States income tax
liability that the U.S. Holder's foreign source income bears to his or its
world-wide taxable income.  In the determination of the application of
this limitation, the various items of income and deduction must be classified
into foreign and domestic sources.  Complex rules govern this
classification process.  There are further limitations on the foreign
tax credit for certain types of income such as "passive income," "high
withholding tax interest," "financial services income," "shipping income" and
certain other classifications of income.  The availability of the
foreign tax credit and the application of the limitations on the credit are fact
specific and holders and prospective holders of common shares of the Company
should consult their own tax advisors regarding their individual
circumstances.





Disposition
of common shares of the Company





A U.S. Holder will recognize gain or
loss upon the sale of common shares of the Company equal to the difference, if
any, between the amount of cash plus the fair market value of any property
received, and the Holder's tax basis in the common shares of the
Company.  This gain or loss will be capital gain or loss if the common
shares are a capital asset in the hands of the U.S. Holder.  Any
capital gain will be a short-term or long-term capital gain or loss depending
upon the holding period of the U.S. Holder.  Gains and losses are
netted and combined according to special rules in arriving at the overall
capital gain or loss for a particular tax year.  Deductions for net
capital losses are subject to significant limitations.  For U.S.
Holders which are individuals, any unused portion of such net capital loss may
be carried over to be used in later tax years until such net capital loss is
thereby exhausted.  For U.S. Holders which are corporations (other
than corporations subject to Subchapter S of the Code), an unused net capital
loss may be carried back three years from the loss year and carried forward five
years from the loss year to be offset against capital gains until such net
capital loss is thereby exhausted.





25





Canadian Federal Income
Taxation





The following discussion summarizes the
principal Canadian federal income tax considerations generally applicable to a
person who owns one or more common shares of the Company (the “Shareholder”),
and who at all material times for the purposes of the Income Tax Act (Canada)
(the "Canadian Act") deals at arm's length with the Company,holds all common shares solely as
capital property, is a non-resident of Canada, and does not, and is not deemed
to, use or hold any Common share in or in the course of carrying on business in
Canada.  It is assumed that the common shares will at all material
times be listed on a stock exchange that is prescribed for the purposes of the
Canadian Act.


This summary is based on the current
provisions of the Canadian Act, including the regulations thereunder, and the
Canada-United States Income Tax Convention (1980) (the "Treaty") as amended.
This summary takes into account all specific proposals to amend the Canadian Act
and the regulations thereunder publicly announced by the government of Canada to
the date hereof and the Company's understanding of the current published
administrative and assessing practices of Canada Customs and Revenue
Agency.  It is assumed that all such amendments will be enacted
substantially as currently proposed, and that there will be no other material
change to any such law or practice, although no assurances can be given in these
respects.  Except to the extent otherwise expressly set out herein,
this summary does not take into account any provincial, territorial or foreign
income tax law or treaty.





This summary is not, and is not to be
construed as, tax advice to any particular Shareholder.  Each
prospective and current Shareholder is urged to obtain independent advice as to
the Canadian income tax consequences of an investment in common shares
applicable to the Shareholder’s particular circumstances.





A Shareholder generally will not be
subject to tax pursuant to the Canadian Act on any capital gain realized by the
Shareholder on a disposition of a Common share unless the Common share
constitutes "taxable Canadian property" to the Shareholder for purposes of the
Canadian Act and the Shareholder is not eligible for relief pursuant to an
applicable bilateral tax treaty.  A Common share that is disposed of
by a Shareholder will not constitute taxable Canadian property of the
Shareholder provided that the Common share is listed on a stock exchange that is
prescribed for the purposes of the Canadian Act (the Toronto Stock Exchange is
so prescribed), and that neither the Shareholder, nor one or more persons with
whom the Shareholder did not deal at arm's length, alone or together at any time
in the five years immediately preceding the disposition owned, or owned any
right to acquire, 25% or more of the issued shares of any class of the capital
stock of the Company.  In addition, the Treaty generally will exempt a
Shareholder who is a resident of the United States for the purposes of the
Treaty, and who would otherwise be liable to pay Canadian income tax in respect
of any capital gain realized by the Shareholder on the disposition of a Common
share, from such liability provided that the value of the Common share is not
derived principally from real property (including resource property) situated in
Canada or that the Shareholder does not have, and has not had within the
12-month period preceding the disposition, a "permanent establishment" or "fixed
base," as those terms are defined for the purposes of the Treaty, available to
the Shareholder in Canada. The Treaty may not be available to a non-resident
Shareholder that is a U.S. LLC, which is not subject to tax in the
U.S.





Any dividend on a Common share,
including a stock dividend, paid or credited, or deemed to be paid or credited,
by the Company to a Shareholder will be subject to Canadian withholding tax at
the rate of 25% on the gross amount of the dividend, or such lesser rate as may
be available under an applicable income tax treaty.  Pursuant to the
Treaty, the rate of withholding tax applicable to a dividend paid on a Common
share to aShareholder who is a resident of the
United States for the purposes of the Treaty will be reduced to 5% if the
beneficial owner of the dividend is a company that owns at least 10% of the
voting stock of the Company, and in any other case will be reduced to 15%, of
the gross amount of the dividend.  It is Canada Customs and Revenue
Agency‘s


position that the Treaty reductions are
not available to a Shareholder that is a "limited liability company" resident in
the United States.  The Company will be required to withhold any such
tax from the dividend, and remit the tax directly to Canada Customs and Revenue
Agency for the account of the Shareholder.





F.Dividends
and paying agents.





Not Applicable.





G.Statement by
experts.





Not Applicable.





H.Documentson display.





The documents concerning the Company
which are referred to in the document are located at its principal executive
office in Toronto, at the address stated at the beginning of this
document.


26








I.Subsidiary
Information.





Not Applicable.





Item 11.Quantitative and Qualitative Disclosures
About Market Risk.





Not Applicable.





Item
12.                      Description of Securities other than
Equity Securities.





Not Applicable.


27


PART II





Item 13.Defaults, Dividend Arrearages and
Delinquencies.





Not Applicable.





Item 14.Material Modifications to the Rights of
Security Holders and Use of Proceeds.





Not Applicable.





Item 15T.Controls and
Procedures.





Disclosure controls and
procedures





Our management evaluated, with the
participation of our Chief Executive Officer and Chief Financial Officer, the
effectiveness of our disclosure controls and procedures as of the end of the
period covered by this Form20-F. Based on this evaluation, our Chief
Executive Officer and Chief Financial Officer have concluded that our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under
the Securities Exchange Act of 1934, as amended (the Exchange Act)), as of the
end of such period, are effective to ensure that information required to be
disclosed by us in reports that we file or submit under the Exchange Act is
recorded, processed, summarized and reported within the time periods specified
in Securities and Exchange Commission rules and forms.





There have been no significant changes
in our internal controls over financial reporting during the fiscalperiodendedSeptember 30, 2008 that have materially affected, or
are reasonably likely to materially affect, our internal controls over financial
reporting.





This Annual Report does not include an
attestation report of the Company’s registered public accounting firm regarding
internal control over financial reporting. Management’s report was not subject
to attestation by the Company’s registered public accounting firm pursuant to
temporary rules of the Securities and Exchange Commission that permit the
Company to provide only management’s report in this annual
report.





Management Report on Internal Control
over Financial Reporting





Our management is responsible for
establishing and maintaining adequate internal control over financial reporting
as defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange
Act. Those rules define internal control over financial reporting as a process
designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles and includes those
policies and procedures that:





• Pertain to the maintenance of records
that in reasonable detail accurately and fairly reflect the transactions and
dispositions of the assets of the company;





• Provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and the
receipts and expenditures of the company are being made only in accordance with
authorizations of management and directors of the Company;
and





• Provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisitions, use or disposition
of the company's assets that could have a material effect on the financial
statements.





Because of its inherent limitations,
internal controls over financial reporting may not prevent or detect
misstatements. Projections of any evaluation of effectiveness to future periods
are subject to the risk that controls may become inadequate because of changes
in conditions, or that the degree of compliance with the policies or procedures
may deteriorate.





Management assessed the effectiveness of
our internal control over financial reporting as ofSeptember 30, 2008. In making this assessment, our
management used the criteria established in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO).





Based on an assessment carried out during
thisperiod, management
believes that, as ofSeptember 30, 2008, our
internal control over financial reporting was effective





28


Changesin Internal ControlOver Financial
Reporting





There were no significant changes in the
Company’s internal controls or in other factors that could significantly affect
these controls subsequent to the date our Chief Executive Officer and our Chief
Accounting Officer completed their evaluation, nor were there any significant
deficiencies or material weaknesses in the Company’s internal controls requiring
corrective actions.





Item 16.[Reserved]





Item 16A.Audit committee financial
expert.





The Company’s Board of Directors has
determined that the Company has at least one audit committee financial expert
serving on its audit committee.  The Company’s audit committee financial expert is
Stephen Dulmage, who is
independent for audit committee purposes.





Item 16B. Code of
Ethics.





The Company has adopted a code of ethics
that applies to its Chief Executive Officer and Chief Financial
Officer.





Item 16C.Principal Accountant Fees and
Services





(a)  Audit
Fees





The aggregate fees billed for each of
the last two fiscal years for professional services rendered by the Company’s
principal accountant for the audit of the Company’s annual financial statements,
together with services that are normally provided by the principal accountant in
connection with statutory and regulatory filings orengagements were approximately$50,000for the year ending September 30, 2008 and
$50,000 for the year ending September 30,
2007.





(b)  Audit-Related
Fees





The aggregate fees billed for each of
the last two fiscal years for assurance and related services by the principal
accountant that were reasonably related to the performance of the audit or
review of the Company’s financial statements but are not reported under
paragraph (a) of this Item were zero ($nil).





(c)  Tax
Fees





The aggregate fees billed in each of the
last two fiscal years for professional services rendered by the principal
accountant for tax compliance, tax advice and tax planning were $5,800for the year ended September
30, 2008 and
$5,800for the year ended September 30,
2007for preparation of the
Company’s tax returns.





(d)  All Other
Fees





The aggregate fees billed in each of the
last two fiscal years for products and services provided by the principal
accountant other than services disclosed in paragraphs (a) through (c) of this
Item were$nilin the year ending September 30,
2008and $nil in
the year ending September
30, 2007.





Item 16.DExemptions from the Listing Standards
for Audit Committees





The disclosure required under Exchange
Act Rule 10A-3(d) is not applicable to the Company.





Item 16.EPurchases of Equity Securities by the
Issuer and Affiliated Purchasers





The Company made no issuer repurchases,
including any made pursuant to a publicly announced plan or program or made
pursuant to a plan or program that was not announced publicly, in the last two
fiscal years.  The Company made no open market issuer
repurchases.





Item16.FChange in Registrant’s Certifying
Accountant





There has been no change in the
Company’s Certifying Accountant.








29





PART III





Item 17.Financial
Statements.





See Item 18.





Item 18.  Financial
Statements.





The following financial statements are
attached to and form part of this Annual Report:





(a) balance sheet;





(b) income
statement;





(c) statement showing changes in
equity





(d) cash flow
statement;





(e) related notes and schedules required
by the comprehensive body of accounting standards pursuant to which the
financial statements are prepared; and





(f) a note analyzing the changes in each
caption of shareholders’ equity presented in the balance
sheet.





Audit Report


Audited Consolidated Financial
Statements of the Company for the years ended September 30, 2008, September 30, 2007 and
September 30, 2006.








Item 19.Exhibits.








Exhibit Number
            
            Page1.1
            Certificate of Incorporation dated
      September 8, 1986.
            *1.2
            Certificate of Name Change dated
      November 26, 1999.
            *1.3
            Articles (Bylaws) of the
      Corporation.
            *1.4
            Company Stock Option
      Plan
            *4.a.1
            Plan of Exchange dated as of
      August 3, 2001 between Onlinetel and Eiger Technology,
      Inc.
            **4.a.2
            Share Purchase Agreement dated as
      of November 8, 2001 among ETIFF Holdings Inc., K-Tronik International
      Corp., and LMC Capital Corp.
            **4.a.3
            Share Purchase Agreement dated as
      of December 19, 2001 among Vision Unlimited Equipment Inc., ADH Custom
      Metal Fabricators Inc., and Newlook Capital Corp
            *31
            Section 302
      Certifications32
            Section 906
      Certifications


*Incorporated by reference, as previously
filed with the Commission.














30








SIGNATURES





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





Gamecorp
    Ltd.Date: March 30, 2009
            By:
            /s/ Gary HokkanenName:  Gary
      HokkanenTitle:   
       Chief Financial Officer





31







GAMECORP LTD. (FORMERLY EIGER
TECHNOLOGY, INC.)




AND SUBSIDIARIES




CONSOLIDATED FINANCIAL
STATEMENTS




YEARS ENDEDSEPTEMBER 30, 2008AND 2007




(EXPRESSED IN CANADIAN
DOLLARS)





























F1







AUDITORS' REPORT




To the Shareholders
of


Gamecorp Ltd.




We have audited the consolidated balance
sheets ofGamecorp
Ltd.as at September 30,
2008 and 2007 and the consolidated statements of operations, comprehensive
income (loss), deficit and cash flows for each of the years ended September 30,
2008 and 2007. The financial statements are the responsibility of the company's
management.  Our responsibility is to express an opinion on these
financial statements based on our audits.




We conducted our audits in accordance
with Canadian generally accepted auditing standards and the standards of the
Public Company Accounting Oversight Board (United States).  Those standards require
that we plan and perform an audit to obtain reasonable assurance whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.




In our opinion, these consolidated
financial statements present fairly, in all material respects, the financial
position of the company as at September 30, 2008 and 2007 and the results of its
operations and its cash flows for the years in the two-year period ended
September 30, 2008 in accordance with Canadian generally accepted accounting
principles.




“SF Partnership,
LLP”




Toronto, CanadaLICENSED PUBLIC
ACCOUNTANTS


January 22, 2009


F2







COMMENTS BY AUDITORS ONCANADA- UNITED STATES






REPORTING
DIFFERENCES




The standards of the
Public Company Accounting Oversight Board (United
States)
require the addition of an explanatory paragraph when the financial statements
are affected by conditions and events that cast substantial doubt on the
company's ability to continue as a going concern, such as those described in
note 2 to the consolidated financial statements. Although we conducted our
audits in accordance with both Canadian generally accepted auditing standards
and the standards of the Public Company Accounting Oversight Board (United
States), our report to the shareholders datedJanuary 22, 2009is expressed in
accordance with Canadian reporting standards which do not permit a reference to
such conditions and events in the auditors’ report when these are adequately
disclosed in the financial statements.







“SF Partnership,
LLP”




Toronto,
Canada                                                                   LICENSED PUBLIC
ACCOUNTANTS


January 22, 2009








F3


GAMECORP
LTD.AND
SUBSIDIARIES


Consolidated Balance
Sheets


September 30, 2008and 2007







ASSETS
                        
                        2008
                        
                        
                        2007CurrentShort term
      investments
                        
                        $
                        15,000
                        
                        
                        $
                        -Accounts
      receivable
                        
                        
                        57,000
                        
                        
                        
                        33,000Prepaid expenses and sundry
      assets
                        
                        
                        8,000
                        
                        
                        
                        3,000Notes receivable (note
      4)
                        
                        
                        156,000
                        
                        
                        
                        624,000Total Current
      Assets
                        
                        
                        236,000
                        
                        
                        
                        660,000Equipment(note6)
                        
                        
                        41,000
                        
                        
                        
                        50,000Advance to
      Corporation(note7)
                        
                        
                        7,000
                        
                        
                        
                        16,000Investments(note8)
                        
                        
                        1,976,000
                        
                        
                        
                        -Assets of
      discontinued operations(note 5)
                        
                        
                        527,000
                        
                        
                        
                        207,000Due from
      Related Parties(note9)
                        
                        
                        -
                        
                        
                        
                        2,936,000Notes
      Receivable(note4)
                        
                        
                        14,000
                        
                        
                        
                        -Total Long-Term
      Assets
                        
                        
                        2,565,000
                        
                        
                        
                        3,209,000Total
Assets
                        
                        $
                        2,801,000
                        
                        
                        $
                        3,869,000LIABILITIESCurrentBank
      indebtedness
                        
                        $
                        30,000
                        
                        
                        $
                        6,000Accounts payable and accrued
      charges
                        
                        
                        205,000
                        
                        
                        
                        368,000Due to related parties (note
      9)
                        
                        
                        10,000
                        
                        
                        
                        -Notes payable (note
      11)
                        
                        
                        605,000
                        
                        
                        
                        -Current portion of derivative
      financial instrument (note 12)
                        
                        
                        -
                        
                        
                        
                        1,777,000Current liabilities of
      discontinued operations (note 5)
                        
                        
                        -
                        
                        
                        
                        702,000Total Current
      Liabilities
                        
                        
                        850,000
                        
                        
                        
                        2,853,000Derivative
      Financial Instrument(note 12)
                        
                        
                        -
                        
                        
                        
                        2,880,000Total Long-Term
      Liabilities
                        
                        
                        -
                        
                        
                        
                        2,880,000Total
      Liabilities
                        
                        
                        850,000
                        
                        
                        
                        5,733,000Commitments and
      Contingencies(note
      13)SHAREHOLDERS’EQUITY
      (DEFICIENCY)Share Capital(note 15)
                        
                        
                        44,286,000
                        
                        
                        
                        44,286,000Contributed
      Surplus(note
      15c)
                        
                        
                        1,278,000
                        
                        
                        
                        1,278,000Unissued Share
      Liability(note 10)
                        
                        
                        800,000
                        
                        
                        
                        -Deficit
                        
                        
                        (44,600,000
                        )
                        
                        
                        (47,428,000
                        )Accumulated Other Comprehensive
      Income
                        
                        
                        187,000
                        
                        
                        
                        -Total Shareholders’Equity (Deficit)
                        
                        
                        1,951,000
                        
                        
                        
                        (1,864,000
                        )Total Liabilities and
      Shareholders’Equity
      (Deficit)
                        
                        $
                        2,801,000
                        
                        
                        $
                        3,869,000





APPROVED ON BEHALF OF THE
      BOARD“JOHN G.
      SIMMONDS”(Director)
            
            “STEPHEN
      DULMAGE”(Director)





(The accompanying notes are an integral
part of these consolidated financial statements.)
 F4


GAMECORP
LTD.AND
SUBSIDIARIES


Consolidated Statements of
Operations


Years EndedSeptember 30, 2008and 2007







2008
                  
                  
                  2007RevenuesManagement
      fees(note 16 and
      22)
                  
                  $
                  195,000
                  
                  
                  $
                  -Interest
      income(note
      16)
                  
                  
                  116,000
                  
                  
                  
                  47,000311,000
                  
                  
                  
                  47,000ExpensesSelling, general and
      administrative
                  
                  
                  1,052,000
                  
                  
                  
                  636,000Amortization of
      equipment
                  
                  
                  11,000
                  
                  
                  
                  12,000Foreign exchange(gain)loss
                  
                  
                  (71,000
                  )
                  
                  
                  40,000Total
    Expenses
                  
                  
                  992,000
                  
                  
                  
                  688,000Loss from
      Operations
                  
                  
                  (681,000
                  )
                  
                  
                  (641,000
                  )Other Income
      (Expenses)Interest and bank
      charges
                  
                  
                  (41,000
                  )
                  
                  
                  (2,000
                  )Fair value adjustment to financial
      instruments (note
      14)
                  
                  
                  3,410,000
                  
                  
                  
                  (4,567,000
                  )Gain ondilution(note5)
                  
                  
                  -
                  
                  
                  
                  4,525,000Share of losses of equity
      accounted investee (note8d)
                  
                  
                  (361,000
                  )
                  
                  
                  (80,000
                  )Writedown of advance to corporation
      (note7)
                  
                  
                  (9,000
                  )
                  
                  
                  (15,000
                  )Gain/(loss)ondisposal of investments (note
      8d)
                  
                  
                  65,000
                  
                  
                  
                  (97,000
                  )Total Other Income
      (Expenses)
                  
                  
                  3,064,000
                  
                  
                  
                  (236,000
                  )Earnings (Loss)from Continuing
      OperationsBefore Income
      Taxes
                  
                  
                  2,383,000
                  
                  
                  
                  (877,000
                  )Provision for income taxes –
      future (note 17)
                  
                  
                  -
                  
                  
                  
                  -Earnings (Loss)from Continuing
      Operations
                  
                  
                  2,383,000
                  
                  
                  
