**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**









**FORM
      10-KSB**




**x Annual
      Report
      Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934.**




**For
      the Fiscal Year Ended October 29, 2006**





**o Transition
      Report
      Pursuant to Section 13 or 15(d) of the Securities Exchange Act of
      1934**




**for
      The Transition Period From __________To __________**




Commission
      file number: 333-96589




**ACES
      WIRED, INC.**




(formerly
      OEF Corporate Solutions, Inc.)


(Name
      of
      Small Business Issuer in Its Charter)




**Nevada**
            
            **88-0514502**(State
                or other jurisdiction of
              incorporation
                or organization)
            
            (I.R.S.
                Employer
              Identification
                No.)




**12225
                Greenville Avenue, Suite 861**
              **Dallas,
                Texas 75243**
              (Address
                of principal executive offices including zip code)**(214)
                261-1963**
              (Registrant’s
                telephone number)




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





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





Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Act. **o**





Check
      whether the issuer: (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Securities Act during the past 12 months (or for such shorter
      period that the registrant was required to file such reports), and (2) has
      been
      subject to such filing requirement for the past 90 days. **x** Yes **o**
      No





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant's knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB. **x**




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). **o**  Yes No **x**




The
      issuer's revenues for its most recent fiscal year were: $17,933,867





There
      is
      currently no public market for the registrant's common stock, and there have
      been no sales of the registrant’s common stock during the preceding 60
      days.




The
      number of shares of our common stock outstanding on January 29, 2007 was
      8,000,019 shares.




Transitional
      Small Business Disclosure Format (check one): Yes **o**  No **x**










**TABLE
      OF CONTENTS**





**Page****Part
                I**.Item
                1. Description of Business
            3Item
                1A. Risk Factors
            6Item
                2. Description of Property
            10Item
                3. Legal Proceedings
            10Item
                4. Submission of Matters to a Vote of Security Holders
            10**Part
                II**.Item
                5. Market for Common Equity and Related Stockholder
                Matters
            10Item
                6. Management's Discussion and Analysis or Plan of
                Operation
            11Item
                7. Financial Statements
            17Item
                8. Changes in and Disagreements with Accountants on Accounting and
                Financial Disclosure
            17Item
                8A. Controls and Procedures
            17Item
                8B. Other Information
            17**Part
                III.**Item
                9. Directors and Executive Officers of the Registrant
            18Item
                10. Executive Compensation
            19Item
                11. Security Ownership of Certain Beneficial Owners and Management
                and
                Related Stockholder Matters
            20Item
                12 Certain Relationships and Related Transactions, and Director
                Independence
            22Item
                13 Exhibit List and Reports on Form 8-K
            22Item
                14 Principal Accountants Fees and Services
            23Signatures
            24Financial
                Statements
            F-1Exhibit
                Index




1





This
      Annual Report on Form 10-KSB is filed by Aces Wired, Inc. (Aces Wired) and
      its wholly-owned subsidiaries K&B Sales, Inc. (K&B) and Aces Wired, LLC
      (AWLLC). References in this Form 10-KSB to we, us, our and the Company
      refer to Aces Wired and its consolidated subsidiaries, whereas references to
      K&B and AWLLC refer to K&B and AWLLC in their individual capacities.





**Note
      Concerning Forward-Looking Statements**





Certain
      of the statements contained in this report should be considered “forward-looking
      statements” within the meaning of the Private Securities Litigation Reform Act
      of 1995. These forward-looking statements may be identified by words such as
      “may,” “will,” “expect,” “intend,” “anticipate,” “believe,” “estimate,” “plan,”
“project,” “could,” “should,” and “continue” and similar terms used in
      connection with statements regarding the Company’s outlook regarding its
      business model and prospects, business environment and competition, and the
      Company’s expected financial performance. These statements also include, but are
      not limited to, statements about the Company’s plans, objectives, expectations
      and intentions and other statements that are not historical facts, but are
      based
      upon the current beliefs and expectations of management and are subject to
      significant risks and uncertainties that could cause the Company’s actual
      results of operations and financial position to differ materially from these
      statements. These risks and uncertainties include, but are not limited to,
      those
      described under Item 1A., “Risk Factors”, in this Annual Report and the
      following:





·
            
            uncertainty
                about and/or changes in laws or regulations affecting the
                Amusement-With-Prize industry in the geographic areas we operate
                in;·
            
            competition
                within and outside of our industries;·
            
            our
                ability to respond to new competitive developments in games
                and gaming technology;·
            
            our
                ability to effectively finance and execute a successful business
                strategy;·
            
            our
                ability to protect our intellectual property through patents, trademarks,
                copyrights and confidentiality agreements;·
            
            our
                reliance on automated systems and the adverse impact due to any failure
                of
                these systems;·
            
            our
                ability to attract and retain qualified employees; and·
            
            possible
                business combinations and other strategic partnerships, or divestures,
                and
                other significant transactions that might involve additional uncertainties
                and financial risks.





All
      of
      the forward-looking statements in this Annual Report on 10-KSB are qualified
      in
      their entirety by reference to the factors discussed below under Item 1A.,
“Risk Factors.” There may be other factors not identified above or in Item 1A.
      below of which we are not currently aware that may affect matters discussed
      in
      the forward-looking statements and may also cause actual results to differ
      materially from those discussed. We assume no obligation to publicly update
      any
      forward-looking statement to reflect actual results, changes in assumptions
      or
      changes in other factors affecting these estimates other than as required by
      law. Any forward-looking statements speak only as of the date of this
      Form 10-KSB.




2




PART
      I





**Item
      1. Description of Business.**





***Company
      Overview***





Aces
      Wired, Inc. (formerly OEF Corporate Solutions, Inc.) was incorporated in Nevada
      in December 2001. On October 4, 2006, we acquired 100% of the ownership
      interests in Goodtime Action Amusement Partners, L.P. (Goodtime) and Amusement
      Innovation Partners, LLC (AIP), the general partner of Goodtime, in exchange
      for
      7,623,580 shares of our common stock. Concurrent with our acquisition of
      Goodtime and AIP, we amended and restated our articles of incorporation and
      bylaws, whereby we, among other things, changed our name to Aces Wired,
      Inc.





Our
      original line of business was to provide EDGAR (electronic data gathering,
      analysis and retrieval) services to companies that file reports with the U.S.
      Securities and Exchange Commission (SEC). With our acquisition of Goodtime,
      we
      became a gaming and recreation company and the parent of K&B Sales, Inc. and
      Aces Wired, LLC. K&B, d.b.a. Goodtime Action Games, is the oldest company
      serving the bingo gaming market in Texas. K&B distributes games and related
      equipment, supplies and branded pull tabs to charity bingo licensees throughout
      Texas and has been in operation for over 28 years. AWLLC, formed on June 11,
      2004, is a company targeting the rapidly growing Amusement-With-Prize (AWP)
      market in Texas where it utilizes its exclusive and proprietary financial
      redemption/player card system (the Ace Advantage Card system). This system
      allows players to store their winnings for future redemptions for a variety
      of
      non-cash merchandise from participating merchants who accept debit cards. As
      of
      January 29, 2007, we operated approximately 250 AWP machines in six gaming
      amusement centers throughout Texas and are a joint operator in a seventh gaming
      amusement center with the Ysleta Del Sur Pueblo Tribe of Tigua Indians (the
      Tigua Indian Tribe) in El Paso, Texas.





***Strategy***





The
      expansion of our AWP gaming business in Texas is presently foremost in our
      strategic plans for profitably growing our company.





We
      plan
      to leverage our expertise in the AWP gaming business to profitably bring gaming
      to underserved markets in Texas and other states that do not currently allow
      class III gaming. Class III gaming includes all games that are not statutorily
      defined as either class I or class II gaming and includes games in which players
      compete for winnings against the house or a machine, such as black jack and
      slot
      machines. Class II gaming includes games in which players compete against one
      another for common prizes, such as bingo and pari-mutuel wagering. Class I
      gaming includes social games played solely for recreation and/or with prizes
      of
      minimal value, and traditional forms of Indian gaming engaged in by individuals
      as part of or in connection with tribal ceremonies or celebrations.





We
      operate and intend to add linked AWP machines in licensed gaming venues such
      as
      racetracks and bingo halls, and in our own stand alone centers where the AWP
      player enjoys a similar gaming experience and atmosphere that the class III
      player enjoys. We provide this experience without violating local and state
      laws
      and regulations due to the minimal value and non-money character of the per-play
      winnings on our AWP games. Additionally, beginning in our fiscal year 2007,
      we
      will add and expand our food and beverage services in our amusement game centers
      and introduce the sales of alcoholic beverages. More importantly, we believe
      we
      have a distinct competitive advantage in our existing AWP market in Texas with
      our Ace Advantage Card system.





The
      bingo
      market in Texas is a mature market, and we do not perceive it to be one for
      significant growth opportunities in the future other than through the passage
      of
      certain legislation we are supporting in Texas which would allow us to introduce
      new bingo products into the marketplace, or by possibly capturing additional
      market share through business acquisitions. We also have the experience and
      infrastructure to distribute bingo supplies in nearby states (bingo was recently
      legalized in Arkansas for example) provided we can obtain the required
      licensing; however, we have no immediate plans to pursue such
      ventures.





***Markets***





The
      domestic gaming market is rapidly evolving as various states such as
      Pennsylvania and New York are legalizing, implementing and regulating certain
      forms of gaming. Other states, such as Texas, Ohio, Florida and Alabama, have
      been more hesitant in adopting such advanced forms of legalized gaming. In
      these
      latter states, certain forms of amusement games with prizes are permitted.
      In
      Texas, where we currently have our only gaming operations, class III gaming
      is
      illegal. As a consequence, many Texas residents leave the state for gaming
      activities. According to the 2004 Harrah’s Survey, there are approximately 3.2
      million gamblers in Texas who collectively make approximately 12.5 million
      trips
      annually outside of the state for the purpose of gambling. We believe this
      situation creates a significant market opportunity for our AWP games in Texas.
      In a market study done for us in February 2006, Gaming Market Advisors, a market
      feasibility and assessment firm, estimates that the Texas market can support
      up
      to 63,000 AWP machines. We also believe that we will be well positioned if
      and
      when class II electronic bingo or class III games are legalized in Texas.
      Because our amusement games are server-based, we could easily convert our games
      to electronic bingo games and/or video lottery terminals (VLT) and other forms
      of machine-based class III games if either were deemed legal and subsequently
      proved profitable for us to operate. We have also identified other states where
      we believe we have significant growth opportunities such as Alabama, Ohio,
      Florida, California and Washington.




3





*Ace
      Gaming Amusement Centers*





To
      serve
      the market for legally compliant gaming alternatives in Texas, we have begun
      establishing gaming amusement centers featuring AWP machines across the state.
      These venues, called Ace Gaming Amusement Centers, are linked to a central
      server and utilize state of the art gaming innovations and business processes
      to
      provide in a legally compliant manner an entertainment experience and earning
      potential comparable to other types of high speed electronic games such as
      slot
      machines, video lottery games and class II electronic bingo games. The first
      Ace
      Gaming Amusement Center was opened in November 2005, and we currently operate
      six such centers. We are also the joint operator in a seventh center with the
      Tigua Indian Tribe in El Paso, Texas. In selecting a favorable target location
      for each gaming amusement center, management looks for the following criteria
      at
      each location:





·
            Friendly
                jurisdiction;


·
            Demographic
                fit;


·
            High
                traffic and high visibility; and


·
            Absence
                of competing illegal cash-paying gaming
                centers.





We
      have
      currently identified a number of locations in Texas that meet our target
      criteria, including locations within the cities of Ft. Worth, Corpus Christi,
      Austin, Dallas, San Antonio, Harlingen and Houston.





*K&B*





K&B
      is presently the oldest distributor of electronic bingo games and supplies
      in
      Texas. However, the bingo market in Texas is a mature market, and we do not
      perceive it to be one for significant growth opportunities in the future other
      than through the passage of certain legislation we are supporting in Texas
      which
      would allow us to introduce new bingo products into the marketplace, or by
      possibly capturing additional market share through business acquisitions.
      K&B also has the experience and infrastructure to conduct its business in
      other nearby states (bingo was recently legalized in Arkansas for example)
      provided it can obtain the required licensing, but we have no immediate plans
      to
      pursue such ventures. We do, however, expect K&B to maintain its market
      position in Texas for the foreseeable future and to provide us with a reliable
      source of working capital to assist us in growing our AWP business and
      supporting our corporate infrastructure until such time that AWP gaming and/or
      other forms of gaming become our predominant business segment.