                  (877,000
                  )Earnings (Loss)from Discontinued
      Operations
                    (no tax effect) (note5)
                  
                  
                  445,000
                  
                  
                  
                  (979,000
                  )NetEarnings
    (Loss)
                  
                  $
                  2,828,000
                  
                  
                  $
                  (1,856,000
                  )Deficit – Beginning of
      Year
                  
                  
                  (47,428,000
                  )
                  
                  
                  (45,572,000
                  )Deficit – End of
      Year
                  
                  $
                  (44,600,000
                  )
                  
                  $
                  (47,428,000
                  )Earnings (Loss) Per Weighted
      Average Number
                    of Shares Outstanding – Basic and
      DilutedContinuing
      Operations
                  
                  $
                  0.56
                  
                  
                  $
                  (0.22
                  )NetEarnings(Loss)
                  
                  $
                  0.67
                  
                  
                  $
                  (0.46
                  )Weighted Average Number of Shares
      Outstanding
                    – Basicand
Diluted
                  
                  
                  4,232,874
                  
                  
                  
                  4,019,892








(The accompanying notes are an integral
part of these consolidated financial statements.)
 F5





GAMECORP
LTD.AND
SUBSIDIARIES


Consolidated Statements of Comprehensive
Income (Loss)


Years EndedSeptember 30, 2008and 2007











2008
                
                
                2007Net Earnings(Loss)
                
                $
                2,828,000
                
                
                $
                (1,856,000
                )Unrealized gain on
      available-for-sale investments (note 8d)
                
                
                187,000
                
                
                
                -Comprehensive Income
      (Loss)
                
                $
                3,015,000
                
                
                $
                (1,856,000
                )





(The accompanying notes are an integral
part of these consolidated financial statements.)
 F6


GAMECORP
LTD.AND
SUBSIDIARIES


Consolidated Statements of
Deficit


Years EndedSeptember 30, 2008and 2007











2008
                
                
                2007Beginning of
      Year
                
                $
                (47,428,000
                )
                
                $
                (45,572,000
                )Net Earnings(Loss)
                
                
                2,828,000
                
                
                
                (1,856,000
                )End of Year
                
                $
                (44,600,000
                )
                
                $
                (47,428,000
                )














(The accompanying notes are an integral
part of these consolidated financial statements.)
 F7


GAMECORP
LTD.AND
SUBSIDIARIES


Consolidated Statements of Cash
Flows


Years EndedSeptember 30, 2008and 2007




2008
                                
                                
                                2007Cash Flows from Operating
      ActivitiesNetearnings (loss)from continuing
      operations
                                
                                $
                                2,383,000
                                
                                
                                $
                                (877,000
                                )Adjustments
      for:Amortization of property and
      equipment
                                
                                
                                11,000
                                
                                
                                
                                12,000Foreign
      exchange
                                
                                
                                -
                                
                                
                                
                                40,000Fair value adjustmentson financial
      instruments
                                
                                
                                (3,410,000
                                )
                                
                                
                                4,567,000Gain on
      dilution
                                
                                
                                -
                                
                                
                                
                                (4,525,000
                                )Share of losses of equity
      accounted investee
                                
                                
                                361,000
                                
                                
                                
                                80,000Write downof advance to
      corporation
                                
                                
                                9,000
                                
                                
                                
                                15,000(Gain)/losson disposal of
      investments
                                
                                
                                (65,000
                                )
                                
                                
                                97,000Funds used in continuing operating
      activities
                                
                                
                                (711,000
                                )
                                
                                
                                (591,000
                                )Changes in Non-Cash Working
      Capital:Accounts
      receivable
                                
                                
                                (24,000
                                )
                                
                                
                                (25,000
                                )Prepaid expenses and sundry
      assets
                                
                                
                                (5,000
                                )
                                
                                
                                7,000Accounts payableand accrued
      charges
                                
                                
                                (162,000
                                )
                                
                                
                                142,000Net funds used incontinuing operating
      activities
                                
                                
                                (902,000
                                )
                                
                                
                                (467,000
                                )Net lossfrom discontinued
      operations
                                
                                
                                445,000
                                
                                
                                
                                (979,000
                                )Adjustments
      for:Non-cashearnings
                                
                                
                                (59,000
                                )
                                
                                
                                (30,000
                                )Gain
      on disposal of investments
                                
                                
                                (598,000
                                )
                                
                                
                                -Proceeds from
       sale of investments
                                
                                
                                655,000
                                
                                
                                
                                -Write down of
      investment
                                
                                
                                212,000
                                
                                
                                
                                -Liabilities of discontinued
      operations
                                
                                
                                (702,000
                                )
                                
                                
                                702,000Net fundsused in discontinued
      operations
                                
                                
                                (47,000
                                )
                                
                                
                                (307,000
                                )Cash Flows from
      Investing Activities:Increase ininvestments
                                
                                
                                (2,388,000
                                )
                                
                                
                                -Due fromrelated
      parties
                                
                                
                                2,936,000
                                
                                
                                
                                (1,314,000
                                )Acquisition of property and
      equipment
                                
                                
                                (2,000
                                )
                                
                                
                                (5,000
                                )Increase in short term
      investments
                                
                                
                                (15,000
                                )Proceeds from sale of
      investment
                                
                                
                                91,000
                                
                                
                                
                                1,476,000Proceeds from collection of note
      receivable
                                
                                
                                131,000
                                
                                
                                
                                -Net funds provided by investing
      activities
                                
                                
                                753,000
                                
                                
                                
                                157,000Cash Flows from Financing
      Activities:Proceeds from common stock private
      placement
                                
                                
                                -
                                
                                
                                
                                536,000Proceeds from common stocksubscriptions
                                
                                
                                560,000
                                
                                
                                
                                -Due to related
      parties
                                
                                
                                10,000
                                
                                
                                
                                -Repayment of notes
      payable
                                
                                
                                (398,000
                                )
                                
                                
                                -Bank
      indebtedness
                                
                                
                                24,000
                                
                                
                                
                                6,000Net funds provided by financing
      activities
                                
                                
                                196,000
                                
                                
                                
                                542,000NetDecreasein Cash
                                
                                
                                -
                                
                                
                                
                                (75,000
                                )Cash – Beginning of
      Year
                                
                                
                                -
                                
                                
                                
                                75,000Cash – End of
      Year
                                
                                $
                                -
                                
                                
                                $
                                -








Supplemental information provided in
note 21.


(The accompanying notes are an integral
part of these consolidated financial statements.)
 F8
 GAMECORP LTD.
 AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2008 and 2007







1.      Organization and Nature of
Business




Gamecorp Ltd. (the "Company" or
"Gamecorp") was originally incorporated as Alexa Ventures Inc. onSeptember 8, 1986under the laws ofBritish Columbia. Currently, the Company is in good
standing, operating under the laws ofOntario. OnMay 28, 2008, the Company changed its name from
Eiger Technology, Inc. to Gamecorp Ltd.  The Company is listed as an
issuer on the CNSX.




The
Company is an investment and merchant banking enterprise focused on the
development of its investments. The Company’s current key investments are in the
Gaming and Technology sectors. InterAmerican Gaming, Inc. (“InterAmerican”)
(formerly Racino Royale, Inc.), and Gate To Wire Solutions, Inc. (“Gate To
Wire”) (formerly TrackPower, Inc.) are development stage enterprises involved in
international gaming ventures. The Company has also invested in Baymount
Incorporated (“Baymount”), which is developing a gaming entertainment centre in
Belleville, Ontario. The Company has a legacy investment stake in Newlook
Industries Corp. (“Newlook”), an enterprise with technology and
telecommunications investments.




InterAmerican




InterAmerican is developing Latin
American gaming opportunities through its subsidiaries InterAmerican Operations,
Inc. and IAG Peru S.A.C.




OnOctober 1, 2007, the Company held a 50.4% ownership
interest in InterAmerican. BySeptember 30, 2007, the Company had reduced its interest
in InterAmerican to approximately 10%. Prior to 2007 the Company consolidated
the operating results and balance sheets of Newlook and InterAmerican with its
financial statements. During fiscal 2007, due to a reduction in ownership
percentage as described below, the investments in Newlook and InterAmerican have
been deconsolidated. The effects of deconsolidation are described in notes 8 and
9. Through a series of cash advances later converted into equity of
InterAmerican, the Company increased its interest to46.9%at September 30, 2008.InterAmerican and the Company have
certain common officers and directors.




Gate To
Wire




OnOctober 1, 2007, the Company held an 8% interest in
Gate To Wire and onSeptember 30, 2008it increased the interest to 18.3%
through a conversion of cash advances to equity. Gate To Wire is being
reorganized and will focus on distributing live horseracing signals inLatin Americathrough a recently acquired license.
Gate To Wire and the Company have certain common officers and
directors.




Baymount




Baymount is redeveloping a horseracing
and gaming facility inCanadaand the Company holds a 1% ownership
interest in Baymount. Baymount and the Company have a common
director.


F9
 GAMECORP LTD.
 AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2008 and 2007




1.     Organization and
Nature of Business,cont’d




Newlook




On October 1, 2006, the Company held a
78.5% ownership interest in Newlook. During fiscal 2007, the Company made a
decision to dispose of its investment in order to focus on other business
opportunities. OnSeptember
30, 2007the Company held a
35% ownership position in Newlook. During fiscal 2008 the Company entered into
agreements, with parties it had granted call options to acquire its investment
in Newlook in fiscal 2007. The agreements had the effect of canceling or
unwinding the previously issued options and resulted in increasing the Company’s
interest in Newlook from zero to 18.5%.Newlook and the Company have certain
common officers and directors.




2.
            Going
    Concern




The accompanying consolidated financial
statements have been prepared on a going concern basis, in accordance with
Canadian generally accepted accounting principles ("GAAP") and accounting
principles generally accepted in theUnited States of America.




The going concern basis of presentation
assumes that the Company will continue in operation for the foreseeable future
and will be able to realize its assets and discharge its liabilities and
contingencies in the normal course of operations.




There is doubt about the Company's
ability to continue as a going concern as the Company has a working capital
deficiency of $614,000 as at September 30, 2008 (2007 - $2,193,000) and an
accumulated deficit of $44,600,000 as at September 30, 2008.  The
Company's ability to continue as a going concern is dependent upon the Company's
ability to raise additional capital, to increase management fees and interest
income, and sustain profitable operations.  Should the Company be
unable to continue as a going concern, it may be unable to realize the carrying
value of its assets and to meet its liabilities as they become
due.




The Company believes that future share
issuance and increased management fees to existing and future investees will
provide sufficient cash flow for it to continue as a going concern in its
present form, however, there can be no assurances that the Company will achieve
such results. Accordingly, the consolidated financial statements do not include
any adjustments related to the recoverability and classification of recorded
asset amounts or the amount and classification of liabilities or any other
adjustments that might be necessary should the Company be unable to continue as
a going concern.




3.Significant Accounting
      Policies




These consolidated financial statements
have been prepared in accordance with Canadian GAAP which, except as noted in
note 18, is consistent in all material respects with accounting principles
generally accepted in theUnited States of America.  The principal accounting
policies followed by the Company are as follows:


F10
 GAMECORP LTD.
 AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2008 and 2007




3.     Significant
Accounting Policies,
cont’d




a)
              Basis of
      Presentation




The accompanying consolidated financial
statements include the accounts of Gamecorp and its subsidiaries are presented
in Canadian dollars under the accrual method of accounting.  All
significant intercompany transactions and balances have been eliminated upon
consolidation.




The Company has the following
subsidiaries:




Name
      of Corporation
                  %
      OwnershipAlexa
      Properties Inc.*
                  100%ETIFF
      Holdings (BC) Ltd.*
                  100%Club
      Connects Corp.*
                  100%EigerNet
      Inc.*
                  58.4%Applied
      Lighting Technologies Inc.*
                  75%Energy
      Products International Ltd.*
                  75%International
      Balast Corp.*
                  75%Call
      Zone Canada Inc.*
                  100%990422
      Ontario Ltd.*
                  100%


* Inactive or holding company
only




b)
              Discontinued
      Operations




The Company has recognized the
      results of its investment in Newlook as discontinued operations. During
      fiscal 2007 the Company made a decision to dispose of its investment over
      time to focus on other gaming based
  opportunities.




c)
              Short Term
      Investments




Short term investments are carried
      at the lower of cost or fair value and consist of guaranteed investment
      certificates.




d)
              Equipment




Equipment is stated at
cost.  Amortization, based on the estimated useful lives of the
assets, is provided using the under noted annual rates and
methods:







Furniture
      and fixtures
                    20%
                    Declining
      balanceComputer
      equipment
                    30%
                    Declining
      balance








F11
 GAMECORP LTD.
 AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2008 and 2007




3.
            Significant
      Accounting Policies,cont’d




e)
              Investments


Investments in other entities are
accounted for using the equity method or cost basis depending upon the level of
ownership and/or the Company's ability to exercise significant influence over
the operating and financial
policies of the investee.




Equity
Investments




Equity investments are recorded at original cost
and adjustedperiodically
to recognize the Company's proportionate share of the investees' net income or
losses after the date of investment. When net losses from an equity accounted
for investment exceed its carrying amount, the investment balance is reduced to
zero and additional losses are not provided for. The Company resumes accounting
for the investment under the equity method when the entity
subsequentlyreports net
income and the Company's share of that net income exceeds the share of net
losses not recognized during the period the equity method was suspended.
Investments are written down only when there is clear evidence that a decline in
value that is other than temporary has occurred. When an equity accounted for
investee issues its own shares, the subsequent reduction in the Company's
proportionate interest in the investee is reflected in income as aproportionate interestdeemed dilution gain orproportionate interestloss on disposition.




Cost
Investments




Investments are recorded at original
cost and written down only when clear evidence that a decline in value, other
than temporary, has occurred.




f)
              Advertising
      Costs




The Company expenses advertising costs
as incurred.




g)
              Long-lived Asset
      Impairment




The Company reviews its long-lived
assets for impairment whenever events or changes in circumstances indicate that
the carrying amount may not be recoverable. Recoverability is assessed based on
the carrying amount of a long-lived asset compared to the sum of the future
undiscounted cash flows expected to result from the use and the eventual
disposal of the asset.  An impairment loss is recognized when the
carrying amount is not recoverable and exceeds fair value.  No
impairments have been recorded.




h)
              Financial Risk
      Management




The Company has exposure to credit risk,
foreign exchange risk and liquidity risk. The Company has established policies
and procedures to manage these risks, with the objective of minimizing any
adverse effect that changes in these variables could have on the consolidated
financial statements.







F12
 GAMECORP LTD.
 AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2008 and 2007




3.
            Significant
      Accounting Policies,cont’d




Credit
      Risk




The Company's financial assets that are
exposed to credit risk consist primarily of accounts receivable and notes
receivable. AtSeptember
30, 2008and 2007, the
balance of accounts receivable was $57,000 and $33,000, the balance of notes
receivable at cost was $175,000 and $624,000. Accounts receivable represent GST
refunds, the collection of which has typically spanned abnormal periods of time.
Notes receivable are secured by common shares of Newlook which had a fair value
of $1,047,000 onSeptember
30, 2008.




Foreign
Exchange Risk




Foreign exchange risk arises from the
extent of assets invested in U.S. dollars. The Company’s investment in Gate To
Wire and InterAmerican are in U.S. dollars. As atSeptember 30, 2008and 2007 the amount invested in
InterAmerican at cost was $1,041,000 and $nil. As atSeptember 30, 2008the amount invested in Gate To Wire at
cost was $444,000. A one cent change in the value of the U.S. dollar relative to
the value of the Canadian dollar would result in a $15,000 change in value of
these investments. The Company monitors foreign exchange fluctuations and may
execute hedges to counterbalance currency movements.




Liquidity
Risk




Liquidity risk is the risk that the
Company will not be able to meet its financial obligations as they fall due. The
Company’s approach to managing liquidity risk is to ensure, as far as possible,
that it will have sufficient liquidity to meet its liabilities when due, under
both normal and stressed conditions, without incurring unacceptable losses or
risking damage to the Company’s reputation. The Company manages liquidity risk
by closely monitoring changing conditions in its investees, participating in the
day to day management and by forecasting cash flows from operations and
anticipated investing and financing activities.




The Company has recently been
reorganized and moved in a new business direction. AtSeptember 30, 2008, there is doubt about the Company’s
ability to continue as a going concern primarily due to its history of losses
and a $614,000 working capital deficit. Liquidity risk continues to be a key
concern in the development of future operations and the success of its
investments.




i)
              Revenue
      Recognition




Operating revenues are recognized when
they are earned, specifically, when services are provided, products are
delivered to customers, persuasive evidence of an arrangement exists, amounts
are fixed or determinable, and collectibility is reasonably assured. The
Company's principal sources of revenue are management fees from investees and
interest income from loans provided recognized on an accrual
basis.


Revenues are recognized upon approval by
regulatory authority as a result grant income is recognized subsequent to the
race date; whereas, wagering revenues are recognized on the
race  date.


F13
 GAMECORP LTD.
 AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2008 and 2007




3.
            Significant
      Accounting Policies,cont’d




j)
              Income
  Taxes




The Company accounts for and
      measures future tax assets and liabilities in accordance with the asset
      and liability method. Under this method, future tax assets and liabilities
      are recognized for future tax consequences attributable to differences
      between the financial statement carrying amounts of existing assets and
      liabilities and their respective tax bases. Future tax assets and
      liabilities are measured using enacted or substantively enacted tax rates
      expected to apply to taxable income in the years in which those temporary
      differences are expected to be recovered or settled. The effect on future
      tax assets and liabilities of a change in tax rates is recognized in
      income in the period that includes the date of enactment or substantive
      enactment of the change. When the future realization of income tax assets
      does not meet the test of being more likely than not to occur, a valuation
      allowance in the amount of the potential future benefit is taken and no
      net asset is recognized.




k)
              Earnings (Loss) Per
      Share




Basic earnings (loss) per share is
      computed by dividing income available to common shareholders by the
      weighted average number of common shares outstanding during the period.
      The computation of diluted earnings (loss) per share, according to the
      treasury stock method, assumes that any proceeds from the exercise of
      dilutive stock options and warrants would be used to repurchase common
      shares at the average market price during the period, with the incremental
      number of shares being included in the denominator of the diluted earnings
      (loss) per share calculation. The diluted earnings (loss) per share
      calculation assumes the conversion, exercise or contingent issuance of
      securities only when such conversion, exercise or issuance would have a
      dilutive effect on earnings (loss) per share. Stock options and share
      purchase warrants outstanding are not included in the computation of
      diluted loss per share if their inclusion would be
      anti-dilutive.




l)      Use of Estimates




The preparation of financial statements
in conformity with Canadian generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the 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.  These estimates are reviewed periodically, and,
as adjustments become necessary, they are reported in earnings in the period in
which they become known.




m)
            Stock Based
      Compensation




The Company accounts for stock based
compensation which includes the issuance of options of equity instruments using
the fair value method. The estimated fair value is amortized to expense over the
period in which the related services are rendered, which is usually the vesting
period of the options. All outstanding options are classified as contributed
surplus within shareholders’ equity and carried at their fair
value.


F14
 GAMECORP LTD.
 AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2008 and 2007




3.
            Significant
      Accounting Policies,cont’d




n)
              Foreign Currency
      Translation




Monetary items denominated in foreign
currencies are translated into Canadian dollars at the foreign currency exchange
rate in effect at each balance sheet date. Non-monetary items in foreign
currencies are translated into Canadian dollars at historical rates of exchange
except for those carried at market which are translated at the foreign currency
exchange rate in effect at each balance sheet date. Revenues and expenses
denominated in foreign currencies are translated into Canadian dollars at the
weighted average foreign current exchange rate for the year. Translation gains
and losses are included in determining net earnings.




4.      Notes Receivable





2008
                      
                      
                      2007Foundation Venture
      Leasing
                      
                      $
                      -
                      
                      
                      $
                      624,000Former
      optionees
                      
                      
                      170,000
                      
                      
                      
                      -Total
                      
                      
                      170,000
                      
                      
                      
                      624,000Less : current
      portion
                      
                      
                      (156,000
                      )
                      
                      
                      -Long term
                      
                      $
                      14,000
                      
                      
                      $
                      624,000




Foundation Venture
Leasing




On August 8, 2007, the Company disposed
of 14,021,600 common shares of InterAmerican to Foundation Venture
Leasing(“Foundation”)in exchange
for $29,000 (US$30,000) cash and a secured note receivable of $667,000
(US$671,000). Foundation and the Company entered into a pledge agreement
pursuant to which Foundation pledged 12,619,460 InterAmerican shares to the
Company as security for the third party’s obligation under the
note.  As ofSeptember 30, 2007, the note receivablewasreduced to $624,000
(US$627,000).