***Sales
      and Distribution***





We
      promote our Ace Gaming Amusement Centers in the locations in which we operate
      them through various advertising media such as television, radio, newspapers,
      direct-mailings and billboards. K&B employs a sales force of seven persons
      who personally call on our current and potential customers to fill their orders
      and to promote new bingo-related products. K&B maintains four warehouse
      facilities located in Dallas, Houston, San Antonio and Lubbock, Texas that
      sell,
      supply and provide services to the charitable bingo market in Texas. K&B is
      the largest supplier of electronic card minding systems, player club reward
      systems and custom designed “Goodtime” pull tabs in Texas. (A “pull tab” is an
      instant winner paper ticket similar to a lottery scratch-off game. A “card
      minding system” can be either a hand-held electronic device or an in-place
      terminal that automatically keeps score of multiple bingo games for a player.)





***Competition***





The
      operation of gaming amusement centers in Texas is fragmented. There are
      restaurants and entertainment centers that have amusement games, including
      Dave
& Buster’s, Chuck E. Cheese’s, Tilt and Main Event Entertainment. Prizes in
      the form of non-cash merchandise are awarded on site at these locations. There
      are other amusement games played throughout Texas in bars, restaurants and
      stand
      alone centers that house several to several hundred machines, some of which
      award non-cash merchandise and prizes, and some of which illegally payout cash
      prizes. We differentiate ourselves from these other amusement centers in that
      the games at Ace Gaming Amusement Centers are linked to a central server and
      are
      played exclusively by using our Ace Advantage Card, with which players can
      accumulate credits for future redemptions for non-cash merchandise at
      participating merchants who accept debit cards. The central servers at the
      Ace
      Gaming Amusement Centers also track the redemptions of the stored credits
      providing an audit trail of the transactions. We are not aware of another major
      operator in Texas that is currently using this type of system.




Casino
      style gambling, or class III gaming, is illegal in Texas. However, we believe
      that if class III gaming is eventually legalized in Texas, and we can obtain
      the
      required licensing, we can efficiently adapt our AWP gaming amusement centers,
      AWP machines and games to effectively compete in that market.





K&B’s
      primary competitors are two other bingo distributors headquartered in Austin
      and
      Houston, which we do not consider to be either collectively or individually
      serious threats to our market position in Texas. Realistically, the most serious
      competition that K&B faces is the competitive pressures on the Texas bingo
      market. This competition comes from other gaming venues such as horse and dog
      racetracks, the profusion of state lottery games, casino style gambling in
      nearby states and even our own Ace Gaming Amusement Centers.





4




***Intellectual
      Property***





We
      have
      filed one patent application covering three inventions for our Ace Advantage
      Card system. In addition, we own 50% of a patent for a lottery-type ticket
      or
      system that has a winner indicator. This indicator allows a player to quickly
      determine whether or not the ticket is a winning ticket without having to
“scratch-off” the entire ticket. We also have trademarks covering K&B’s
      Goodtime Action business name and the Win-Now brand name currently being used
      on
      certain of our custom designed pull tabs that have winner indicators. Our
      ability to enforce our patents, trademarks, and other intellectual property
      is
      subject to general litigation risks. We cannot ensure that our intellectual
      property rights will not be infringed upon or that others will not develop
      systems or processes in violation of our intellectual property
      rights.





***Government
      Regulations***





State
      law
      determines the legality of AWP gaming in Texas, but the legality of AWP gaming
      tends to be interpreted and enforced at the local, usually county, level. As
      such, states do not generally have a defined regulatory agency charged with
      the
      development of regulations, interpretation and enforcement of laws, or the
      regulation of business practices related to AWP gaming. There are no game
      certification requirements, system integrity testing and certification, or
      other
      similar requirements conducted by a state sponsored lab or bureau, nor are
      there
      any specific AWP redemption or similar qualifying or condition precedent
      licenses or approvals necessary.





AWP
      systems are generally regulated to establish limitations on the nature and
      the
      amount of the play (on a per play basis), on the value of a prize that may
      be
      won with a single play, and on the requirements pertaining to the exchange
      of
      the win from a game for a physical prize, as well as various other prize
      limitations. Texas Penal Code Section 47.01(4) excludes from the definition
      of a
      gambling device electronic, electromechanical, or mechanical contrivances
      designed, made, and adapted solely for bona fide amusement purposes if the
      contrivance rewards the player exclusively with non-cash merchandise prizes,
      toys, or novelties, or a representation of value redeemable for those items,
      and
      that have a wholesale value available from a single play of the game or device
      of not more than 10 times the amount charged to play the game or device once
      or
      $5, whichever is less.





Each
      AWP
      system and the manner in which the AWP business enterprise is conducted must
      comply with state laws that define what an AWP or redemption game is and how
      it
      is to be played. Further, each local police authority or district attorney’s
      office, as well as other state agencies such as the alcohol enforcement agency,
      has the ability to interpret what the law means and how it is to be enforced,
      as
      well as whether the game and redemption system as utilized in public are
      compliant. We endeavor to contact in advance and to work closely with the
      appropriate agencies in each county in which we operate our gaming amusement
      centers in an effort to ensure that the deployed AWP system will be considered
      jurisdictionally compliant in each respective location.





Texas,
      like many other states, does not generally have a defined regulatory agency
      charged with the development of AWP regulations, interpretations and enforcement
      of laws, or the regulation of business practices. Therefore, prior to entering
      each location, management notifies local authorities to explain its business
      model and to address legal or regulatory questions that those authorities might
      have. Due to the large number of illegal cash-paying gaming machines in Texas,
      and the newness of the AWP marketplace, we believe this is a crucial step in
      the
      process of opening and sustaining a successful gaming amusement center. To
      date,
      we have not experienced any direct litigation related to our AWP games or our
      gaming amusement centers. We did experience one event of threatened litigation
      in Hidalgo County, Texas. For that location, we were unable to meet with or
      otherwise contact local authorities prior to opening an gaming amusement center
      in McAllen, Texas. Shortly after opening this center, we met with the Hidalgo
      County District Attorney’s office and secured a meeting with local law
      enforcement agencies. However, the prosecutor’s office in Hidalgo County stated
      that it believed that all AWP machines were illegal no matter how they were
      configured and warned of enforcement action unless we closed our operations
      in McAllen. We were not willing to litigate the issue at the time and
      voluntarily closed the McAllen center.





In
      September 2006, the
      Bexar
      County District
      Attorney’s office requested an opinion from the Texas Attorney General to
      determine whether prepaid stored-value debit cards (which would include our
      Ace Advantage Cards) is a permissible prize to be awarded from the successful
      play of AWP machines. The Texas Attorney General has announced its intent to
      render an opinion by March 7, 2007.




The
      issue
      to be addressed by the Texas Attorney General is whether an amusement machine
      which records a player’s winnings onto a stored-value debit card is excluded
      from the definition of a “gambling device” pursuant to the Texas Penal Code.
      Under the Texas penal code amusement with prize machines are legal if they
      have
      three features:





·
            They
                are designed, made and adapted solely for bona fide amusement
                purposes;


·
            The
                prizes awarded are non-cash merchandise prizes, toys or novelties
                (or
                representations of value redeemable for those items);
                and


·
            The
                maximum prize that can be awarded from a single play of the machine
                is the
                lesser of the wholesale value of the prize or ten times the cost
                of a
                single play, or $5.





5


The
      Bexar
      County District Attorney’s office’ opinion request correctly notes that the
      stored-value cards are not transferable, a customer is required to utilize
      a
      personal identification number (or PIN), the customer cannot get cash back
      and
      we purchase the merchandise. The opinion request also notes that the Texas
      Attorney General had earlier ruled that for a charitable raffle, which also
      prohibits money prizes, a stored-value card is acceptable.





We
      believe our AWP system contains these features and complies with applicable
      law.
      However, there can be no assurances that the Texas Attorney General, if he
      renders an opinion on this matter, will concur with our position. If the Texas
      Attorney General were to issue an adverse opinion, and we cannot have that
      opinion overturned, it would have a material adverse effect on our business,
      operations and financial prospects.





Bingo
      was
      legalized in Texas in 1981 and can only be conducted by licensed charitable
      organizations. Additionally, distributors and manufacturers of bingo supplies
      and games, including K&B, must also be licensed in Texas to conduct business
      in the state. The leasing of electronic card-minding devices currently
      approximates 58% of K&B’s revenue.
      Recently, a request for an opinion by the Texas Attorney General questioned
      the necessity of a constitutional amendment holding that the original Bingo
      Enabling Act passed in 1981 never contemplated the use of electronics in the
      playing of bingo. The request was focused on the issue of a new form of
      electronic pull tab introduced in the 79th Texas legislative session. While
      we
      believe it is unlikely that this will happen, a broad adverse ruling could
      possibly strike down a 1995 law allowing for electronic card-minding devices,
      which would have a material and adverse effect on our results of operations
      and
      financial position.