On January 8, 2008,the August 8, 2007agreement was amended.  TheCompanysold2,620,000 shares ofInterAmerican to Foundationfor the amounts received under the note
($131,000) and Foundation returned the balance of the 11,401,600 InterAmerican
shares to the Company in exchange for the remainder of the $624,000 note
receivable. OnSeptember
30, 2008there were no
amounts outstanding under the note.




Former Optionees




On March 31, 2008, the Company sold
3,702,000 Newlook common shares to former optionees who had previously held an
option to acquire the Newlook securities (note5). The purchase price was $586,000 being
the same price per share as the cancelled option exercise price. In
payment,the third


F15
 GAMECORP LTD.
 AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2008 and 2007




4.
            Notes
      Receivable,cont’d




Former Optionees, cont’d




parties provided non-interest bearing
promissory notes totaling $586,000with varying repayment dates between
March 8, 2009 and March 8, 2010.OnSeptember 30, 2008there remained $175,000 outstanding
under the notes receivable.The notes receivable are secured by 1,745,000 Newlook common shares which had a
fair value of $1,047,000 onSeptember 30, 2008. The Company has determined the fair
value of the notes receivable atSeptember 30, 2008to be $170,000 and has therefore
recorded an adjustment to income of $5,000 in the current
period.




5.
            Discontinued
      Operations




The Company reduced its ownership
position in Newlook from 78.5% at the beginning of fiscal 2007 to 35% at
September 30, 2007. In prior years the Company consolidated Newlook but during
the second quarter of fiscal 2007 the Company deconsolidated Newlook and began
to account for this investmentusing the equity method.During fiscal 2007 the Company recorded
$4,525,000 as a gain on dilution arising from the deconsolidation of
Newlook.




As ofSeptember 30, 2007, the Newlook investment balance was
$207,000.




The consolidated loss prior to
deconsolidation and the post deconsolidation equity earnings are classified as
discontinued operations.




Duringfiscal 2007, the Company sold
14,263,000 Newlook shares
for total cash proceeds of $1,866,000 and recorded a loss on disposal of
$285,000. The Company also issued options to
others to acquire its remaining investment in Newlook at $0.10 per share at
specific dates in the future (note 12).




During fiscal 2008, options to acquire
1,970,000 Newlook shares were exercised in March 2008, for proceeds of $269,000
resulting in a gain of $189,000 being recorded. Also in March 2008, the
optionees agreed to acquire 3,702,000 Newlook common shares formerly under
option (note 4) and the Company agreed to pay a $0.30 cancellation fee on
4,178,000 options (note 11), which effectively cancelled all remaining options
granted. The Company recorded a gain of $409,000 as a result of the disposal of
3,702,000 shares. The Company acquired a further 1,105,500 Newlook common shares
for cash proceeds of $731,000.




The Company recorded $59,000 as its
share of Newlook earnings during fiscal 2008.




Management has determined that its
investment in Newlook is permanently impaired dueto an interim receivership order served on
certain of Newlook’s operating subsidiaries (note 25). The Company recorded a
$212,000 write down of its investment due to the impairment at September 30,
2008. Such write down has been recorded in discontinued operations.




On September 30, 2008, the Company held
5,473,500 Newlook common shares, valued at $527,000, representing an 18.5%
interest.


F16
 GAMECORP LTD.
 AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2008 and 2007




5.
            Discontinued
      Operations,cont’d




The operations of Newlook are presented
in the consolidated financial statements as discontinued operations as
follows:





2008
                        
                        
                        2007Revenue
                        
                        $
                        -
                        
                        
                        $
                        8,649,000Cost of revenue and expenses of
      discontinued operations
                        
                        
                        -
                        
                        
                        
                        (9,628,000
                        )Loss on discontinued
      operations
                        
                        
                        -
                        
                        
                        
                        (979,000
                        )Share of earnings of equity
      accounted investee
                        
                        
                        59,000
                        
                        
                        
                        -Write down of investment due to
      impairment
                        
                        
                        (212,000
                        )
                        
                        
                        -Gain
      on disposal of investment
                        
                        
                        598,000
                        
                        
                        
                        -Income
taxes
                        
                        
                        -
                        
                        
                        
                        -Earnings (loss) from discontinued
      operations
                        
                        $
                        445,000
                        
                        
                        $
                        (979,000
                        )







Assets and liabilities presented in the
consolidated balance sheets include the following assets and liabilities of
discontinued operations:




2008
                  
                  
                  2007Current
    assets
                  
                  $
                  -
                  
                  
                  $
                  -Investments
                  
                  
                  527,000
                  
                  
                  
                  207,000Assets of discontinued
      operations
                  
                  $
                  527,000
                  
                  
                  $
                  207,000Current
      liabilities
                  
                  $
                  -
                  
                  
                  $
                  702,000Long-term
    debt
                  
                  
                  -
                  
                  
                  
                  -Liabilities of discontinued
      operations
                  
                  $
                  -
                  
                  
                  $
                  702,000




6.Equipment





Cost
              
              Accumulated
                Amortization
              
              2008
                NetBook Value
              
              2007
                Net
                Book
  ValueFurniture and
      fixtures
              $
              144,000
              $
              106,000
              $
              38,000
              $
              46,000Computer
      equipment
              
              5,000
              
              2,000
              
              3,000
              
              4,000$
              149,000
              $
              108,000
              $
              41,000
              $
              50,000







F17
 GAMECORP LTD.
 AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2008 and 2007




7.     Advance to
Corporation





2008
                  
                  2007Advance
      to Lexatec VR Systems Inc.
                  $
                  7,000
                  $
                  16,000







The advance noted above is non-interest
bearing, has no specific terms of repayment and is secured by a pledge of
reciprocal shareholdings. As atSeptember 30, 2008, management recorded a $9,000 (2007 -
$15,000) writedown of the advance to the fair value of the
security.




8.     Investments




a)
              InterAmerican




During fiscal 2007, the Company disposed
of a sufficient number of common shares ofInterAmericanto reduce the ownership interest to
below 50%. Accordingly the Company changed accounting methods from consolidation
to equity accounting.As of September 30, 2007,
the Company’scarrying
value of itsinvestment inInterAmerican was
$Nil.During the year ended September 30,
2007, the Company recorded its share ofInterAmericanlosses post deconsolidation of
$80,000.During fiscal 2007, the Company disposed
of 16,021,600




InterAmericanshares (which included the14,021,600 shares as described in
note4) for total proceeds of $881,000
($184,000 cash and $696,000 note receivable) and the Company
recorded a gain of $187,000 from the sale transactions.OnSeptember 30, 2007, the Company held 2,013,000
InterAmerican common shares.




OnJanuary 8, 2008, the Company reacquired 11,401,600
InterAmerican shares from Foundation in exchange for the remainder of a $624,000
note receivable(note 4). During fiscal 2008, the
Company converted cash advances totaling $919,000 made to InterAmerican into
17,758,000 InterAmerican common shares and disposed of510,000shares for proceeds of $91,000 and
recorded a gain of $65,000.




The Company recorded $361,000 as its
share of InterAmerican losses during fiscal 2008.




OnSeptember 30, 2008, the Company held 30,662,600
InterAmerican common shares valued at $1,146,000, representing a 46.9%
interest.




b)Gate To
  Wire




The Company accounts for its
      investment in Gate To Wire as an available-for-sale investment measured at
      fair value.  Unrealized gains or losses are recorded in
      accumulated other comprehensive income within shareholders’
      equity.




In January 2008, the Company acquired
2,000,000 Gate To Wire common shares for $200,000 and onSeptember 30, 2008, the Company converted cash advances
made to Gate To Wire of $273,000 into 2,600,000 common
shares.


F18
 GAMECORP LTD.
 AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2008 and 2007




8.
            Investments,cont’d




b)Gate To Wire,
      cont’d




On September 30, 2008, the Company held
4,600,000 Gate To Wire common shares carried at $473,000 representing an 18.3%
interest.  The Company has determined the fair value of its investment
in Gate To Wire at September 30, 2008 was $735,000 and accordingly has recorded
a $262,000 unrealized gain in accumulated other comprehensive
income.




c)Baymount




The Company accounts for its
      investment in Baymount as an available-for-sale investment measured at
      fair value.  Unrealized gains or losses are recorded in
      accumulated other comprehensive income within shareholders’
      equity.




The Company purchased 1,501,000
      Baymount common shares representing a 1% ownership interest. The Company
      paid $150,000 in cash to acquire the shares. There are approximately
      139,000,000 Baymount shares outstanding.Management has
      determined that the fair value of the Baymount investment was $75,000 atSeptember 30,
      2008and accordingly
      has recorded a $75,000 unrealized loss in accumulated other comprehensive
      income.




d)
              Investment activity during fiscal
      2008 can be summarized as
follows:





Equity share of earnings
      (loss)
                            
                            Gains on disposal of
      shares
                            
                            Carrying
    value
                            
                            Adjustment to accumulated other
      comprehensive
                              incomeInterAmerican
                            $
                            (361,000)
                            $
                            65,000
                            $
                            1,166,000
                            $
                            -Gate To
Wire
                            
                            -
                            
                            
                            
                            735,000
                            
                            262,000Baymount
                            
                            -
                            
                            
                            
                            75,000
                            
                            (75,000)Total
                            $
                            (361,000)
                            $
                            65,000
                            $
                            1,976,000
                            $
                            187,000




9.     Due from/to Related
Parties




Following the deconsolidation of Newlook
andInterAmerican, the Company began to record amounts
due fromor to
theserelated
parties.




Amounts due from related parties were as
follows:





2008
                    
                    2007Newlook and
      subsidiaries
                    $
                    -
                    $
                    2,856,000InterAmerican
                    
                    -
                    
                    80,000Total
                    $
                    -
                    $
                    2,936,000


F19
 GAMECORP LTD.
 AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2008 and 2007




9.      Due from/to Related
Parties,cont’d




Amounts due from related partieswere unsecured and
hadno specific repayment
dates. Interest
accruedon the amounts from
Newlook atCanada Revenue
Agency’s prescribed annual interest rateplus2% per annum. Amounts due fromInterAmericanwere non-interest
bearing.




Amounts due to related parties are as
follows:





2008
                    
                    2007Newlook and
      subsidiaries
                    $
                    10,000
                    $
                    -




Amounts dueto related parties bear interest at the
Canadian Revenue Agency’s prescribed rate, areunsecured and have no specific
repayment dates.




10.    Unissued Share
Liability




Duringfiscal2008, the Company received
$560,000 in cash from investors under $0.25
per share common stock share subscriptions and agreed to issue common stock in
lieu ofa$240,000 promissory note. As ofSeptember30, 2008, the private placement had not yet
closed and accordingly the Company recorded a total of $800,000unissued share liability. The Company is obligated to issue3,200,000 common shares to settle this
liability.Onclosing the liability will be
transferred toshare
capital.




OnNovember 10, 2008, the Company closed the private
placement by issuing 4,000,000 common shares at $0.25 per share (note
25).




11.Notes
    Payable




On March 31, 2008, the Company agreed to
issue non-interest bearing promissory notes to certain former Newlook option
holders totaling $1,253,000 representing a cancellation fee of
$0.30 per option on 4,178,000 cancelled Newlook options (note5). Pursuant to the terms of the note,
the Company is obligated to
pay $251,000on the first
day of the month for 5 consecutive months beginningMay 1, 2008. The Company did not make payments as
originally contemplated, however as ofSeptember30, 2008, the Company reduced the promissory
notes with cash payments totaling $398,000 and a credit of $240,000, to a note
holderwho agreed to
subscribefor common
shares.OnSeptember30, 2008, the Companyremains in default and$615,000is unpaidunder these promissory
notes.AtSeptember 30, 2008, the fair value of the notes payable
was $605,000 and accordingly the Company has recorded a $10,000 adjustment to
income in the current period.


F20
 GAMECORP LTD.
 AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2008 and 2007




12.
            Derivative Financial
      Instrument




Duringfiscal2007, the Company issued call options to
third party investors to acquire 14,000,000 common shares of the Company’s
investment in Newlook exercisable at $0.10 per share expiring in tranches of
2,000,000 shares on each of March 18, 2007,September 18, 2007, March 18, 2008,
September 18, 2008, March 18, 2009, September 18, 2009 and March 18, 2010. The
Company valued the options,
using the Black-Scholes option pricing model,collectively at $889,000 at
issuance.




On September 28, 2007, the Company
cancelled options to acquire 900,000 common shares issued in January 2007 and
reissued the options to Wireless Age Communications,Inc., a majority owned subsidiary of
Newlook at an exercise price of $0.40 per share.




Prior tothe end of the 2007 fiscal
year, 4,000,000 of the
options were exercised and atSeptember 30, 2007, options to purchase 10,000,000 Newlook
common shares were outstanding. The fair value of the remaining options at
September 30, 2007 was $4,657,000 of which $1,777,000 had been
classified as a current portion of the derivative financial
liability.




The Company recognized a $4,567,000adjustment to income during 2007
representing changes in fair value during the year.




The estimated fair value of the options
atSeptember 30,
2007was determined using
the Black-Scholes option pricing model with the following weighted average
assumptions:







Risk-free
      interest rate
                  5.0%Dividend
      yield
                  0%Volatility factor of expected
      market price of Newlook’s
      shares
                  136.2%Average
      expected option life (in years)
                  1.4Weighted-average grant date fair
      value ofoptions
    granted
                  $0.47


In March 2008, 1,970,000 options were
exercised, 3,702,000 options were effectively cancelled by the sale of the
underlying shares to the optionee (note 4) and 4,178,000 options were cancelled
in exchange for a $0.30 fee per option (note 11). The derivative financial
instrument was effectively cancelled and accordingly the Company recorded a
$3,405,000 gain in the statement of operations in 2008, representing the final
adjustment or extinguishment of the derivative financial
instrument.




13.Commitments and
      Contingencies




There is a claim outstanding against the
Company by a former employee for wrongful dismissal, alleged breach of contract,
punitive and aggravated damages and costs. It is the Company's opinion that
there is no merit to the claim of breach of contract, punitive or aggravated
damages. Management believes that damages resulting from this claim would be
immaterial, if any.


F21
 GAMECORP LTD.
 AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2008 and 2007




14.Financial
      Instruments




The Company has classified its financial
instruments as follows:







2008
                
                2007Carrying
    amount
                
                Fair
                  value
                
                Carrying
                  amount
                
                Fair
                  ValueFinancial
      assetsShort term investments, held for
      trading measured at fair value
                $
                15,000
                $
                15,000
                $
                -
                $
                -Accounts receivable, held-for
      trading measured at fair value
                
                57,000
                
                57,000
                
                33,000
                
                33,000Notes receivable, held-for-trading
      measured at fair value
                
                175,000
                
                170,000
                
                624,000
                
                624,000Due from related parties, loans
      and receivables measured at
                  amortized
    cost
                
                -
                
                -
                
                2,936,000
                
                2,936,000Investments, available-for-sale
      measured at fair value
                
                624,000
                
                810,000
                
                -
                
                -Advance to corporation,
      held-for-trading measured at fair value
                
                16,000
                
                7,000
                
                30,000
                
                16,000$
                887,000
                $
                1,059,000
                $
                3,623,000
                $
                3,609,000Financial
      liabilitiesBank indebtedness, other financial
      liability measured at amortized cost
                $
                30,000
                $
                30,000
                $
                6,000
                $
                6,000Accounts payable and accrued
      charges, other financial liability measured at amortized
      cost
                
                205,000
                
                205,000
                
                368,000
                
                368,000Due to related parties, other
      financial liability measured at amortized cost
                
                10,000
                
                10,000
                
                -
                
                -Notes payable, held-for-trading
      measured at fair value
                
                615,000
                
                605,000
                
                -
                
                -Derivative financial instrument,
      held-for-trading measured at fair value
                
                -
                
                -
                
                4,657,000
                
                4,657,000Liabilities of discontinued
      operations, other financial liability measured at amortized
      cost
                
                -
                
                -
                
                702,000
                
                702,000$
                860,000
                $
                850,000
                $
                5,733,000
                $
                5,733,000


F22
 GAMECORP LTD.
 AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2008 and 2007




14.Financial
      Instruments,cont’d




Held-for-trading assets and liabilities
are carried at fair value. Loans and receivables assets and other financial
liabilities are initially measured at fair value and subsequently measured at
amortized cost using the effective interest method. For accounts receivable, due
from or to related parties, bank indebtedness, accounts payable and accrued
charges and liabilities of discontinued operations, the carrying amounts
approximate fair value because of the short maturity of these instruments. Notes
receivable and payables which are non-interest bearing are carried at fair
value.




Fair value adjustments to financial
instruments are summarized as follows:







2008
                              
                              2007Derivative financial instrument –
      note 12
                              $
                              3,405,000
                              $
                              (4,567,000)Notes receivable – note
      4
                              
                              (5,000)
                              
                              -Notes payable – note
      11
                              
                              10,000
                              
                              -Total
                              $
                              3,410,000
                              $
                              (4,567,000)




15.
            Share
    Capital




Authorized: 10,000,000 Common Shares
without par value




OnJune 24, 2008, the Company completed a share
consolidation on a one post-consolidation common share for ten pre-consolidation
common shares.




Issued:




2008
                      
                      2007No. of
    Shares
                      
                      Amount
                      
                      No. of
    Shares
                      
                      AmountBeginning of
      year
                      
                      
                      42,430,174
                      $
                      44,397,000
                      
                      38,860,174
                      $
                      43,861,000Issued inprivateplacement
                      
                      
                      -
                      
                      -
                      
                      3,570,000
                      
                      536,000Cancelled prior to
      consolidation
                      
                      
                      (128,125)
                      
                      -
                      
                      -
                      
                      -Cancelled due to
      consolidation
                      
                      
                      (42,302,049)
                      
                      -
                      
                      -
                      
                      -Issued due to
      consolidation
                      
                      
                      4,230,205
                      
                      -
                      
                      -
                      
                      -End of year
                      
                      
                      4,230,205
                      
                      44,397,000
                      
                      42,430,174
                      
                      44,397,000Treasury
    shares
                      
                      
                      (4,112)
                      
                      (22,000)
                      
                      (41,120)
                      
                      (22,000)Warrants
                      
                      
                      -
                      
                      (89,000)
                      
                      -
                      
                      (89,000)4,226,093
                      $
                      44,286,000
                      
                      42,389,054
                      $
                      44,286,000







F23
 GAMECORP LTD.
 AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2008 and 2007




15.
            Share Capital,cont’d




On May 7 and 18, 2007, the Company
issued 3,570,000 units at a purchase price of $0.15 per unit. Each unit
consisted of 1 common share and three purchase warrants. One warrant is
exercisable for one year from date of distribution at an exercise price of
$0.25, one warrant is exercisable at $0.50 for a period of one year beginning
one year after date of distribution and one warrant is exercisable at $0.75 for
one year beginning two years after date of distribution.




a)Stock
      Options




The Company awards unconditional stock
options to employees, officers, directors and others at the recommendation of
the Chief Executive Officer (“CEO”) under an incentive stock plan (the
"Plan").  Options are granted at the fair market value of the shares
on the day granted, and vest over various terms.  Compensation expense
is recognized when options are issued.




Stock options outstanding onJune 24, 2008were adjusted for a common share
consolidation based on one post-consolidation common share for each ten
pre-consolidation common shares. Through the share consolidation 2,371,000
options with a weighted average exercise price (“WAEP”) price of $0.65 were
cancelled and replaced by 237,100 with a WAEP of $6.46.




The following is a continuity schedule
of outstanding options for the reporting periods.





No.
      of Options
                
                2008
      WAEP
                
                No.
      of Options
                
                2008
      WAEPBeginning
      of year
                
                2,791,000
                $
                0.63
                
                3,556,000
                $
                0.60Expired
                
                (420,000)
                
                0.55
                
                (765,000)
                
                0.55Cancelled
      due to consolidation
                
                (2,371,000)
                
                (0.65)
                
                -
                
                -Issued
      due to consolidation
                
                237,100
                
                6.46
                
                -
                
                -End
      of year
                
                237,100
                $
                6.46
                
                2,791,000
                $
                0.63




The following table
summarizes stock option information outstanding at September 30, 2008, where
“yrs” refers to years.




Exercise
Prices
                    of Options
                  
                  Number Outstanding and
      Exercisable
                  
                  Weighted–Average Remaining
      Contractual Life
                  Weighted-Average Exercise
      Price$ 4.00
                  
                  117,500
                  
                  1.53 yrs
                  $ 1.98$ 8.50
                  
                  79,600
                  
                  0.50 yrs
                  $ 2.85$ 9.60
                  
                  40,000
                  
                  0.23 yrs
                  $ 1.62$4.00-$9.60
                  
                  237,100
                  
                  0.98 yrs
                  $
  6.46





F24
 GAMECORP LTD.
 AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2008 and 2007




15.   
Share
Capital,
cont’d




The following table summarizes stock
option information outstanding atSeptember 30, 2007.




Exercise
Prices
                    of Options
                  Number Outstanding and
      Exercisable
                  Weighted–Average Remaining
      Contractual Life
                  Weighted-Average Exercise
      Price$ 0.40
                  1,175,000
                  2.57 yrs
                  $ 0.40$ 0.55
                  320,000
                  1.01 yrs
                  $ 0.55$ 0.57
                  100,000
                  0.43 yrs
                  $ 0.57$ 0.85
                  796,000
                  1.50 yrs
                  $ 0.85$ 0.96
                  400,000
                  1.23 yrs
                  $ 0.96$0.40-$.96
                  2,791,000
                  1.82 yrs
                  $
  0.63




In 2008 and 2007, the Company did not
award any options to buy shares of the Company under the
Plan.




No stock options were exercised during
2008 and 2007.  In 2008 and 2007, the Company expensed $nil related to
the fair value of the options granted in earlier periods.




Under the Plan, atSeptember 30, 2008, the Company has authorized for
issuance a maximum of 720,000 options to acquire common shares of the Company of
which 482,900 options are available.  The total proceeds that would be
generated upon exercise of all issued and outstanding options is approximately
$1,530,600.




b)Warrants




The Company issued warrants to acquire
10,710,000 common shares during fiscal 2007. The warrants were included in units
issued of one common share and three purchase warrants.






Warrants outstanding onJune 24, 2008were adjusted for a common share
consolidation based on one post-consolidation common share for each ten
pre-consolidation common shares. Through the share consolidation, warrants to
acquire 7,140,000 common shares with a WAEP of $0.63 were cancelled and replaced
with 714,000 warrants with a WAEP of $6.25.


F25
 GAMECORP LTD.
 AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2008 and 2007




15.    Share Capital,cont’d




The following is a continuity schedule
of outstanding warrants for fiscal 2008.




No. of
    Warrants
                    
                    
                    WAEPBeginning of
      year
                    
                    
                    10,710,000
                    
                    
                    $
                    0.50Expired
                    
                    
                    (3,570,000
                    )
                    
                    
                    (0.25
                    )Cancelled due to
      consolidation
                    
                    
                    (7,140,000
                    )
                    
                    
                    (0.63
                    )Issued due to
      consolidation
                    
                    
                    714,000
                    
                    
                    
                    6.25End of year
                    
                    
                    714,000
                    
                    
                    $
                    6.25




The following table summarizes
purchase warrants information outstanding as atSeptember 30, 2008.




No.
    Outstanding
                    
                    Expiry Date
                    Exercisable
      Date
                    
                    WAEP357,000
                    
                    May 7, 2009
                    May 7, 2008
                    
                    
                    5.00357,000
                    
                    May 7, 2010
                    May 7, 2009
                    
                    
                    7.50714,000
                    
                    
                    
                    
                    $
                    6.25







During fiscal 2007 the estimated fair
value of the warrants issued was determined using the Black-Scholes option
pricing model with the following weighted average
assumptions:




Risk-free interest
      rate
                        5.0%Dividend
    yield
                        0%Volatility factor of expected
      market price of the company's
      shares
                        82%Average expected option life (in
      years)
                        1.5Weighted-average grant date fair
      value of options
      granted
                        $0.008




c)Contributed Surplus




Contributed surplus opening balance
consisted of stock-based compensation only and the closing balance represents
stock-based compensation of $1,189,000 and $89,000 representing the fair value
of warrants issued during fiscal 2007 as part of
financing.


F26
 GAMECORP LTD.
 AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2008 and 2007




16.    Related Party
Transactions




All transactions within the corporate
group are in the normal course of business and are recorded at the exchange
value agreed to by the related parties.  Inter-company transactions
and balances are eliminated upon consolidation.




Service fees charged by directors,
officers or corporations owned by management personnel during the year totaled
$686,000 (2007 - $1,180,000). Included in the 2007 year is $1,000,000 as a
severance/retirement settlement with the Company’s former
CEO.




Management fees earned from investees
during the period totaled $195,000 (2007 - $nil) and interest income earned from
investees during the current period was $116,000 (2007 -
$47,000).




Included in accounts payable are
payables to directors, officers or corporations owned by management personnel of
$105,000 (2007 - $1,006,000). $702,000 of the 2007 period amount was due to the
Company’s former CEO pursuant to his severance/retirement settlement and has
been classified as discontinued operations.




17.    Income Taxes




The Company accounts for income taxes
using the asset and liability method.  Tax asset and liability account
balances are determined based on differences between financial reporting and tax
basis of assets and liabilities and are measured using the enacted tax
rate.  The effects of future changes in tax losses are not
anticipated.




The provision for income taxes has been
computed as follows:







2008
                  
                  
                  2007Expected income tax expense
      (recovery) at the statutory rate of 33.5% (2007 –
      36.12%)
                  
                  $
                  1,007,000
                  
                  
                  $
                  (670,000
                  )Increase (decrease) in taxes
      resulting from:Non-taxable portion of (gains)
      losses
                  
                  
                  (110,000
                  )
                  
                  
                  18,000Sale of loss carry forwards and
      tax assets of disposed of subsidiaries
                  
                  
                  -
                  
                  
                  
                  4,090,000Non-deductible fair value
      adjustment
                  
                  
                  -
                  
                  
                  
                  1,650,000Non-taxable gain on
      dilution
                  
                  
                  (1,140,000
                  )
                  
                  
                  (1,634,000
                  )Non-taxable equity
      pick-up
                  
                  
                  134,000
                  
                  
                  
                  21,000Tax rate
      changes
                  
                  
                  177,000
                  
                  
                  
                  (106,000
                  )Others
                  
                  
                  -
                  
                  
                  
                  4,000Valuation
      allowances
                  
                  
                  (68,000
                  )
                  
                  
                  (3,373,000
                  )Provision for income
      taxes
                  
                  $
                  -
                  
                  
                  $
                  -


F27
 GAMECORP LTD.
 AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2008 and 2007




17.    Income
Taxes,
cont’d




The components of future income taxes
are as follows:





2008
                
                2007Net operating losses carried
      forward
                $
                2,177,000
                $
                2,445,000Difference between accounting and
      tax carrying - value of equipment
                
                23,000
                
                22,000Valuation
      allowance
                
                (2,200,000)
                
                (2,467,000)$
                -
                $
                -




The Company has tax losses of $6,498,000
(2007 - $6,769,000) available to be applied against future years' taxableincome.  In order to record a future
income tax benefit, it must be more likely than not that the future tax asset
resulting from the tax losses available for carryforward will be realized. Given
the Company's uncertainty regarding profitability, the Company has set up a 100%
valuation allowance in respect of the future income tax asset and the current
taxes. The tax losses expire in years ranging from 2008 through to
2018.




18.
            Reconciliation between Canadian
      andUnited
      StatesGenerally
      Accepted Accounting
Principles




These consolidated financial statements
have been prepared in accordance with Canadian GAAP which differs in certain
respects from U.S. GAAP. There were no material differences between Canadian and
U.S. GAAP.




In September 2006, the Financial
Accounting Standards Board (“FASB”) issued Statement of Financial Accounting
Standards (“SFAS”) No. 157, “Fair Value Measurements” ("SFAS No. 157"), which is
effective for financial statements issued for fiscal years beginning afterNovember 15,
2007. The statement defines
fair value, establishes a framework for measuring fair value in accordance with
generally accepted accounting principles, and expands disclosures about fair
value measurements. The statement codifies the definition of fair value as the
price that would be received to sell an asset or paid to transfer a liability in
an orderly transaction between market participants at the measurement date. The
standard clarifies the principle that fair value should be based on the
assumptions market participants would use when pricing the asset or liability
and establishes a fair value hierarchy that prioritizes the information used to
develop those assumptions. The Company is currently assessing the potential
impacts of implementing this standard.


F28
 GAMECORP LTD.
 AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2008 and 2007




18.
            Reconciliation
      between Canadian and United States Generally Accepted Accounting
      Principles,cont’d




In February 2007, FASB issued SFAS
Statement No. 159, “The
Fair Value Option for Financial Assets and Financial Liabilities – Including an
Amendment ofSFASStatement No. 115” (“SFAS 159”). The
fair value option established by SFAS 159 permits all entities to choose to
measure eligible items at fair value at specified election dates. A business
entity will report unrealized gains or loses on items for which the fair value
option has been elected in earnings (or another performance indication if the
business entity does not report earnings) at each subsequent reporting date. The
fair value option: (a) may be applied instrument by instrument, with a few
exceptions, such as investments otherwise accounted for by the equity method;
(b) is irrevocable (unless a new election date occurs); and (c) is applied only
to entire instruments and not to portions of instruments.SFAS159 is effective as of the beginning of
the fiscal years beginning afterNovember 15, 2007. The Company is currently evaluating
what impact, if any, SFAS 159 will have on itsconsolidatedfinancialposition or results of
operations.





In April 2007, the FASB issued
aFASB Staff
Position(“FSP”)on FASB
Interpretation ("FIN") 39-1 ("FIN 39-1") which modifies FIN
39, “Offsetting of Amounts relating to Certain Contracts” (“FIN
39”).  FIN 39-1 addresses whether a reporting entity that is party to
a master netting arrangement can offset fair value amounts recognized for the
right to reclaim cash collateral (a receivable) or the obligation to return cash
collateral (a payable) against fair value amounts recognized for derivative
instruments that have been offset under the same master netting arrangement in
accordance with FIN 39.  Upon adoption of this FSP, a reporting entity
shall be permitted to change its accounting policy to offset or not offset fair
value amounts recognized for derivative instruments under master netting
arrangements.  The guidance in this FSP is effective for fiscal years
beginning afterNovember
15, 2007.  The Company is
currently assessing the potential impact of implementing this
standard.




In
May 2007,  FASB  issued  a
FSP  on  FIN 46(R)-7, "Application of FASB
Interpretation  No. 46(R) to Investment Companies" ("FSP FIN 46
(R)-7"). FSP FIN 46(R)-7 addresses the application of FASB Interpretation
No.  46 (revised December 2003), "Consolidation of Variable Interest
Entities", by an entity that
accounts  for  its  investments  in  accordance  with
the specialized accounting
guidance  in  the  Audit and Accounting Guide for
Investment Companies ("Guide").  The effective date for FSP FIN
46(R)-7 is the date that an entity initially adopts Statement of Position
(“SOP”) 07-1, Clarification of the Scope of the Audit and Accounting Guide
Investment Companies and Accounting for Parent Companies and Equity Method
Investors for Investments in Investment Companies” (“SOP 07-1”). The Company is
currently assessing the potential impact of implementing this
standard.




F29
 GAMECORP LTD.
 AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2008 and 2007




18.
            Reconciliation between Canadian
      and United States Generally Accepted Accounting Principles,
      cont’d






In
December 2007, FASB issued SFAS No. 141 (revised 2007), “Business
Combinations” ("SFAS 141(R)"). This statement replaces SFAS No. 141,
“Business Combinations” and requires an acquirer to recognize the assets
acquired, the liabilities assumed, including those arising from contractual
contingencies, any contingent consideration, and any noncontrolling interest in
the acquiree at the acquisition date, measured at their fair values as of that
date, with limited exceptions specified in the statement. SFAS 141(R) also
requires the acquirer in a business combination achieved in stages (sometimes
referred to as a step acquisition) to recognize the identifiable assets and
liabilities, as well as the noncontrolling interest in the acquiree, at the full
amounts of their fair values (or other amounts determined in accordance with
SFAS 141(R)). In addition, SFAS 141(R)'s requirement to measure the
noncontrolling interest in the acquiree at fair value will result in recognizing
the goodwill attributable to the noncontrolling interest in addition to that
attributable to the acquirer. SFAS 141(R) amends SFAS No. 109,
“Accounting for Income Taxes”, to require the acquirer to recognize changes in
the amount of its deferred tax benefits that are recognizable because of a
business combination either in income from continuing operations in the period
of the combination or directly in contributed capital, depending on the
circumstances. It also amends SFAS 142, “Goodwill and Other Intangible
Assets”, to, among other things, provide guidance on the impairment testing of
acquired research and development intangible assets and assets that the acquirer
intends not to use. SFAS 141(R) applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15, 2008. The
Company is currently assessing the potential impact that the adoption of
SFAS 141(R) could have on its consolidated financial
statements.






In
December 2007, FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements” ("SFAS 160"). SFAS 160 amends
Accounting Research Bulletin 51, “Consolidated Financial Statements”, to
establish accounting and reporting standards for the noncontrolling interest in
a subsidiary and for the deconsolidation of a subsidiary. It also clarifies that
a noncontrolling interest in a subsidiary is an ownership interest in the
consolidated entity that should be reported as equity in the consolidated
financial statements. SFAS 160 also changes the way the consolidated income
statement is presented by requiring consolidated net income to be reported at
amounts that include the amounts attributable to both the parent and the
noncontrolling interest. It also requires disclosure, on the face of the
consolidated statement of income, of the amounts of consolidated net income
attributable to the parent and to the noncontrolling interest. SFAS 160
requires that a parent recognize a gain or loss in net income when a subsidiary
is deconsolidated and requires expanded disclosures in the consolidated
financial statements that clearly identify and distinguish between the interests
of the parent owners and the interests of the noncontrolling owners of a
subsidiary. SFAS 160 is effective for fiscal periods, and interim periods
within those fiscal years, beginning on or after December 15, 2008. The
Company is currently assessing the potential impact that the adoption of
SFAS 160(R) could have on its consolidated financial
statements.



















F30
 GAMECORP LTD.
 AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2008 and 2007




18.
            Reconciliation
      between Canadian and United States Generally Accepted Accounting
      Principles,cont’d





In February 2008, FASB issued FSP on
SFAS No. 140-3, “Accounting for Transfers of Financial Assets and Repurchase
Financing Transactions” (“FSP SFAS 140-3”).  The objective of this FSP is
to provide guidance on accounting for a transfer of a financial asset and a
repurchase financing.  This FSP presumes that an initial transfer of a
financial asset and a repurchase financing are considered part of the same
arrangement (linked transaction) under SFAS No. 140, “Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities” ("SFAS
140").  However, if certain criteria are met, the initial transfer and
repurchase financing shall not be evaluated as a linked transaction and shall be
evaluated separately under SFAS No. 140.  FSP SFAS 140-3 is effective for
financial statements issued for fiscal years beginning afterNovember 15, 2008, and interim periods within these
fiscal years.  Earlier application is not permitted.  The Company is
currently reviewing the effect, if any; the proposed guidance will have on
itsconsolidatedfinancial
statements.





In February 2008, FASB issued FSP on
American Institute of Certified Public Accountants (“AICPA”) Statement of
Position (“SOP”) 07-1-1, “Effective Date of AICPA Statement of Position 07-1”
(“FSP SOP 07-1-1”).  FSP SOP 07-1-1 delays indefinitely the effective date
of AICPA Statement of Position 07-1, “Clarification of the Scope of the
Audit  and  Accounting  Guide Investment Companies and Accounting
by Parent Companies and Equity Method Investors for Investments in Investment
Companies'' ("SOP No. 07-1").  SOP No. 07-1 clarifies when an entity may
apply the provisions of the Guide.  Investment companies that are within
the scope of the Guide report investments at fair value; 
consolidation  or  use  of  the equity method for
investments  is  generally  not  appropriate.  SOP
No.  07-1 also addresses the retention of specialized investment company
accounting by a parent company in consolidation or by an equity method
investor.  The Company is currently reviewing the effect, if any; the
proposed guidance will have on itsconsolidatedfinancial
statements.





In March 2008, FASB issued SFAS 161,
"Disclosures about Derivative Instruments and Hedging Activities - an amendment
of FASB Statement No. 133" ("SFAS 161"). SFAS 161 changes the disclosure
requirements for derivative instruments and hedging activities. Entities are
required to provide enhanced disclosures about (a) how and why an entity uses
derivative instruments, (b) how derivative instruments and related hedged items
are accounted for under Statement 133 and its related interpretations, and (c)
how derivative instruments and related hedged items affect an entity's financial
position, financial performance, and cash flows. SFAS 161 is effective for
fiscal years and interim periods beginning afterNovember 15, 2008. The Company is currently assessing the
potential impact that the adoption of SFAS 161 could have on
itsconsolidatedfinancial
statements.


F31
 GAMECORP LTD.
 AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2008 and 2007




18.
            Reconciliation
      between Canadian and United States Generally Accepted Accounting
      Principles,cont’d





In April 2008, FASB issued
FSP SFAS 142-3, "Determination of the Useful Life of Intangible
Assets" ("FSP SFAS 142-3"). FSP SFAS 142-3 amends the factors that
should be considered in developing renewal or extension assumptions used to
determine the useful life of a recognized intangible asset under
SFAS No. 142, "Goodwill and Other Intangible Assets"
("SFAS 142"). The intent of this FSP is to improve the consistency between
the useful life of a recognized intangible asset under SFAS 142 and the
period of expected cash flows used to measure the fair value of the asset under
FASB Statement No. 141 (revised 2007), “Business Combinations”, and other US GAAP. FSP SFAS 142-3 is effective for
financial statements issued for fiscal years beginning afterDecember 15, 2008, and interim periods within those
fiscal years. The requirement for determining useful lives must be applied
prospectively to intangible assets acquired after the effective date and the
disclosure requirements must be applied prospectively to all intangible assets
recognized as of, and subsequent to, the effective date. Early adoption is
prohibited. The Company is currently reviewing the effect, if any; the proposed
guidance will have on itsconsolidatedfinancial
statements.





In May, 2008, FASB issued FSP Accounting
Principles Board ("APB") 14-1 "Accounting for Convertible Debt Instruments That
May Be Settled in Cash upon Conversion (Including Partial Cash Settlement)"
("FSP APB 14-1"). FSP APB 14-1 clarifies that convertible debt instruments that
may be settled in cash upon conversion (including partial cash settlement) are
not addressed by paragraph 12 of APB Opinion No. 14, "Accounting for Convertible
Debt and Debt Issued with Stock Purchase Warrants." Additionally, FSP APB 14-1
specifies that issuers of such instruments should separately account for the
liability and equity components in a manner that will reflect the entity’s
nonconvertible debt borrowing rate when interest cost is recognized in
subsequent periods. FSP APB 14-1 is effective for financial statements issued
for fiscal years beginning afterDecember 15, 2008, and interim periods within those
fiscal years. Early adoption is not permitted. The Company is currently
reviewing the effect, if any; the proposed guidance will have on itsconsolidatedfinancial
statements.





In May 2008, FASB issued SFAS No. 162,
"The Hierarchy of Generally Accepted Accounting Principles" ("SFAS 162"). SFAS
162 identifies the sources of accounting principles and the framework for
selecting the principles used in the preparation of financial statements of
nongovernmental entities that are presented in conformity with generally
accepted accounting principles (“GAAP”) in the United States (the GAAP
hierarchy). SFAS 162 is effective 60 days following the SEC’s approval of the
Public Company Accounting Oversight Board amendments to





AU Section 411, "The Meaning of Present
Fairly in Conformity With Generally Accepted Accounting Principles".The Company is currently
reviewing the effect, if any; the proposed guidance will have on itsconsolidatedfinancial
statements.





F32
 GAMECORP LTD.
 AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2008 and 2007




18.
            Reconciliation
      between Canadian and United States Generally Accepted Accounting
      Principles,cont’d





In June 2008, FASB issued FSP EITF Issue03-6-1, “Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities” (“FSP
EITF03-6-1”).  FSP EITF 03-6-1 addresses
whether instruments granted in share-based payment transactions are
participating securities prior to vesting and, therefore, need to be included in
the earnings allocation in computing earnings per share under the two-class
method described in paragraphs 60 and 61 of SFAS No. 128, “Earnings per Share”.
FSP EITF03-6-1is effective for financial statements
issued for fiscal years beginning afterDecember 15, 2008, and interim periods within those
years.  The Company is currently reviewing the effect, if any; the
proposed guidance will have on itsconsolidatedfinancial
statements.