***Employees***





As
      of
      January 15, 2007, we had 118 employees, 81 of whom were full time employees
      and
      37 were part-time employees. Four of our employees are executive officers of
      the
      Company, 59 of our employees and 33 of our employees, respectively, work in
      our
      AWP gaming and bingo supply distribution businesses, and the remainder of our
      employees perform general sales and administrative functions. None of our
      employees are subject to collective bargaining agreements.





***Other
      Information***





Our
      corporate offices are located at 12225 Greenville Avenue, Suite 861, Dallas,
      Texas 75243, and our telephone number is (214) 261-1963 (or (866) 548-1805).
      Other information about us can be found at our website http://www.aceswired.com .





We
      file
      our annual reports on Form 10-KSB, quarterly reports on Form 10-QSB, current
      reports on Form 8-K and other filings, and any amendments and exhibits thereto,
      with the SEC. You may read and copy (for a fee) any document that we file with
      the SEC at its Public Reference Room located at 100 F Street NE, Room 1580,
      Washington, D.C. 20549-0102. Information about the operation of the Public
      Reference Room can be obtained by telephoning the SEC at 1-800-SEC-0330. Our
      filings with the SEC are also available to you free of charge at http://www.sec.gov .
      You may
      also request free copies of our filings with the SEC by writing to or
      telephoning us at our corporate offices in Dallas.





**Item
      1A. Risk Factors.**




In
      addition to the risks identified elsewhere in this report, the following risk
      factors apply to our business, results of operations and financial
      condition.





*The
      regulatory environment in which we operate lacks clarity, which could impair
      our
      ability to place AWP machines in some jurisdictions.*





The
      AWP
      industry is not a regulated industry in Texas, and as such, it lacks the clarity
      that typically stems from the existence of a body of laws and regulations.
      Moreover, AWP laws tend to be enforced at the county or city level instead
      of by
      a central state-sponsored regulatory authority, which decreases the visibility
      and predictability of such regulation. The lack of clarity or guidance can
      lead
      to legal interpretation errors, changes in the manner in which the laws or
      controlling court cases are articulated and interpreted by law enforcement
      personnel, and disagreements about the legality of our operations and games
      in
      various jurisdictions. In turn, these matters can lead to delays in game
      deployment, removal of games from locations, withdrawal of business operations
      in various counties, as well as the possibility that games may be seized pending
      resolution of the appropriate court case, and the possible arrest of our
      personnel for violation of law.





*As
      we
      grow we might be subject to greater regulatory scrutiny causing changes in
      regulatory approvals or interpretations that may adversely affect our AWP
      operations.*





As
      the
      number of Ace Gaming Amusement Centers increase more people will become aware
      of
      us, and we may encounter greater political resistance from groups that are
      against gaming and may pressure their various local, county, and state
      regulators. It is possible that after we have received either a favorable
      guidance letter or meeting from a county or city authority and commenced
      operations, such authority may change its position. Additionally, the person
      originally rendering such advice may be subsequently replaced by another person
      empowered with enforcement authority who determines our activities or games
      do
      not comply with a new interpretation of the law or recent court case holdings.
      Adverse changes could cause us to limit our business activities in the
      respective jurisdiction, to remove our operations and devices entirely or to
      challenge the advising authority in a court of law. There is no assurance that
      the Company would prevail in such a challenge.




6





*Changes
      in laws regarding gaming or AWP may inhibit our ability to do
      business.*





In
      the
      event that a state changes the laws under which redemption or AWP activity
      is
      conducted, such as outlawing the games entirely or further limiting play and
      prize restrictions, this will have a negative impact on the placement of games
      and the further conduct of operations, if any in the respective state. Also,
      a
      state may determine to legalize other forms of gaming, such as VLT or slot
      machines. We expect that any such liberalization of gaming laws would have
      a
      negative impact on our operations in such state, unless we are able to convert
      the AWP games to the newly allowed form of games.