In September 2008, FASB issued FSP SFAS
133-1 and FIN 45-4, "Disclosures about Credit Derivatives and Certain
Guarantees: An Amendment of FASB Statement No. 133 and FASB Interpretation No.
45; and Clarification of the Effective Date of FASB Statement No. 161" (“FSP
SFAS 133-1 and FIN 45-4”).  FSP SFAS 133-1 and FIN 45-4 amends FASB
Statement No. 133, “Accounting for Derivative Instruments and Hedging
Activities”, to require disclosures by sellers of credit derivatives, including
credit derivatives embedded in a hybrid instrument.  FSP SFAS 133-1
and FIN 45-4 also amends FASB Interpretation No. 45, “Guarantor’s Accounting and
Disclosure Requirements for Guarantees, Including Indirect Guarantees of
Indebtedness of Others”, to require an additional disclosure about the current
status of the payment/performance risk of a guarantee. Further, FSP SFAS 133-1
and FIN 45-4 clarifies the Board’s intent about the effective date of FASB
Statement No. 161, “Disclosures about Derivative Instruments and Hedging
Activities”. FSP SFAS 133-1 and FIN 45-4 is effective for reporting periods
(annual or interim) ending afterNovember 15, 2008.  The Company is currently
reviewing the effect, if any; the proposed guidancewill have on its
consolidatedfinancial
statements.





In October 2008, FASB issued FSP SFAS
157-3, "Determining the Fair Value of a Financial Asset When the Market for That
Asset Is Not Active"” (“FSP SFAS 157-3”).  FSP SFAS 157-3 clarifies
the application of FASB Statement No. 157, “Fair Value Measurements”, in a
market that is not active and provides an example to illustrate key
considerations in determining the fair value of a financial asset when the
market for that financial asset is not active. FSP SFAS 157-3 is effective upon
issuance, including prior periods for which financial statements have not been
issued.  The Company is currently reviewing the effect, if any; the
proposed guidance will have on itsconsolidatedfinancial
statements.


F33
 GAMECORP LTD.
 AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2008 and 2007




18.
            Reconciliation
      between Canadian and United States Generally Accepted Accounting
      Principles,cont’d





In December 2008, FASB issued FSP SFAS
140-4 and FIN 46 (R)-8, “Disclosures by Public Entities (Enterprises) about
Transfers of Financial Assets and Interests in Variable Interest Entities”
(“FSP SFAS 140-4 and FIN 46
(R)”).FSP SFAS 140-4 and
FIN 46 (R) amends FASB SFAS 140 “Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities”, to require public entities
to provide additional disclosures about transfers of financial assets. It also
amends FASB SFAS 46 (revised December 2003), “Consolidation of Variable Interest
Entities”, to require public enterprises, including sponsors that have a
variable interest in a variable interest entity, to provide additional
disclosures about their involvement with variable interest entities.
Additionally, this FSP requires certain disclosures to be provided by a public
enterprise that is (a) a sponsor of a qualifying special purpose entity (“SPE”)
that holds a variable interest in the qualifying SPE but was not the transferor
(nontransferor) of financial assets to the qualifying SPE and (b) a servicer of
a qualifying SPE that holds a significant variable interest in the qualifying
SPE but was not the transferor (nontransferor) of financial assets to the
qualifying SPE. The disclosures required by FSP SFAS 140-4 and FIN 46 (R)” are
intended to provide greater transparency to financial statement users about a
transferor’s continuing involvement with transferred financial assets and an
enterprise’s involvement with variable interest entities and qualifying SPEs.
FSP SFAS 140-4 and FIN 46 (R)iseffective for reporting periods (annual
or interim) ending afterDecember 15, 2008.The Company is currently reviewing the
effect, if any; the proposed guidance will have on itsconsolidatedfinancial
statements.




19.    Changes in Accounting
Policies





EffectiveSeptember 1, 2007, the Company adopted the
recommendations oftheCanadianInstituteofChartered Accountants(“CICA”) Handbook section 3855:
Financial Instruments - Recognition and Measurement(“CICA 3855”). CICA 3855 establishes standards for
recognizing and measuring financial instruments, including the accounting
treatment for the changes in the fair value. As required by CICA 3855, and
consistent with the accounting policy for the investments used to prepare the
prior year’sconsolidatedfinancial statements,
investments continue to be presented at fair value. As permitted by
CICA3855, the
Company’s other financial assets and liabilities continue to be presented at
amortized cost which approximatestheadoption of CICA 3855. The adoptiondid not have an impact on the financial
statements in the prior or current year.





OnSeptember 1, 2007, the Company adopted CICA Handbook
Section 1506 “Accounting Changes” which prescribes the criteria for changing
accounting policies, together with the accounting treatment and disclosure of
changes in the accounting policies, changes in accounting estimates and the
correction of errors. The standard did not affect the Company’s consolidated
financial position, results of operations or cash flows.


F34
 GAMECORP LTD.
 AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2008 and 2007




20.    Recent Accounting
Pronouncements




In
December 2006, the CICA issued CICA Handbook Section 1535, “Capital
Disclosures”, requires that an entity disclose information that enables users of
its financial statements to evaluate the entity’s objectives, policies and
processes for managing capital, quantitative data about what the entity regards
as capital and  disclosures of any externally imposed capital requirements
and the consequences of non-compliance. The new standard applies to interim and
annual financial statements relating to fiscal years beginning on or after
October 1, 2007, specifically September 1, 2008 for the Company. This
standard will impact the Company’s disclosures but will not affect its
consolidated financial position, results of operations or cash
flows.




In
December 2006, the CICA issued Handbook Section 3862 “Financial Instruments –
Disclosures” and Section 3863 “Financial Instruments – Presentation” replace
Section 3861 “Financial Instruments – Disclosure and Presentation”, revising and
enhancing its disclosure requirements and carrying forward its presentation
requirements unchanged. These new sections place increased emphasis on
disclosures about the nature and extent of risks arising from financial
instruments, including a sensitivity analysis for each type of market risk to
which an entity is exposed, and how the Company manages those risks. The new
standard applies to interim and annual financial statements relating to fiscal
years beginning on or after October 1, 2007, specifically September 1, 2008
for the Company. This standard will impact the Company’s disclosures but will
not affect its consolidated financial position, results of operations or cash
flows.




In
March 2007, the CICA issued Handbook Section 3031, “Inventories”, which replaces
the existing Handbook Section 3030, “Inventories”. This section is effective for
interim and annual financial statements relating to fiscal years beginning on or
after January 1, 2008, with earlier application encouraged. The standard
provides more guidance on the measurement and disclosure requirements for
inventories. The Company is currently evaluating the impact of this new standard
on its consolidated financial statements.




In
June 2007, the CICA issued Handbook Section 1400, “General Standards on
Financial Statement Presentation”, has been amended to include requirements to
assess and disclose an entity’s ability to continue as a going concern. The
changes are effective for interim and annual financial statements beginning on
or after January 1, 2008, specifically September 1, 2008 for the Company.
The Company is currently evaluating the impact of this new standard on its
consolidated financial statements.




In
November 2007, the CICA issued Handbook Section 3064 “Goodwill and Intangible
Assets” which replaces CICA Handbook Section 3062 “Goodwill and Other Intangible
Assets” has been issued and applies to interim and annual financial statements
relating to fiscal years beginning on or after October 1, 2008. The objective of
this new section is to reinforce the principle-based approach to recognition of
assets only in accordance with the definition of an asset and the criteria for
asset recognition and clarify the application of the concept of matching
revenues and expenses, such that the current practice of recognizing assets that
do not meet the definition and recognition criteria is eliminated. The Company
is currently evaluating the impact of this new standard on its consolidated
financial statements.


F35
 GAMECORP LTD.
 AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2008 and 2007




20.    Recent Accounting
Pronouncements,
cont’d




International
Financial Reporting Standards (“IFRS”), as issued by the International
Accounting Standards Board, will be adopted as Canadian GAAP effective January
1, 2011 and will require restatement of the comparative 2010 figures. The
Company is currently evaluating the impact of this new standard on its
consolidated financial statements.




21.    Supplemental Cash Flow
Disclosure




During the year, the Company had cash
flows arising from interest and income taxes paid as
follows:







2008
                
                2007Interest
    paid
                $
                29,000
                $
                -Income taxes
      paid
                $
                -
                $
                -




During fiscal 2008 the Company had the
following non-monetary transactions:




a)
            The Company acquired 11,401,600
      InterAmerican common shares in exchange for the retirement of a $493,000
      note receivable (notes 4 and
8a).




b)
            The Company extinguished a
      derivative financial instrument, valued at $4,657,000, by issuing notes
      payable of $1,253,000 (note 11) and receiving notes receivable of $586,000
      (note 4).




c)
            The Company agreed to issue
      2,400,000 common shares in exchange for notes payable liabilities of
      $240,000 (notes 10 and 11).




During fiscal 2007 the Company did not
have any non-monetary transactions.




22.Economic
      Dependence





A substantial portion of the Company'srevenueis derived frommanagement fees charged to
investees. The followingmanagement feesare recordedin the consolidated financial
statements:





2008
                
                2007InterAmerican
                $
                150,000
                $
                -Gate to
Wire
                
                45,000
                
                -$
                195,000
                $
                -







F36
 GAMECORP LTD.
 AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2008 and 2007




23.   Segmented
Information




In 2008 and 2007 the Company operated in
only one segment known as corporate. All assets and liabilities in these
financial statements belong to Gamecorp.




24.Comparative
      Figures




Interest income for the year endedSeptember 30,
2007has been reclassified
as revenue in order to conform to the current year’s financial statement
presentation. In addition, weighted average number of shares outstanding for the
year endedSeptember 30,
2007has been restated to
reflect the share consolidation (note 15).




25.Subsequent
      Events




On November 6, 2008, the Company
disposed of 4,112 treasury shares for cash consideration of
$1,234.




OnNovember 10, 2008, the Company closed a non-brokered
$1,000,000 private placement of 4,000,000 common shares at a price of $0.25 per
share (note 10).




On January 9, 2009, operating
subsidiaries(Wireless Age Communications Ltd. and
Wireless Source Distribution Ltd.) of Newlook’s majority owned subsidiary
Wireless Age Communications, Inc. were served with a Notice of Intention to
Enforce Security under the Bankruptcy and Insolvency Act and a Court Order to
immediately appoint an interim receiver. On January 22, 2009, the Court of
Queen’s Bench for Saskatchewan heard a challenge of the Court Order by Wireless
Age Communications, Inc.








F36







EIGER TECHNOLOGY,
INC.
  AND SUBSIDIARIES
  CONSOLIDATED FINANCIAL
STATEMENTS
  YEARS ENDEDSEPTEMBER 30, 2007, 2006 AND 2005
(RESTATED)
  (EXPRESSED IN CANADIAN
DOLLARS)
  
   
 F37
 
 
  AUDITORS' REPORT
  To the Shareholders
of
 Eiger Technology,
Inc.
  We have audited the consolidated balance
sheets ofEiger Technology,
Inc.as atSeptember 30, 2007, 2006 and 2005 and the consolidated
statements of operations and cash flows for each of the years in the three-year
period endedSeptember 30,
2007. The financial
statements are the responsibility of the company's management.  Our
responsibility is to express an opinion on these financial statements based on
our audits.
  We conducted our audits in accordance
with Canadian generally accepted auditing standards and the standards of the
Public Company Accounting Oversight Board (United States).  Those standards require
that we plan and perform an audit to obtain reasonable assurance whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our
opinion.
  In our opinion, these consolidated
financial statements present fairly, in all material respects, the financial
position of the company as at September 30, 2007, 2006 and 2005 and the results
of its operations and its cash flows for the years in the three-year period
ended September 30, 2007 in accordance with Canadian generally accepted
accounting principles.
  As described in note 4 to the
consolidated financial statements, the accompanying consolidated financial
statements of the company as atSeptember 30, 2005and for the year then ended have been
restated. We therefore withdraw our previous report dated December 22, 2005 on
those financial statements originally filed.
 
 "SF Partnership, LLP"Toronto, Canada
              LICENSED PUBLIC
      ACCOUNTANTSDecember 20,
      2007
 
 F38
 
 
  COMMENTS BY AUDITORS ONCANADA- UNITED STATES
   REPORTING
DIFFERENCES
  The standards of the Public Company
Accounting Oversight Board (United States) require the addition of an explanatory
paragraph when the financial statements are affected by conditions and events
that cast substantial doubt on the company's ability to continue as a going
concern, such as those described in note 2 to the consolidated financial
statements. Although we conducted our audits in accordance with both Canadian
generally accepted auditing standards and the standards of the Public Company
Accounting Oversight Board (United States), our report to the shareholders dated
December 20, 2007 is expressed in accordance with Canadian reporting standards
which do not permit a reference to such conditions and events in the auditors’
report when these are adequately disclosed in the financial
statements.
  "SF
      Partnership, LLP"Toronto, Canada
              LICENSED PUBLIC
      ACCOUNTANTSDecember 20,
      2007
 
 F39
 
 EIGER TECHNOLOGY,
INC.AND
SUBSIDIARIES
 Consolidated Balance
Sheets
 September 30, 2007, 2006 and 2005
 
 ASSETS
              
              2007
              
              
              2006
              
              
              2005
                (Restated – Note
      4)CurrentCash
              
              $
              -
              
              
              $
              75,000
              
              
              $
              25,000Short-term
      investments
              
              
              -
              
              
              
              27,000
              
              
              
              -Accounts
      receivable
              
              
              33,000
              
              
              
              262,000
              
              
              
              586,000Prepaid expenses and sundry
      assets
              
              
              3,000
              
              
              
              34,000
              
              
              
              59,000Note receivable (note
      6)
              
              
              624,000
              
              
              
              -
              
              
              
              -Current assets of discontinued
      operations  (note 7)
              
              
              -
              
              
              
              -
              
              
              
              3,000Income taxes
      recovery
              
              
              -
              
              
              
              7,000
              
              
              
              
              -Total Current
      Assets
              
              
              660,000
              
              
              
              405,000
              
              
              
              673,000Property and
      Equipment(note8)
              
              
              50,000
              
              
              
              986,000
              
              
              
              1,148,000Advance to
      Corporation(note10)
              
              
              16,000
              
              
              
              31,000
              
              
              
              96,000Investments(note9)
              
              
              207,000
              
              
              
              -
              
              
              
              -Due from
      Related Parties(note11)
              
              
              2,936,000
              
              
              
              -
              
              
              
              -Licensing
      Rights(note
      12)
              
              
              -
              
              
              
              1,479,000
              
              
              
              -Other Asset
              
              
              -
              
              
              
              -
              
              
              
              15,000Total Long-Term
      Assets
              
              
              3,209,000
              
              
              
              2,496,000
              
              
              
              1,259,000Total
Assets
              
              $
              3,869,000
              
              
              $
              2,901,000
              
              
              $
              1,932,000LIABILITIESCurrentBank
      indebtedness
              
              $
              6,000
              
              
              $
              -
              
              
              $
              -Accounts payable and accrued
      charges
              
              
              368,000
              
              
              
              1,077,000
              
              
              
              1,030,000Capital lease obligations –
      current position (note 14)
              
              
              -
              
              
              
              -
              
              
              
              82,000Other payable (note
      15)
              
              
              -
              
              
              
              699,000
              
              
              
              923,000Deferred
      revenue
              
              
              -
              
              
              
              458,000
              
              
              
              387,000Current portion of derivative
      financial instrument (note 13)
              
              
              1,777,000
              
              
              
              -
              
              
              
              -Current liabilities of
      discontinued operations (note 7)
              
              
              702,000
              
              
              
              -
              
              
              
              2,000Total Current
      Liabilities
              
              
              2,853,000
              
              
              
              2,234,000
              
              
              
              2,424,000Derivative
      Financial Instrument(note 13)
              
              
              2,880,000
              
              
              
              -
              
              
              
              -Total Long-Term
      Liabilities
              
              
              2,880,000
              
              
              
              -
              
              
              
              -Total
      Liabilities
              
              
              5,733,000
              
              
              
              2,234,000
              
              
              
              2,424,000Non-Controlling Interests in
      Subsidiaries
              
              
              -
              
              
              
              695,000
              
              
              
              -Commitments and
      Contingencies(note
      16)SHAREHOLDERS’
      DEFICIENCYShare Capital(note
      17)
              
              
              44,286,000
              
              
              
              43,839,000
              
              
              
              43,839,000Contributed
      Surplus(note
      17c)
              
              
              1,278,000
              
              
              
              1,705,000
              
              
              
              1,333,000Accumulated
      Deficit
              
              
              (47,428,000
              )
              
              
              (45,572,000
              )
              
              
              (45,664,000
              )Total Shareholders’
      Deficit
              
              
              (1,864,000
              )
              
              
              (28,000
              )
              
              
              (492,000
              )Total Liabilities and
      Shareholders’ Deficit
              
              $
              3,869,000
              
              
              $
              2,901,000
              
              
              $
              1,932,000
 
 APPROVED ON BEHALF OF THE
      BOARD“JOHN G.
      SIMMONDS”(Director)
              
              “JASON
      MORETTO”(Director)
 
 
 (The accompanying notes are an integral
part of these consolidated financial statements.)
 F40
 
 EIGER TECHNOLOGY,
INC.AND
SUBSIDIARIES
 Consolidated Statements of
Operations
 Years EndedSeptember 30, 2007, 2006 and 2005
 
 2007
                  
                  
                  2006
                  
                  
                  2005
                    (Restated – Note
      4)Revenues
                  
                  $
                  -
                  
                  
                  $
                  130,000
                  
                  
                  $
                  -Cost of
      Revenues
                  
                  
                  -
                  
                  
                  
                  82,000
                  
                  
                  
                  -Gross
Profit
                  
                  
                  -
                  
                  
                  
                  48,000
                  
                  
                  
                  -ExpensesSelling, general and
      administrative
                  
                  
                  636,000
                  
                  
                  
                  663,000
                  
                  
                  
                  452,000Amortization of
      property and equipment
                  
                  
                  12,000
                  
                  
                  
                  15,000
                  
                  
                  
                  20,000Foreign exchange loss
      (gain)
                  
                  
                  40,000
                  
                  
                  
                  25,000
                  
                  
                  
                  (9,000
                  )Stock based
      compensation (note 17 a and c)
                  
                  
                  -
                  
                  
                  
                  372,000
                  
                  
                  
                  238,000Total
    Expenses
                  
                  
                  688,000
                  
                  
                  
                  1,075,000
                  
                  
                  
                  701,000Loss from
      Operations
                  
                  
                  (688,000
                  )
                  
                  
                  (1,027,000
                  )
                  
                  
                  (701,000
                  )Other Income
      (Expenses)Interest and bank
      charges
                  
                  
                  (2,000
                  )
                  
                  
                  (2,000
                  )
                  
                  
                  (2,000
                  )Fair value adjustment to
      derivative financial instrument
                    (note 13)
                  
                  
                  (4,567,000
                  )
                  
                  
                  -
                  
                  
                  
                  -Gain on dilution (note
      9)
                  
                  
                  4,525,000
                  
                  
                  
                  -
                  
                  
                  
                  -Share of  losses of
      equity accounted investee (note 9)
                  
                  
                  (80,000
                  )
                  
                  
                  -
                  
                  
                  
                  -Writedown of advance to
      corporation (note 10)
                  
                  
                  (15,000
                  )
                  
                  
                  (45,000
                  )
                  
                  
                  -(Loss)/gain ondisposal of investments (note
      9)
                  
                  
                  (97,000
                  )
                  
                  
                  1,512,000
                  
                  
                  
                  -Interest
    income
                  
                  
                  47,000
                  
                  
                  
                  -
                  
                  
                  
                  -Gain on sale of investment in
      subsidiary
                  
                  
                  -
                  
                  
                  
                  43,000
                  
                  
                  
                  -Total Other Income
      (Expenses)
                  
                  
                  (189,000
                  )
                  
                  
                  1,508,000
                  
                  
                  
                  (2,000
                  )(Loss) Earnings from Continuing
      OperationsBefore Income
      Taxes
                  
                  
                  (877,000
                  )
                  
                  
                  481,000
                  
                  
                  
                  (703,000
                  )Provision for income taxes –
      future (note 19)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -(Loss) Earnings before
      Non-Controlling Interests
                  
                  
                  (877,000
                  )
                  
                  
                  481,000
                  
                  
                  
                  (703,000
                  )Non-controlling
      interests
                  
                  
                  -
                  
                  
                  
                  (25,000
                  )
                  
                  
                  -(Loss) Earnings from Continuing
      Operations
                  
                  
                  (877,000
                  )
                  
                  
                  506,000
                  
                  
                  
                  (703,000
                  )(Loss) Earningsfrom Discontinued
      Operations
                    (no tax effect) (note
      7)
                  
                  
                  (979,000
                  )
                  
                  
                  (414,000
                  )
                  
                  
                  453,000Net (Loss) Earnings and
      Comprehensive Income (Loss)
                  
                  
                  (1,856,000
                  )
                  
                  
                  92,000
                  
                  
                  
                  (250,000
                  )Deficit – Beginning of Year as
      Previously Reported
                  
                  
                  (45,572,000
                  )
                  
                  
                  (44,806,000
                  )
                  
                  
                  (40,023,000
                  )Restatement
      (note 4)
                  
                  
                  -
                  
                  
                  
                  (858,000
                  )
                  
                  
                  (4,296,000
                  )Deficit – Beginning of Year, as
      Restated
                  
                  
                  (45,572,000
                  )
                  
                  
                  (45,664,000
                  )
                  
                  
                  (44,319,000
                  )Change
      in accounting policy (note 5)
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (1,095,000
                  )Deficit – End of
      Year
                  
                  $
                  (47,428,000
                  )
                  
                  $
                  (45,572,000
                  )
                  
                  $
                  (45,664,000
                  )(Loss) Earnings Per Weighted Average
      Number
                    of Shares Outstanding – Basic and
      DilutedContinuing
      Operations
                  
                  $
                  (0.022
                  )
                  
                  $
                  0.013
                  
                  
                  $
                  (0.018
                  )Net (Loss)
      Earnings
                  
                  $
                  (0.046
                  )
                  
                  $
                  0.002
                  
                  
                  $
                  (0.006
                  )Weighted Average Number of Shares
      Outstanding
                    – Basic and
      Diluted
                  
                  
                  40,198,924
                  
                  
                  
                  38,819,054
                  
                  
                  
                  38,819,054
 
 
 (The accompanying notes are an integral
part of these consolidated financial statements.)
 F41
 
 EIGER TECHNOLOGY,
INC.AND
SUBSIDIARIES
 Consolidated Statements of Cash
Flows
 Years EndedSeptember 30, 2007, 2006 and 2005
 2007
                
                
                2006
                
                
                2005
                  (Restated – Note
      4)Cash Flows from Operating
      ActivitiesNet(Loss) Earnings from continuing
      operations
                
                $
                (877,000
                )
                
                $
                506,000
                
                
                $
                (703,000
                )Adjustments
      for:Amortization of property and
      equipment
                
                
                12,000
                
                
                
                15,000
                
                
                
                20,000Foreign
      exchange
                
                
                40,000
                
                
                
                -
                
                
                
                -Non-controlling
      interests
                
                
                -
                
                
                
                (25,000
                )
                
                
                -Fair value adjustment on
      derivative financial instrument
                
                
                4,567,000
                
                
                
                -
                
                
                
                -Gain on
      dilution
                
                
                (4,525,000
                )
                
                
                -
                
                
                
                -Stock-based
      compensation
                
                
                -
                
                
                
                372,000
                
                
                
                238,000Share of losses of equity
      accounted investee
                
                
                80,000
                
                
                
                -
                
                
                
                -Writedownof advance to
      corporation
                
                
                15,000
                
                
                
                45,000
                
                
                
                -Loss/(gain) on disposal of
      investments
                
                
                97,000
                
                
                
                (1,512,000
                )
                
                
                -Gain on sale of investment in
      subsidiary
                
                
                -
                
                
                
                (43,000
                )
                
                
                -Funds used in continuing operating
      activities
                
                
                (591,000
                )
                
                
                (642,000
                )
                
                
                (445,000
                )Changes in Non-Cash Working
      Capital:Accounts
      receivable
                
                
                (25,000
                )
                
                
                (15,000
                )
                
                
                345,000Prepaid expenses and sundry
      assets
                
                
                7,000
                
                
                
                13,000
                
                
                
                (16,000
                )Income taxes
      recovery
                
                
                -
                
                
                
                (7,000
                )
                
                
                -Accounts payables and accrued
      charges
                
                
                142,000
                
                
                
                183,000
                
                
                
                (196,000
                )Other
payable
                
                
                -
                
                
                
                -
                
                
                
                -Deferred
    revenue
                
                
                -
                
                
                
                -
                
                
                
                -Net funds used in by continuing
      operating activities
                
                
                (467,000
                )
                
                
                (468,000
                )
                
                
                (312,000
                )Net earningsfrom discontinued
      operations
                
                
                (979,000
                )
                
                
                (414,000
                )
                
                
                453,000Adjustments
      for:Non-cash(earnings)
      expenditures
                
                
                (30,000
                )
                
                
                -
                
                
                
                805,000Loss (gain) on disposal of assets
      of discontinued operations
                
                
                -
                
                
                
                -
                
                
                
                (1,057,000
                )Assets of discontinued
      operations
                
                
                -
                
                
                
                492,000
                
                
                
                5,641,000Liabilities of discontinued
      operations
                
                
                702,000
                
                
                
                (356,000
                )
                
                
                (5,510,000
                )Net funds(used in) provided by discontinuing
      operations
                
                
                (307,000
                )
                
                
                (278,000
                )
                
                
                332,000Cash Flows from
      Investing Activities:Decrease (increase) in short term
      investments
                
                
                -
                
                
                
                -
                
                
                
                8,000Decrease(increase)in advance to related
      parties
                
                
                (1,314,000
                )
                
                
                60,000
                
                
                
                -Acquisition of property and
      equipment
                
                
                (5,000
                )
                
                
                -
                
                
                
                -Proceeds from sale of investment
      in former subsidiaries
                
                
                1,476,000
                
                
                
                43,000
                
                
                
                -Acquisition of licensing
      rights
                
                
                -
                
                
                
                (27,000
                )
                
                
                -Decrease in other
      asset
                
                
                -
                
                
                
                -
                
                
                
                -Net funds provided by investing
      activities
                
                
                157,000
                
                
                
                76,000
                
                
                
                8,000Cash Flows from Financing
      Activities:Proceeds from common stock private
      placement
                
                
                536,000
                
                
                
                -
                
                
                
                -Repayment of capital lease
      obligations
                
                
                -
                
                
                
                -
                
                
                
                -Contributions from non-controlling
      interests, net of share
                  issuance
    costs
                
                
                -
                
                
                
                720,000
                
                
                
                -Bank
      indebtedness
                
                
                6,000
                
                
                
                -
                
                
                
                (3,000
                )Net funds provided by (used in)
      financing activities
                
                
                542,000
                
                
                
                720,000
                
                
                
                (3,000
                )Net(Decrease) Increase in
      Cash
                
                
                (75,000
                )
                
                
                50,000
                
                
                
                25,000Cash – Beginning of
      Year
                
                
                75,000
                
                
                
                25,000
                
                
                
                -Cash – End of
      Year
                
                $
                -
                
                
                $
                75,000
                
                
                $
                25,000
 
 (The accompanying notes are an integral
part of these consolidated financial statements.)
 F42
 EIGER TECHNOLOGY,
INC.  AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2007 , 2006 and 2005
 
 
  1.
              Organization and Nature of
      Business
  Eiger Technology, Inc. (the "Company" or
"Eiger") was originally incorporated as Alexa Ventures Inc. onSeptember 8, 1986under the laws ofBritish Columbia. Currently, the Company is in good
standing, operating under the laws ofOntario.  The Company is listed as an
issuer on the TSX.
  The Company has two investments, the
first named Newlook Industries Corp. (“Newlook”), which is in the wireless
business sector and the second named Racino Royale, Inc. (“Racino”) which is
making investments in the horseracing and gaming markets.
  Newlook
Industries Corp.
  OnOctober 1, 2006, the Company held a 78.5% ownership
interest in Newlook. During the second quarter of fiscal 2007, the Company made
a decision to dispose of its investment in order to focus on other business
opportunities. The common shares forming the Company’s investment were either
sold outright or were subject to options agreements whereby the optionees could
acquire the shares over time. AtSeptember 30, 2007the Company held a 35% ownership
position in Newlook. (see note 9)
  Racino
Royale, Inc.
  OnOctober 1, 2006, the Company held a 50.4% ownership
interest in Racino. In order to focus on other business opportunities the
Company disposed of substantially all of its interest prior to year end. AtSeptember 30,
2007, the Company held a
10% interest in Racino.
  Prior to 2007 the Company consolidated
the operating results and balance sheets of Newlook and Racino with its
financial statements. During fiscal 2007, due to a reduction in ownership
percentage as described below, the investments in Newlook and Racino have been
deconsolidated. The effects of deconsolidation are described in notes 7 and
9.
  2.
              Going
    Concern
  The accompanying consolidated financial
statements have been prepared on a going concern basis, in accordance with
Canadian generally accepted accounting principles ("GAAP") and accounting
principles generally accepted in theUnited States of America.
  The going concern basis of presentation
assumes that the Company will continue in operation for the foreseeable future
and will be able to realize its assets and discharge its liabilities and
contingencies in the normal course of operations.
  There is doubt about the Company's
ability to continue as a going concern as the Company has a working capital
deficiency of $2,193,000 as atSeptember 30, 2007(2006 - $1,829,000; 2005 - $1,751,000)
and an accumulated deficit of $47,428,000 as atSeptember 30, 2007.  The Company's ability to
continue as a going concern is dependent upon the Company's ability to raise
additional capital, to increase sales, and sustain profitable
operations.  Should the Company be unable to continue as a going
concern, it may be unable to realize the carrying value of its assets and to
meet its liabilities as they become due.
 
 F43
 EIGER TECHNOLOGY,
INC.  AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2007 , 2006 and 2005
 
  2.
              Going Concern(cont’d)
  The Company believes that future share
issuance and certain sales related efforts will provide sufficient cash flow for
it to continue as a going concern in its present form, however, there can be no
assurances that the Company will achieve such results. Accordingly, the
consolidated financial statements do not include any adjustments related to the
recoverability and classification of recorded asset amounts or the amount and
classification of liabilities or any other adjustments that might be necessary
should the Company be unable to continue as a going concern.
  3.
              Significant Accounting
      Policies
  These consolidated financial statements
have been prepared in accordance with Canadian GAAP which, except as noted in
note 20, is consistent in all material respects with accounting principles
generally accepted in theUnited States of America.  The principal accounting
policies followed by the Company are as follows:
  a)
              Basis of
      Presentation
  The accompanying consolidated financial
statements include the accounts of Eiger and its subsidiaries as listed in note
18 and are presented in Canadian dollars under the accrual method of
accounting.  All significant intercompany transactions and balances
have been eliminated upon consolidation.
  b)
              Short-term
      Investments
  Short-term investments are comprised of
Canadian money market funds and short-term commercial paper.  They are
valued at cost plus accrued interest, which approximates market
value.  Short-term investments are written down to market value when
less than cost.
  c)
              Property and
      Equipment
  Property and equipment are stated at
cost based on the estimated useful lives of the assets, provided using the under
noted annual rates and methods:
  Furniture and
      Fixtures
              20%
              Declining
      BalanceComputer
      Equipment
              30%
              Declining
      BalanceTelecommunications
      Equipment
              30%
              Declining
      BalanceLeasehold
      improvements
              10 years
              Straight
    Line
 
 
 F44
 
 F45
 EIGER TECHNOLOGY,
INC.  AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2007 , 2006 and 2005
 
 
  3.
              Significant
      Accounting Policies(cont’d)
  d)
              Investments
  Investments in other entities are
accounted for using the equity method or cost basis depending upon the level of
ownership and/or the Company's ability to exercise significant influence over
the operating and financial
policies of the investee. Equity investments are recorded at original cost
and adjustedperiodically
to recognize the Company's proportionate share of the investees' net income or
losses after the date of investment. When net losses from an equity accounted
for investment exceed its carrying amount, the investment balance is reduced to
zero and additional losses are not provided for. The Company resumes accounting
for the investment under the equity method when the entity
subsequentlyreports net
income and the Company's share of that net income exceeds the share of net
losses not recognized during the period the equity method was suspended.
Investments are written down only when there is clear evidence that a decline in
value that is other than temporary has occurred. When an equity accounted for
investee issues its own shares, the subsequent reduction in the Company's
proportionate interest in the investee is reflected in income as a deemed
dilution gain proportionate interest in or loss on
disposition.
  e)
              Licensing
      Rights
  Licensing rights of a former subsidiary
are recorded at cost and are considered to have a perpetual life. Licensing
rights are tested for impairment on a periodic basis or when events or
circumstances dictate.
  f)
              Advertising
      Costs
  The Company expenses advertising costs
as incurred.
  g)
              Long-lived Asset
      Impairment
  The carrying values of long-lived assets
are periodically reviewed by management and impairments would be recognized if
the expected future operating non discounted cash flows derived from an asset
were less than carrying value. The Company reviews its long-lived assets for
impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. Recoverability is assessed based on the
carrying amount of a long-lived asset compared to the sum of the future
undiscounted cash flows expected to result from the use and the eventual
disposal recoverable and exceeds its fair value.  No impairments have
been recorded.
  h)
              Financial
      Instruments
  Unless otherwise noted, it is
management's opinion that the Company is not exposed to significant interest,
currency or credit risks arising from the financial instruments.  The
fair value of the financial instruments approximates their carrying values,
unless otherwise noted.
 
 F46
 EIGER TECHNOLOGY,
INC.  AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2007 , 2006 and 2005
 
  3.
              Significant
      Accounting Policies(cont’d)
  h)
              Financial Instruments
      (cont’d)
  Credit
Risk
  The Company's financial assets that are
exposed to credit risk consist primarily of short-term investments, accounts
receivable, due from related parties, and advance to
corporation.
  The Company is exposed to credit risk
from related parties. Amounts due from related parties have no specific
repayment terms and are unsecured.
  The Company, in the normal course of
business, is exposed to credit risk from its customers.  Management
believes that sufficient allowance has been made for bad debts in these
financial statements based on a review of accounts on an individual
basis.  The concentration of credit risk in trade accounts receivable
is not considered to be significant due to the Company's large client base;
however, these amounts are collected from an intermediary representing
approximately 0% of accounts receivable at September 30, 2007 (2006 – 81%; 2005
-68%).
  The Company is also exposed to credit
risk with respect to its advance to Lexatec VR Systems Inc. and certain
subsidiary investments.  The advance to Lexatec VR Systems Inc. is
partially secured by a pledge of reciprocal shareholdings.
  i)
              Revenue
      Recognition
  Operating revenues are recognized when
they are earned, specifically, when services are provided, products are
delivered to customers, persuasive evidence of an arrangement exists, amounts
are fixed or determinable, and collectibility is reasonably assured. The
Company's principal sources of revenue are recognized according to the following
methods:
  The Company derived revenues from
conducting horse-races.  Revenues are primarily grants received from
the government to subsidize the horse-races and to a much lesser extent from
parimutuel wagering.
  Revenues are recognized upon approval by
regulatory authority as a result grant income is recognized subsequent to the
race date; whereas, wagering revenues are recognized on the
race  date.
  TheCompany’s former subsidiary deferred
subscription fees received for its advertising based long distance calling
subscription plans.  As the subscription is for a one-year term of
service, the fee is realized as income on a monthly basis over the one-year
period.  When a one-year subscription term expires, customers may
continue service by renewing for another one-year term.  Accordingly,
the subscription fee at the time of renewal would be recognized over the period
of the new subscription term.  Monthly recognized revenue reflects the
portion of existing plus new subscriber revenue.
  j)
              Sales of Shares by
      Investees
  When an investee sells unissued shares
to new shareholders, the Company records an adjustment to reflect an increase or
decrease in the carrying value of its investment and a resulting gain or loss in
the consolidated statement of operations.
 
 F47
 EIGER TECHNOLOGY,
INC.  AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2007 , 2006 and 2005
 
  3.
              Significant
      Accounting Policies(cont’d)
  k)
              Income
  Taxes
  The Company accounts for and measures
future tax assets and liabilities in accordance with the asset and liability
method. Under this method, future tax assets and liabilities are recognized for
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax bases. Future tax assets and liabilities are measured using
enacted or substantively enacted tax rates expected to apply to taxable income
in the years in which those temporary differences are expected to be recovered
or settled. The effect on future tax assets and liabilities of a change in tax
rates is recognized in income in the period that includes the date of enactment
or substantive enactment of the change. When the future realization of income
tax assets does not meet the test of being more likely than not to occur, a
valuation allowance in the amount of the potential future benefit is taken and
no net asset is recognized.
  l)
              Earnings (Loss) Per
      Share
  Basic earnings (loss) per share is
computed by dividing income available to common shareholders by the weighted
average number of common shares outstanding during the period. The computation
of diluted earnings (loss) per share, according to the treasury stock method,
assumes that any proceeds from the exercise of dilutive stock options and
warrants would be used to repurchase common shares at the average market price
during the period, with the incremental number of shares being included in the
denominator of the diluted earnings (loss) per share calculation. The diluted
earnings (loss) per share calculation assumes the conversion, exercise or
contingent issuance of securities only when such conversion, exercise or
issuance would have a dilutive effect on earnings (loss) per share. Stock
options and share purchase warrants outstanding were not included in the
computation of diluted loss per share as their inclusion would be
anti-dilutive.
  m)
              Use of
      Estimates
  The preparation of financial statements
in conformity with Canadian generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the 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.  These estimates are reviewed periodically, and,
as adjustments become necessary, they are reported in earnings in the period in
which they become known.
  n)
              Foreign Currency
      Translation
  Monetary items denominated in foreign
currencies are translated into Canadian dollars at the foreign currency exchange
rate in effect at each balance sheet date. Non-monetary items in foreign
currencies are translated into Canadian dollars at historical rates of exchange
except for those carried at market which are translated at the foreign currency
exchange rate in effect at each balance sheet date. Revenues and expenses
denominated in foreign currencies are translated into Canadian dollars at the
weighted average foreign current exchange rate for the year. Translation gains
and losses are included in determining net earnings.
 