*Our
      business is subject to numerous state and certain federal laws and regulations
      which are subject to change and which may impose significant costs or
      limitations on the way we conduct or expand our business.*





These
      regulations govern or affect, among other things:





·
            Currency
                reporting;·
            Recording
                and reporting of certain financial transactions; and·
            Privacy
                of personal consumer information





In
      addition, violation of these laws and regulations could result in fines and
      other civil and/or criminal penalties. Depending on the nature and scope of
      a
      violation, fines and other penalties for non-compliance of applicable
      requirements could be significant and could have a material adverse effect
      on
      our results of operation and financial condition.




*Changes
        in laws regarding bingo may inhibit our ability to do
        business.*
 
 State
        law
        determines the legality of all forms of gaming in Texas, including bingo,
        and
        any changes in those laws that might illegalize and/or otherwise limit bingo
        gaming could have a material adverse effect on our results of operations
        and
        financial position. A recent request for an opinion by the Texas Attorney
        General questioned the necessity of a constitutional amendment holding that
        the
        original Bingo Enabling Act passed in 1981 never contemplated the use of
        electronics in the playing of bingo. The leasing of electronic bingo
        card-minding devices currently approximates 58% of K&B’s revenue. Based on
        how the Texas Attorney General so opines, a resultant suspension or outright
        prohibition of the use of electronic bingo devices would have a material
        adverse
        effect on our results of operations and financial position.




*We
      cannot guarantee a customer will adhere to the cardholder agreement they sign
      to
      receive a stored-value card that is required to play our amusement
      games.*





Texas
      law
      excludes amusement games from the definition of a gambling device if they reward
      players exclusively with non-cash merchandise prizes. Our amusement games are
      designed, made and adapted solely for bona fide amusement purposes, and we
      only
      award non-cash merchandise prizes. When a customer signs a cardholder agreement,
      they agree not to use their stored-value card to obtain cash or its equivalent,
      or pay a debt or make a payment to any person. However, we cannot guarantee
      that
      the customer will adhere to this agreement, and we are not certain what
      consequences would result, if any, from a cardholder’s violation of those
      provisions of this agreement. We reserve the right to block prohibited activity
      and to cause non-approval of any authorization request for a prohibited
      activity.





*We
      have a limited operating history in AWP gaming and our business plan
      is unproven.*





We
      are in
      the early stages of developing amusement game centers. We are therefore subject
      to all of the risks and uncertainties inherent in establishing a new business.
      We have a limited operating history from which to evaluate our likelihood of
      success in operating our business, generating any revenues or achieving
      profitability. Our operations may not be successful, and the likelihood of
      our
      success must be considered in light of the problems, expenses, difficulties,
      complications and delays frequently encountered in connection with the formation
      of a new business, development of technology and the competitive environment
      in
      which we operate.





The
      gaming products offered by Ace Gaming Amusement Centers may not be accepted
      by
      the marketplace or may not successfully compete against other venues, games
      and
      products in the marketplace.




*The
        legalization of casino style gaming or other forms of class III gaming would
        materially and adversely affect our results of operations and financial
        position.*
 
 If
        casino
        style gaming and/or other forms of class III gaming such as video lottery
        terminals are legalized in Texas, we believe that the demand for AWP gaming
        in
        Texas would be severely suppressed, which would in turn materially and adversely
        affect our results of operations and financial position.





*Our
      business will require substantial capital and we have limited financial
      resources.*





Our
      sources of working capital are limited. Our business plan calls for significant
      additional capital, and we anticipate that we may incur losses in the near
      future. If such additional capital needs are met through the issuance of equity
      or convertible debt securities, existing stockholders’ ownership percentage will
      be reduced.





Additional
      financing could be sought from a number of sources, including but not limited
      to
      additional sales of equity or debt securities (including equity-linked or
      convertible debt securities), loans from banks, and loans from our affiliates
      or
      other financial institutions. We may not, however, be able to sell any
      securities or obtain any such additional financing when needed, or do so on
      terms and conditions acceptable or favorable to us. If financing is not
      available, we may be forced to abandon our business plan or our entire business,
      or dissolve. If we successfully enter into a financing transaction, any
      additional equity or equity-linked financing would be dilutive to stockholders,
      and additional debt financing, if available, may involve restrictive
      covenants.