 F48
 EIGER TECHNOLOGY,
INC.  AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2007 , 2006 and 2005
 
  4.
              Restatement of Previously Issued
      Consolidated Financial
Statements
  In 2006, the Company became aware of
certain potential accounting issues affecting certain accounts in the prior
years. The Company conducted an inquiry into these accounting
issues.  As a result, the Company is restating its previously issued
consolidated financial statements for the year endedSeptember 30, 2005due to accounting
errors.
  Certain reclassifications of business
units to discontinued operations (note 7) during fiscal 2007 have resulted in
the adjustments presented below to previously reported
restatements.
  The effect on the consolidated statement
of operations and the consolidated balance sheet for the year endedSeptember 30, 2005is as follows:
 As Previously
      Reported
                  
                  
                  ChangeResulting from
      Restatement
                  
                  
                  Discontinued Operations
      Reclassification
                  
                  
                  RestatedConsolidated Statement of
      Operations:Selling, general and
      administrative (e)
                  
                  $
                  1,681,000
                  
                  
                  $
                  (48,000
                  )
                  
                  $
                  (1,181,000
                  )
                  
                  $
                  452,000Stock-based compensation
      (f)
                  
                  $
                  168,000
                  
                  
                  $
                  70,000
                  
                  
                  $
                  -
                  
                  
                  $
                  238,000Non-controlling interests
      (b)
                  
                  $
                  316,000
                  
                  
                  $
                  (316,000
                  )
                  
                  $
                  -
                  
                  
                  $
                  -Loss from continuing operations
      (b)
                  
                  $
                  (1,460,000
                  )
                  
                  $
                  260,000
                  
                  
                  $
                  497,000
                  
                  
                  $
                  (703,000
                  )(Loss) earnings from discontinued
      operations (no tax effect) (g)
                  
                  $
                  (2,486,000
                  )
                  
                  $
                  3,436,000
                  
                  
                  $
                  (497,000
                  )
                  
                  $
                  453,000Net loss
                  
                  $
                  (3,946,000
                  )
                  
                  $
                  3,696,000
                  
                  
                  $
                  -
                  
                  
                  $
                  (250,000
                  )(Loss) earnings per weighted
      average number of shares outstanding - basic and
      dilutedContinuing
      operations
                  
                  $
                  (0.040
                  )
                  
                  $
                  0.010
                  
                  
                  $
                  0.012
                  
                  
                  $
                  (0.018
                  )Net loss
                  
                  $
                  (0.060
                  )
                  
                  $
                  0.050
                  
                  
                  $
                  0.016
                  
                  
                  $
                  (0.006
                  )Weighted average number of shares
      outstanding - basic and diluted
                  
                  
                  38,292,125
                  
                  
                  
                  526,929
                  
                  
                  
                  -
                  
                  
                  
                  38,819,054Consolidated Balance
      Sheet:Short-term investments
      (c)
                  
                  $
                  8,000
                  
                  
                  $
                  (8,000
                  )
                  
                  $
                  -
                  
                  
                  $
                  -Non-controlling interests in
      subsidiaries (b)
                  
                  $
                  308,000
                  
                  
                  $
                  (308,000
                  )
                  
                  $
                  -
                  
                  
                  $
                  --Share capital (c) and
      (d)
                  
                  $
                  43,297,000
                  
                  
                  $
                  92,000
                  
                  
                  $
                  -
                  
                  
                  $
                  43,389,000Accumulated
      deficit
                  
                  $
                  (44,806,000
                  )
                  
                  $
                  (858,000
                  )
                  
                  $
                  -
                  
                  
                  $
                  (45,664,000
                  )
 
 
 F49
 EIGER TECHNOLOGY,
INC.  AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2007 , 2006 and 2005
 
  4.       Restatement
of Previously Issued Consolidated Financial Statements(cont’d)
  a)
              Accumulated Comprehensive
      Loss
  It was determined that Racino had
inadvertently excluded accumulated comprehensive loss from the determination of
discontinued operations.  The accumulated comprehensive loss primarily
included foreign currency translation adjustments.
  b)
              Non-Controlling Interests in
      Subsidiaries
  Due to the lack of a guarantee from
non-controlling interests to contribute additional capital to eliminate the
deficit of consolidated subsidiaries, the Company decided not to show a debit
balance in non-controlling interests in subsidiaries in the consolidated balance
sheets
  c)
              Treasury
    Shares
  With information obtained in 2006, it
was determined that treasury shares and short-term investments were not properly
reflected in the Company's accounting records in the prior
years.
  d)
              Reciprocal
      Shares
  It was determined that the Company had
inadvertently included reciprocal shareholding balances in its share capital
account for a company that was no longer associated.
  e)
              Sales
    Returns
  It was determined that sales return
balances were included in the selling, general and administrative expenses
rather than being applied as a deduction to sales.
  f)
              Stock-Based
      Compensation
  It was determined that stock-based
compensation balances did not include certain amounts from a
subsidiary.  Additionally, the disclosure notes for stock-based
compensation were enhanced to comply with GAAP.
  g)
              Discontinued
      Operations
  In 2006, it was determined that
discontinued operations were overcharged for the impact of the non-controlling
interests.
  As a result of the above items, theSeptember 30,
2005figures, presented for
comparative purposes, have been restated from those previously reported, in
order to properly account for the errors.
  h)
              Commodity
    Taxes
  In 2005, it was determined that Newlook
had over paid commodity taxes to the provincial government in the amount of
$258,000 in 2004. The correction of this error has been accounted for
retroactively with a restatement of 2004 amounts. As a result of this
restatement, sales and accounts receivable were increased by $258,000 and the
net loss from continuing operations decreased by $258,000. The refund of the
overpayment was received in 2005.
 
 F50
 EIGER TECHNOLOGY,
INC.  AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2007 , 2006 and 2005
 
  5.       Change in Accounting
Policy
  Executives and certain senior managers
of the Company participate in the stock-based compensation plan, as described in
note 17.  EffectiveOctober 1, 2004, the Company adopted, on a retroactive
basis, the recommendations of CICA Section 3870, “Stock-based Compensation and
Other Stock-based Payments”.  These recommendations require that
compensation for all equity based awards made to non-employees and employees be
measured and recorded in the consolidated financial statements at fair
value.  The fair value of stock-based compensation is determined using
the Black-Scholes option pricing model.  The resulting value is
charged against income over the vesting periods of the
option.
  6.       Note Receivable
  OnAugust 8, 2007, the Company disposed of 14,021,600
common shares of Racinoto
a third party in exchange for $29,000 (US$30,000) cash and a secured note
receivable of $667,000 (US$671,000). The third party and the Company entered
into a pledge agreement pursuant to which the debtor has pledged 12,619,460
Racino shares to the Company as security for the third party’s obligation under
the note. The note is non-interest bearing and the repayment terms are as
follows:
 August 31,
    2007
              
              $
              69,000September 30,
      2007
              
              
              133,000February 1,
      2008
              
              
              233,000September 1,
      2008
              
              
              232,000$
              667,000
  As ofSeptember 30, 2007, the note receivable has been reduced
to $624,000 (US$627,000). Although the note is fully secured the issuer is in
default under the repayment terms of the note.
  7.
              Discontinued
      Operations
  OnNovember 30, 2004, Alexa Properties Inc. ("Alexa") sold
its property inStratfordconsisting of building and land with
any related encumbrances discharged on that date.  Alexa no longer has
active operations.
  OnDecember 15, 2004, Racino entered into an agreement to
sell all of its interest in K-Tronik North America Corp. ("KTNA") and the
property and equipment of its subsidiary, K-Tronik Asia
Corp.  ("KTA")  Racino is no longer engaged in the business
of manufacturing, distributing or selling electronic
ballasts.
  During the second quarter of fiscal
2007, the management decided to dispose of its investment in Newlook. The
disposal involved the sale of part of its investment and options to sell the
remainder of the investement.
 
 F51
 EIGER TECHNOLOGY,
INC.  AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2007 , 2006 and 2005
 
  7.       Discontinued
Operations(cont’d)
  The operations of Newlook, Alexa, KTNA
and KTA are presented in the consolidated financial statements as discontinued
operations as follows:
 2007
              
              
              2006
              
              
              2005Revenue
              
              $
              8,649,000
              
              
              $
              3,629,000
              
              
              $
              4,861,000Cost of revenue and expenses of
      discontinued operations
              
              
              9,628,000
              
              
              
              4,043,000
              
              
              
              6,371,000Loss on discontinued
      operations
              
              
              (979,000
              )
              
              
              (414,000
              )
              
              
              (1,510,000
              )Gain on disposal of assets of
      discontinued operations
              
              
              -
              
              
              
              -
              
              
              
              1,057,000Income
taxes
              
              
              -
              
              
              
              -
              
              
              
              -Earnings (loss) from discontinued
      operations
              
              $
              (979,000
              )
              
              $
              (414,000
              )
              
              $
              (453,000
              )
  Assets and liabilities presented in the
consolidated balance sheets include the following assets and liabilities of
discontinued operations:
  2007
              
              
              2006
              
              
              2005Current
    assets
              
              $
              -
              
              
              $
              -
              
              
              $
              3,000Property and
      equipment
              
              
              -
              
              
              
              -
              
              
              
              -Assets of discontinued
      operations
              
              $
              -
              
              
              $
              -
              
              
              $
              3,000Current
      liabilities
              
              $
              702,000
              
              
              $
              -
              
              
              $
              2,000Long-term
    debt
              
              
              -
              
              
              
              -
              
              
              
              -Liabilities of discontinued
      operations
              
              $
              702,000
              
              
              $
              -
              
              
              $
              2,000
  8.
              Property and
      Equipment
 Cost
              
              
              Accumulated
                Amortization
              
              
              2007
                NetBook Value
              
              
              2006
                Net
                Book Value
              
              
              2005
                Net
                Book ValueFurniture and
      fixtures
              
              $
              142,000
              
              
              $
              96,000
              
              
              $
              46,000
              
              
              $
              70,000
              
              
              $
              88,000Telecommunications
      equipment
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              617,000
              
              
              
              882,000Computer
      equipment
              
              
              5,000
              
              
              
              1,000
              
              
              
              4,000
              
              
              
              126,000
              
              
              
              178,000Leasehold
      improvements
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              173,000
              
              
              
              -$
              147,000
              
              
              $
              97,000
              
              
              $
              50,000
              
              
              $
              986,000
              
              
              $
              1,148,000
 
 
 
 F52
 EIGER TECHNOLOGY,
INC.  AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2007 , 2006 and 2005
 
  9.           Investments
  a)
              Racino
  During fiscal 2007, the Company disposed
of a sufficient number of common shares of Racino to reduce the ownership
interest to below 50%. Accordingly the Company changed accounting methods from
consolidation to equity accounting.
  As ofSeptember 30, 2007, the Company’s investment inRacino was $Nil.
  During the year endedSeptember 30, 2007, the Company recorded its share of
Racino losses post
deconsolidation of $80,000.
  During fiscal 2007, the Company disposed
of 16,021,600 Racino shares (14,021,600 shares as described in Note 6) for total
proceeds of $881,000 ($184,000 cash and $697,000 note receivable) and the
Company recorded a gain of $187,000 from the sale
transactions.
  During 2006, Racino issued 5,000,000
common shares and 500,000 warrants, to new shareholders as part of the
consideration for certain licensing rights.  The transaction resulted
in a reduction of the Company's ownership interest in Racino from 64.0% to
50.4%.  The Company recorded a $732,000 gain to record an increase in
the carrying value of its investment as a result of the value of licensing
rights received by Racino.
  b)
              Newlook
  The Company reduced its ownership
position in Newlook from 78.5% at the beginning of fiscal 2007 to 35% atSeptember 30,
2007. In prior years the
Company consolidated Newlook but during the second quarter of fiscal 2007 the
Company deconsolidated Newlook and began to equity account for this
investment.
  As ofSeptember 30, 2007, the Newlook investment balance was
$207,000.
  The consolidated loss prior to
deconsolidation and the post deconsolidation equity earnings are classified as
discontinued operations.
  In fiscal 2007, the Company sold
14,263,000 Newlook shares
for total cash proceeds of $1,866,000 and recorded a loss on disposal of
$285,000. The Company also issued options to
others to acquire its remaining investment in Newlook at $0.10 per share at
specific dates in the future (note 13).
  At the deconsolidation of the investment
in Newlook the Company recorded a gain on dilution of $4,525,000, representing previously
consolidated losses no longer attributable to the Company’s carrying value in
the Newlook investment.
 
 F53
 EIGER TECHNOLOGY,
INC.  AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2007 , 2006 and 2005
 
  9.       Investments(cont’d)
  On February 14, 2006, Newlook completed
a private placement of 500,000 shares at a price of $0.75 per share and 45,000
shares at a price of $0.50 per share, for a gross proceeds of $397,500 (before
issuance costs of  $70,000).  Also, Newlook issued a total
of 905,000 shares from the exercise of warrants and options on various dates
during the year for gross proceeds of $452,500. These transactions resulted in
the reduction of the Company's ownership interest in Newlook from 90.0% to
78.5%.  The Company recorded a $780,000 gain to reflect an increase in
the carrying value of its investment as a result of the cash proceeds from
issuance of shares by Newlook.
  10.Advance to
      Corporation
  2007
                
                
                2006
                
                
                2005Advance to Lexatec VR Systems
      Inc.
                
                $
                16,000
                
                
                $
                31,000
                
                
                $
                96,000
   The advance noted above is non-interest
bearing has no specific terms of repayment and is secured by a pledge of
reciprocal shareholdings.  In 2006, $21,000 was
collected.  AtSeptember 30, 2007, management recorded a writedown of the
advance to the market value of the security.
  11.           Due from Related
Parties
  Following the deconsolidation of Newlook
and Racino, the Company began to record amounts due from related
parties.
  As atSeptember 30, 2007, amounts due from related parties are
as follows:
  Newlook and
      subsidiaries
              
              $
              2,856,000Racino and subsidiaries and
      investments
              
              
              80,000$
              2,936,000
  Amounts due from related parties are
unsecured and have no specific repayment dates. Interest accrues on the amounts
from Newlook at Prime + 2% per annum. Amounts due from Racino are non-interest
bearing.
 
 F54
 EIGER TECHNOLOGY,
INC.  AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2007 , 2006 and 2005
 
  12.
              Licensing
      Rights
  OnJune 14, 2006, Racino acquired the exclusive rights
for a racetrack development opportunity inSaskatchewan,Canada.  The consideration of
$1,479,000 (US$1,471,000) for the acquired rights consisted of the following:
(a) cash of $22,000 (US$23,000), (b) issuance of 5,000,000 shares of Racino
at  a price of $0.238 (US$0.24) per share for a total amount of
$1,100,00 (US$1,200,000), (c) warrants in the equity of Racino valued at $93,000
(US$94,000), and (d) legal costs of $900 (US$1,000).
  The warrants are exercisable at $0.10 US
per share, expiring in three years from the date of
issuance.
  The fair value of the warrants was
estimated on the date of issuance using the Black-Scholes option pricing model
with the following weighted average assumptions used:
 Dividend
    yield
                0.0%Expected
      volatility
                106%Risk-free interest
      rate
                4.3%Expected
    life
                3
  years
  13.
              Derivative Financial
      Instrument
  During January 2007, the Company issued
call options to third party investors to acquire 14,000,000 common shares of the
Company’s investment in Newlook exercisable at $0.10 per share expiring in
tranches of 2,000,000 shares on each of March 18, 2007,September 18, 2007, March 18, 2008,
September 18, 2008, March 18, 2009, September 18, 2009 and March 18, 2010. The
Company valued the options collectively at $889,000 at
issuance.
  OnSeptember 28, 2007, the Company cancelled options to
acquire 900,000 common shares issued in January 2007 and reissued the options to
Wireless Age Communications Inc., a majority owned subsidiary of Newlook at an
exercise price of $0.40 per share.
  Prior to year end 2007, 4,000,000 of the
options were exercised and atSeptember 30, 2007, options to purchase 10,000,000 Newlook
common shares were outstanding. The fair value of the remaining options atSeptember 30,
2007was $4,567,000 of which $1,777,000 has been
classified as a current portion of the derivative financial
liability.
  The Company recognized a $4,567,000adjustment to income during 2007
representing changes in fair value during the year.
  The estimated fair value of the options
atSeptember 30,
2007was determined using
the Black-Scholes option pricing model with the following weighted average
assumptions:
 Risk-free interest
      rate
                5.0%Dividend
    yield
                0%Volatility factor of expected
      market price ofNewlook’s
      shares
                136.2%Average expected option life (in
      years)
                1.4Weighted-average grant date fair
      values ofoptions
    granted
                $0.47
 F55
 EIGER TECHNOLOGY,
INC.  AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2007 , 2006 and 2005
 
  14.   Capital Lease
Obligations
 2007
              
              
              2006
              
              
              2005Capital lease obligations -
      secured by telecommunications equipment as described in note8having a net book value ofNil(2006 - $261,000; 2005 - $374,000), were repayable in monthly
      installments of principal and interest at rates ranging from 30% to 31%
      per annum.
              
              $
              -
              
              
              $
              -
              
              
              $
              88,000Less:  amount
      representing interest
              
              
              -
              
              
              
              -
              
              
              
              (6,000
              )Present value of net minimum lease
      payments
              
              
              -
              
              
              
              -
              
              
              
              82,000Less: current
      portion
              
              
              -
              
              
              
              -
              
              
              
              (82,000
              )Long-term
    debt
              
              $
              -
              
              
              $
              -
              
              
              $
              -
  During the year, the Company paid nil
(2006 - $6,000; 2005 - $76,000) in interest on long-term debt. The capital lease
payments were discharged in 2006.
  15.           Other Payable
  Pursuant to a Forbearance Agreement
signed on September 30, 2005 with a telecommunications company, the Company's
former subsidiary, Onlinetel Corp. is obligated to pay a principal amount
of  Nil (2006 - $580,000; 2005 – 899,000) plus interest calculated at
an annual rate of 8% per annum.  Newlook unconditionally and
irrevocably guarantees payment of the obligation.  Amendments to the
Forbearance Agreement were signed onMay 25, 2006andDecember 5, 2006. Newlook made payments towards the
outstanding balance of $286,619 onApril 11, 2006and $124,000 onNovember 9, 2006. The Company’s former subsidiary
settled the remaining balance during fiscal 2007.
  16.
              Commitments and
      Contingencies
  There is a claim outstanding against the
Company by a former employee for wrongful dismissal, alleged breach of contract,
punitive and aggravated damages and costs. It is the Company's opinion that
there is no merit to the claim of breach of contract, punitive or aggravated
damages. Management believes that damages resulting from this claim would be
immaterial, if any.
  Pursuant to a settlement agreement with
the Company’s former Chief Executive Officer (“CEO”), the Company granted a
first charge senior security interest over all of its collateral assets as
security for its obligations under the agreement.
  
 
 F56
 EIGER TECHNOLOGY,
INC.  AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2007 , 2006 and 2005
 
  17.           Share Capital
  Authorized: 100,000,000 Common
      Shares without par value
  Issued:
 
 2007
                
                
                2006
                
                
                2005No. of
    Shares
                
                
                Amount
                
                
                No. of
    Shares
                
                
                Amount
                
                
                No. of
    Shares
                
                
                AmountBeginning of
      year
                
                
                38,860,174
                
                
                $
                43,861,000
                
                
                
                38,860,174
                
                
                $
                43,861,000
                
                
                
                38,860,174
                
                
                $
                43,861,000Issuedprivate
      placement
                
                
                3,570,000
                
                
                
                536,000
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -exercise of
      options
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -other
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -End of year
                
                
                42,430,174
                
                
                
                44,397,000
                
                
                
                38,860,174
                
                
                
                43,861,000
                
                
                
                38,860,174
                
                
                
                43,861,000Treasury
    shares
                
                
                (41,120
                )
                
                
                (22,000
                )
                
                
                (41,120
                )
                
                
                (22,000
                )
                
                
                (41,120
                )
                
                
                (22,000
                )Warrants
                
                
                -
                
                
                
                (89,000
                )
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -42,389,054
                
                
                $
                44,286,000
                
                
                
                38,819,054
                
                
                $
                43,839,000
                
                
                
                38,819,054
                
                
                $
                43,839,000
 During May 7 and 18, 2007, the Company
issued 3,570,000 units at a purchase price of $0.15 per unit. Each unit
consisted of 1 common share and three purchase warrants. One warrant is
exercisable for one year from date of distribution at an exercise price of
$0.25, one warrant is exercisable at $0.50 for a period of one year beginning
one year after date of distribution and one warrant is exercisable at $0.75 for
one year beginning two years after date of distribution.
 
 
 F57
 EIGER TECHNOLOGY,
INC.  AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2007 , 2006 and 2005
 
 
  17.  Share
Capital(cont’d)
  a)Stock
    Options
  The Company awards unconditional stock
options to employees, officers, directors and others at the recommendation of
the CEO under an incentive stock plan (the "Plan").  Options are
granted at the fair market value of the shares on the day granted, and vest over
various terms.  Compensation expense is recognized
when  options are issued (note 5).  The following is a
continuity schedule of outstanding options for the reporting periods, where
“WAEP” refers to weighted average exercise price and “yrs” refers to
years.
  No. of
                  Options
                
                
                2007 WAEP
                
                
                No. of
    Options
                
                
                2006
                  WAEP
                
                
                No. of
    Options
                
                
                2005
                  WAEPBeginning of
      year
                
                
                3,556,000
                
                
                $
                0.60
                
                
                
                5,099,000
                
                
                $
                0.75
                
                
                
                4,942,000
                
                
                $
                1.15Granted
                
                
                -
                
                
                
                -
                
                
                
                725,000
                
                
                
                0.49
                
                
                
                1,000,000
                
                
                
                0.40Exercised
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Forfeited
                
                
                -
                
                
                
                -
                
                
                
                (775,000
                )
                
                
                0.55
                
                
                
                (230,000
                )
                
                
                0.93Expired
                
                
                (765,000
                )
                
                
                0.55
                
                
                
                (1,493,000
                )
                
                
                1.08
                
                
                
                (613,000
                )
                
                
                3.31End of year
                
                
                2,791,000
                
                
                $
                0.63
                
                
                
                3,556,000
                
                
                $
                0.60
                
                
                
                5,099,000
                
                
                $
                0.75
  The following table summarizes stock
option information outstanding atSeptember 30, 2007.
  ExercisePrices of Options
                Number
      Outstanding and Exercisable
                Weighted-Average
      Remaining Contractual Life
                Weighted
      Average Exercise Price$
      0.40
                1,175,000
                2.57
      yrs
                $
      0.40$
      0.55
                320,000
                1.01
      yrs
                $
      0.55$
      0.57
                100,000
                0.43
      yrs
                $
      0.57$
      0.85
                796,000
                1.50
      yrs
                $
      0.85$
      0.96
                400,000
                1.23
      yrs
                $
      0.96$0.40-$.96
                2,791,000
                1.82
      yrs
                $
      0.63
   
 F58
 EIGER TECHNOLOGY,
INC.  AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2007 , 2006 and 2005
 
  17.           Share
Capital(cont’d)
  The following table summarizes stock
option information outstanding atSeptember 30, 2006.
  Exercise Price
                  of Options
                Number Outstanding and
      Exercisable
                Weighted Average Remaining
      Contractual Life
                Weighted-Average Exercise
      Price$ 0.40
                1,175,000
                3.57 yrs
                $ 0.40$ 0.50
                765,000
                0.59 yrs
                $ 0.50$ 0.55
                320,000
                2.01 yrs
                $ 0.55$ 0.57
                100,000
                1.42 yrs
                $ 0.57$ 0.85
                796,000
                2.50 yrs
                $ 0.85$ 0.96
                400,000
                2.23 yrs
                $ 0.96$0.40-$.96
                3,556,000
                2.34 yrs
                $
  0.60
    The following table summarizes stock
option information outstanding atSeptember 30, 2005.
  Exercise Price
                      of Options
                    Number Outstanding and
      Exercisable
                    Weighted Average Remaining
      Contractual Life
                    Weighted-Average Exercise
      Price$ 0.40
                    1,000,000
                    3.01 yrs
                    $ 0.40$ 0.50
                    765,000
                    1.43 yrs
                    $ 0.50$ 0.55
                    320,000
                    2.53 yrs
                    $ 0.55$ 0.57
                    100,000
                    2.42 yrs
                    $ 0.57$ 0.60
                    225,000
                    3.64 yrs
                    $ 0.60$ 0.75
                    1,178,000
                    0.55 yrs
                    $ 0.75$ 0.85
                    796,000
                    3.5 yrs
                    $ 0.85$ 0.96
                    400,000
                    3.23 yrs
                    $ 0.96$ 1.50
                    85,000
                    0.36 yrs
                    $ 1.50$ 2.52
                    150,000
                    0.19 yrs
                    $ 2.52$ 2.75
                    50,000
                    0.04 yrs
                    $ 2.75$ 3.00
                    30,000
                    0.08 yrs
                    $ 3.00$0.40-$3.00
                    5,099,000
                    2.11 yrs
                    $
  0.75
  
  
 
 F59
 EIGER TECHNOLOGY,
INC.  AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2007 , 2006 and 2005
 
  17.           Share
Capital(cont’d)
  In 2007, the Company did not award any
options to buy shares of the Company under the Plan.  In 2007, 765,000
options expired unexercised.
  The estimated fair value of the options
was determined using the Black-Scholes option pricing model with the following
weighted average assumptions:
  2007
                2006
                2005Risk-free interest
      rate
                -
                4.25%
                4.11%Dividend
    yield
                -
                0%
                0%Volatility factor of expected
      market price of thecompany's
      shares
                -
                77%
                62%Expected option life (in
      years)
                -
                3
                5Weighted-average grant date fair
      values of optionsgranted
                -
                $0.04
                $0.22
          No stock options were exercised during
2007, 2006 and 2005.  In 2007, the Company  (recovered)
expensed $nil (2006 - $(57,000); 2005 - $167,000) related to the fair value of
the options granted in 2007, 2006 and 2005, respectively.
  Under the Plan, the Company has for
issuance a maximum authorized number of 7,200,000 options to acquire common
shares of the Company of which 4,409,000 options are available.  The
total proceeds that would be generated upon exercise of all issued and
outstanding options is approximately $1,763,600.
  b)Warrants
  The Company issued warrants to acquire
10,710,000 common shares during fiscal 2007. The warrants were included in units
issued of one common share and three purchase warrants.  The following
is a continuity schedule of outstanding warrants for fiscal
2007.
  No. of
    Warrants
              
              
              WAEPBeginning of
      year
              
              $
              -
              
              
              $
              -Granted
              
              
              10,710,000
              
              
              
              0.50Exercised
              
              
              -
              
              
              
              -Forfeited
              
              
              -
              
              
              
              -Expired
              
              
              -
              
              
              
              -End of year
              
              $
              10,710,000
              
              
              $
              0.50
  
 
 F60
 EIGER TECHNOLOGY,
INC.  AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2007 , 2006 and 2005
 
  17.           Share Capital(cont’d)
  The following table summarizes
purchase warrants information outstanding atSeptember 30, 2007.
  No.
    Outstanding
              
              Expiry Date
              Exercisable
      Date
              
              WAEP3,570,000
              
              May 7, 2008
              May 7, 2007
              
              $
              0.253,570,000
              
              May 7, 2009
              May 7, 2008
              
              
              0.503,570,000
              
              May 7, 2010
              May 7, 2009
              
              
              0.7510,710,000
              
              
              
              
              $
              0.50
  The estimated fair value of the warrants
was determined using the Black-Scholes option pricing model with the following
weighted average assumptions:
  Risk-free interest
      rate
                5.0%Dividend
    yield
                0%Volatility factor of expected
      market price of thecompany's
      shares
                82%Average expected option life (in
      years)
                1.5Weighted-average grant date fair
      values ofoptions
    granted
                $0.008
 c)Contributed Surplus
  
 Opening
    balance
              
              $
              1,705,000Less: deconsolidation of Newlook
      stock based compensation
              
              
              (516,000
              )Add: Fair value of warrants
      issued
              
              
              89,000Closing
    balance
              
              $
              1,278,000
  Contributed surplus opening balance
consisted of stock-based compensation only and the closing balance represents
stock-based compensation of $1,189,000 and fair value of warrants issued during
fiscal 2007 as part of financing.
  
 
 F61
 EIGER TECHNOLOGY,
INC.  AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2007 , 2006 and 2005
 
  18.           Subsidiaries and Related Party
Transactions
  The Company is related to the following
corporations:
  Name of
      Corporation
                Nature of
      RelationshipNewlook Industries
      Corp.
                35%
    InvestmentAlexa Properties
      Inc.*
                100%
    SubsidiaryETIFF Holdings
      LLC*
                100%
    SubsidiaryRacino Royale,
      Inc.
                10% Investment of ETIFF Holdings
      LLC
  * Inactive or holding
company only
  All transactions within the corporate
group are in the normal course of business and are recorded at  the
exchange value.  Inter-company transactions and balances are
eliminated upon consolidation.
  Service fees charged by directors,
officers or corporations owned by management personnel during the period totaled
$1,180,000 (2006 - $300,000; 2005 - $300,000). Included in the current period is
$1,000,000 as a severance/retirement settlement with the Company’s former
CEO.
  Included in accounts payable are
payables to directors, officers or corporations owned by management personnel of
$1,006,000 (2006 - $388,000; 2005 - $268,000). $702,000 of the current period
amount is due to the Company’s former CEO pursuant to his severance/retirement
settlement and has been classified as discontinued
operations.
  
 
 F62
 EIGER TECHNOLOGY,
INC.  AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2007 , 2006 and 2005
 
  19.           Income Taxes
  The Company accounts for income taxes
using the asset and liability method.  Tax asset and liability account
balances are determined based on differences between financial reporting and tax
basis of assets and liabilities and are measured using the enacted tax
rate.  The effects of future changes in tax losses are not
anticipated.
  The provision for income taxes has been
computed as follows:
  
 2007
                
                
                2006
                
                
                2005Expected income tax expense
      (recovery) at the statutory rate
                
                $
                (670,000
                )
                
                $
                33,000
                
                
                $
                (90,000
                )Increase (decrease) in taxes
      resulting from:Gain on sale of shares by
      subsidiaries
                
                
                -
                
                
                
                (535,000
                )
                
                
                -Non-deductible management
      fees
                
                
                -
                
                
                
                106,000
                
                
                
                -Stock-based
      compensation
                
                
                -
                
                
                
                132,000
                
                
                
                86,000Non-taxable portion of (gains)
      losses
                
                
                18,000
                
                
                
                (6,000
                )
                
                
                (99,000
                )Sale of loss carry forwards and
      tax assets of disposed of subsidiaries
                
                
                4,090,000
                
                
                
                -
                
                
                
                -Non-deductible fair value
      adjustment
                
                
                1,650,000
                
                
                
                -
                
                
                
                -Non-taxable gain on
      dilution
                
                
                (1,634,000
                )
                
                
                -
                
                
                
                -Non-taxable equity
      pick-up
                
                
                21,000
                
                
                
                -
                
                
                
                -Tax rate
      changes
                
                
                (106,000
                )
                
                
                103,000
                
                
                
                (211,000
                )Non-controlling
      interests
                
                
                -
                
                
                
                (9,000
                )
                
                
                -Others
                
                
                4,000
                
                
                
                6,000
                
                
                
                8,000Valuation
      allowances
                
                
                (3,373,000
                )
                
                
                170,000
                
                
                
                306,000Provision for income
      taxes
                
                $
                -
                
                
                $
                -
                
                
                $
                -
   The components of future income taxes
are as follows:
  
 2007
                
                
                2006
                
                
                2005Net operating loss carried
      forward
                
                $
                2,445,000
                
                
                $
                5,210,000
                
                
                $
                5,166,000Difference between accounting and
      tax carrying - value of equipment and intangibles
                
                
                22,000
                
                
                
                606,000
                
                
                
                480,000Valuation
      allowance
                
                
                (2,467,000
                )
                
                
                (5,816,000
                )
                
                
                (5,646,000
                )$
                -
                
                
                $
                -
                
                
                $
                -
     The Company has tax losses of $6,769,000
(2006 - $14,718,000; 2005- $14,300,000) available to be applied against future
years' taxableincome.  In order to record a future
income tax benefit, it must be more likely than not that the future tax asset
resulting from the tax losses available for carryforward will be realized. Given
the Company's uncertainty regarding profitability, the Company has to set up a
100% valuation allowance in respect of the future income tax asset. The tax
losses expire in years ranging from 2007 through to 2017.
 
 F63
 EIGER TECHNOLOGY,
INC.  AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2007 , 2006 and 2005
 
  20.
              Reconciliation between Canadian
      andUnited
      StatesGenerally
      Accepted Accounting
Principles
  These consolidated financial statements
have been prepared in accordance with Canadian GAAP which differs in certain
respects from U.S. GAAP. There were no material differences between Canadian and
U.S. GAAP.
  In September 2006, the FASB issued SFAS
No. 157, “Fair Value Measurements” ("SFAS No. 157"), which is effective for
financial statements issued for fiscal years beginning afterNovember 15, 2007. The statement defines fair value,
establishes a framework for measuring fair value in accordance with generally
accepted accounting principles, and expands disclosures about fair value
measurements. The statement codifies the definition of fair value as the price
that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date. The
standard clarifies the principle that fair value should be based on the
assumptions market participants would use when pricing the asset or liability
and establishes a fair value hierarchy that prioritizes the information used to
develop those assumptions. The Company is currently assessing the potential
impacts of implementing this standard.
  In February 2007, the FASB issued FASB Statement
No. 159, “The Fair Value
Option for Financial Assets and Financial Liabilities – Including an Amendment
of FASB Statement No. 115” (“SFAS 159”). The fair value option established by
SFAS 159 permits all entities to choose to measure eligible items at fair value
at specified election dates. A business entity will report unrealized gains or
loses on items for which the fair value option has been elected in earnings (or
another performance indication if the business entity does not report earnings)
at each subsequent reporting date. The fair value option: (a) may be applied
instrument by instrument, with a few exceptions, such as investments otherwise
accounted for by the equity method; (b) is irrevocable (unless a new election
date occurs); and (c) is applied only to entire instruments and not to portions
of instruments. FASB No. 159 is effective as of the beginning of the fiscal
years beginning afterNovember 15, 2007. The Company is currently evaluating
what impact, if any, SFAS 159 will have on its financialposition or results of
operations.
 
  OnMay 2, 2007the FASB issued FASB Interpretation
("FIN") No. 48-1, "Definition of Settlement in FASB Interpretation 48" ("FIN
48-1"). FIN 48-1 amends FIN 48, "Accounting for Uncertainty in Income Taxes-an
interpretation of FASB Statement No.  109", to provide guidance on how
an enterprise should determine whether a tax position is effectively settled for
the purpose of recognizing previously unrecognized tax benefits.  The
guidance in FIN 48-1 shall be applied upon the initial adoption of FIN 48. The
Company is currently assessing the potential impacts of implementing this
standard.
 
 F64
 EIGER TECHNOLOGY,
INC.  AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2007 , 2006 and 2005
 
  20.
              Reconciliation
      between Canadian andUnited
      StatesGenerally Accepted Accounting Principles(cont’d)
  In  May  2007,  the  FASB  issued  a  FSP  on  FIN
46(R)-7, "Application of FASB Interpretation  No. 46(R) to Investment
Companies" ("FSP FIN 46 (R)-7"). FSP FIN 46(R)-7 addresses the application of
FASB Interpretation No.  46 (revised December 2003), "Consolidation of
Variable Interest Entities", by an entity that
accounts  for  its  investments  in  accordance  with
the specialized accounting
guidance  in  the  Guide.  The Company
is currently assessing the potential impacts of implementing this
standard.
   In  June  2007,
the American Institute of Certified Public Accountants ("AICPA")
issued  Statement  of Position ("SOP") No. 07-1,
''Clarification of the Scope of
the  Audit  and  Accounting  Guide
Investment Companies and Accounting by Parent Companies and Equity Method
Investors for Investments in Investment Companies'' ("SOP No.
07-1").  SOP No.  07-1 clarifies when an entity may apply
the provisions of the Audit and Accounting Guide for Investment Companies (the
"Guide").  Investment  companies  that  are
within the scope of the Guide report
investments  at  fair  value;  consolidation  or  use  of  the
equity method for
investments  is  generally  not  appropriate.  SOP
No.  07-1 also addresses the retention of specialized investment
company accounting by a parent company in consolidation or by an equity method
investor. SOP No. 07-1 is effective for fiscal years beginning on or after
December 15, 2007 with early adoption encouraged.  The Company is
currently assessing the potential impacts of implementing this
standard.
   In
December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business
Combinations” ("SFAS 141(R)"). This statement replaces SFAS No. 141,
“Business Combinations” and requires an acquirer to recognize the assets
acquired, the liabilities assumed, including those arising from contractual
contingencies, any contingent consideration, and any noncontrolling interest in
the acquiree at the acquisition date, measured at their fair values as of that
date, with limited exceptions specified in the Statement. SFAS 141(R) also
requires the acquirer in a business combination achieved in stages (sometimes
referred to as a step acquisition) to recognize the identifiable assets and
liabilities, as well as the noncontrolling interest in the acquiree, at the full
amounts of their fair values (or other amounts determined in accordance with
SFAS 141(R)). In addition, SFAS 141(R)'s requirement to measure the
noncontrolling interest in the acquiree at fair value will result in recognizing
the goodwill attributable to the noncontrolling interest in addition to that
attributable to the acquirer. SFAS 141(R) amends SFAS No. 109,
“Accounting for Income Taxes”, to require the acquirer to recognize changes in
the amount of its deferred tax benefits that are recognizable because of a
business combination either in income from continuing operations in the period
of the combination or directly in contributed capital, depending on the
circumstances. It also amends SFAS 142, “Goodwill and Other Intangible
Assets”, to, among other things, provide guidance on the impairment testing of
acquired research and development intangible assets and assets that the acquirer
intends not to use. SFAS 141(R) applies prospectively to business
combinations for which the acquisition date is on or after the beginning of the
first annual reporting period beginning on or after December 15, 2008. The
Company is currently assessing the potential impact that the adoption of
SFAS 141(R) could have on its financial statements.
   
 
 F65
 EIGER TECHNOLOGY,
INC.  AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2007 , 2006 and 2005
 
  20.
              Reconciliation
      between Canadian andUnited
      StatesGenerally Accepted Accounting Principles(cont’d)
  In
December 2007, the FASB issued Statement of Financial Accounting Standards
No. 160, “Noncontrolling Interests in Consolidated Financial Statements”
("SFAS 160"). SFAS 160 amends Accounting Research Bulletin 51,
“Consolidated Financial Statements”, to establish accounting and reporting
standards for the noncontrolling interest in a subsidiary and for the
deconsolidation of a subsidiary. It also clarifies that a noncontrolling
interest in a subsidiary is an ownership interest in the consolidated entity
that should be reported as equity in the consolidated financial statements.
SFAS 160 also changes the way the consolidated income statement is
presented by requiring consolidated net income to be reported at amounts that
include the amounts attributable to both the parent and the noncontrolling
interest. It also requires disclosure, on the face of the consolidated statement
of income, of the amounts of consolidated net income attributable to the parent
and to the noncontrolling interest. SFAS 160 requires that a parent
recognize a gain or loss in net income when a subsidiary is deconsolidated and
requires expanded disclosures in the consolidated financial statements that
clearly identify and distinguish between the interests of the parent owners and
the interests of the noncontrolling owners of a subsidiary. SFAS 160 is
effective for fiscal periods, and interim periods within those fiscal years,
beginning on or after December 15, 2008. The Company is currently assessing
the potential impact that the adoption of SFAS 160(R) could have on its
financial statements.
   21.           Supplemental Cash Flow
Disclosure
  During the year, the Company had cash
flows arising from interest and income taxes paid as
follows:
  
  2007
                
                
                2006
                
                
                2005Interest
    paid
                
                $
                -
                
                
                $
                68,000
                
                
                $
                76,000Income taxes
      paid
                
                $
                -
                
                
                $
                -
                
                
                $
                -
    The Company had non-monetary
transactions as follows:
  a)
              For the year endedSeptember 30, 2006, Racino acquired licensing rights
      of $1,479,000, of which $1,457,000 was paid by issuing shares and warrants
      (note 12).
  22.Segmented
      Information
  Prior to fiscal 2007, management
identified two reportable segments, “Newlook” and
“Racino”.  Segmentation was determined on the basis of the types of
goods and services provided.  In 2007 the Company operated in only one
segment known as Corporate.
  Newlook consists of Onlinetel Corp. and
Onlinetel Inc., which provides VoIP services to the Canadian long distance
market.  Racino is engaged in a racetrack and casino development
opportunity inSaskatchewan,Canada.
  
 
 F66
 EIGER TECHNOLOGY,
INC.  AND SUBSIDIARIES
 Notes to Consolidated Financial
Statements
 Years EndedSeptember 30, 2007 , 2006 and 2005
 
  22.           Segmented
Information(cont’d)
  Accounting policies for the operating
segments are the same as those described in note 3.  There are no
inter-segment revenues.
  The results of the
operations and the amounts invested in these segments are as
follows:
 2007
              
              
              2006
              
              
              2005Revenue by
      Segment:Racino
              
              $
              -
              
              
              $
              130,000
              
              
              $
              -Corporate
              
              
              -
              
              
              
              -
              
              
              
              -Total Revenue by
      Segment
              
              $
              -
              
              
              $
              130,000
              
              
              $
              -Net Earnings (Loss) by
      Segment:Racino
              
              $
              -
              
              
              $
              (51,000
              )
              
              $Corporate
              
              
              (877,000
              )
              
              
              557,000
              
              
              
              (703,000
              )Discontinued
              
              
              (979,000
              )
              
              
              (414,000
              )
              
              
              453,000Total Net Earnings (Loss) by
      Segment
              
              $
              (1,856,000
              )
              
              $
              92,000
              
              
              $
              (250,000
              )Amortization by
      Segment:Corporate
              
              $
              12,000
              
              
              $
              -
              
              
              $
              20,000Total Amorization by
      Segment
              
              $
              12,000
              
              
              $
              -
              
              
              $
              20,000
  
 2007
              
              
              2006
              
              
              2005Capital Expenditures by
      Segment:Racino
              
              $
              -
              
              
              $
              -
              
              
              $
              -Corporate
              
              
              5,000
              
              
              
              -
              
              
              
              -Total Capital Expenditures by
      Segment
              
              $
              5,000
              
              
              $
              -
              
              
              $
              -Identifiable Assets  by
      Segment:Newlook
              
              $
              -
              
              
              $
              1,273,000
              
              
              $
              1,762,000Racino
              
              
              -
              
              
              
              1,516,000
              
              
              
              -Corporate
              
              
              3,869,000
              
              
              
              112,000
              
              
              
              167,000Discontinued
              
              
              -
              
              
              
              -
              
              
              
              3,000Total Identifiable Assets by
      Segment
              
              $
              3,869,000
              
              
              $
              2,901,000
              
              
              $
              1,932,000
  23.           Comparative
Figures
  Certain figures for the years endedSeptember 30,
2006and 2005 have been
reclassified in order to conform with the current year's financial statement
presentation.