7





*We
      depend upon others for the manufacture of our gaming products and gaming
      systems, which will subject our business to the risk that we will be unable
      to
      fully control the supply of our products to the market.*





Our
      ability to successfully operate our gaming amusement centers depends upon our
      ability to enter into and maintain contractual and collaborative arrangements
      with third party game and system developers. We do not intend to develop or
      manufacture any of the game or system software or related hardware that comprise
      the games offered to our customers; but intend to retain contract manufacturers
      and developers with whom we maintain royalty contracts calling for the delivery
      of such technology. There can be no assurance that any manufacturers or
      developers are willing or able to supply such technology in the required
      quantities, at appropriate quality levels or at acceptable costs. We may be
      adversely affected by any difficulties encountered by such third-party
      manufacturers that result in product defects, production delays or the inability
      to fulfill orders on a timely basis. If a manufacturer cannot meet our quality
      standards and delivery requirements in a cost-efficient manner, we would likely
      suffer interruptions of delivery while we arrange for alternative manufacturing
      sources. Any extended disruption in the delivery of products could prevent
      us
      from satisfying customer demand for our products. Consequently, if we are unable
      to obtain alternative sources on a timely basis, it may have a material
      adverse effect on our business and results of operations.




*Our
      use of third party manufacturers and other third parties in other aspects of
      our
      business will reduce any profits we may earn from our products, and may
      negatively affect future product development.*





As
      noted
      above, we currently intend to offer products manufactured by others, and in
      connection therewith we will likely be required to enter into manufacturing,
      licensing and distribution arrangements with third party providers. These
      arrangements will likely reduce our profit margins. In addition, the
      identification of new product candidates may require us to enter into licensing
      or other collaborative agreements with others. These collaborative agreements
      may require us to pay license fees, make milestone payments, and pay royalties
      and/or grant rights, including marketing rights, to one or more parties. Any
      such arrangement will reduce our profits. Moreover, these arrangements may
      contain covenants restricting our product development or business efforts in
      the
      future.





*We
      may not be able to enter into manufacturing agreements or other collaborative
      agreements on terms acceptable to us, if at all. Such failure would materially
      and adversely affect our business.*





We
      may
      not be able to enter into manufacturing or other collaborative arrangements
      with
      third parties on terms acceptable to us, if at all, when and as required. If
      we
      fail to establish such arrangements, we could be required to undertake these
      activities at our own expense, which would significantly increase our capital
      requirements and may delay the development, manufacture and installation of
      additional games in our gaming amusement centers. If we cannot find ways of
      addressing these capital requirements, we would likely be forced to sell or
      abandon our business.





*Our
      inability to protect the intellectual property we use could impair our ability
      to compete.*





Our
      success and ability to compete depend in part upon proprietary intellectual
      property. The intellectual property we use currently is critical to our
      business. We currently rely and intend to rely in the future on a combination
      of
      copyright, trademark, patent, trade secret laws and nondisclosure agreements
      to
      protect our proprietary technology. Although we have entered into
      confidentiality, non-compete and invention assignment agreements with our
      employees and otherwise limit access to, and distribution of, our proprietary
      technology, there can be no assurance that such agreements will not be breached,
      that we would have adequate remedies for any breach, or that our trade secrets
      will not otherwise become independently developed or discovered by
      competitors.




*The
        inability to process transactions on our Ace Advantage Card could have a
        material adverse effect on our results of operations and financial
        position.*
 
 We
        believe that our Ace Advantage Card gives us a significant competitive advantage
        in the Texas AWP gaming market in that it allows our gaming patrons to use
        the
        winnings accumulated on their cards for redemptions of non-cash merchandise.
        The
        Ace Advantage Card is a stored-value debit card, and the processing of
        transactions on that card is no different from that for transactions processed
        on most other debit cards. Accordingly, we must abide to the standards and
        regulations of a sponsor bank and the financial networks which enable the
        processing of transactions on the Ace Advantage Card. If for any reasons,
        we are
        unable to permanently process transactions on the Ace Advantage Card, we
        believe
        that it could have a material adverse effect on our results of operations
        and
        financial position.





*More
      experienced and better-financed companies may enter the AWP market which may
      result in our losing significant market share.*





Currently,
      the AWP marketplace in Texas does not have any established major gaming
      competitors (such as Harrah’s Entertainment, Station Casinos, Isle of Capri, et
      al), but is instead a market for small second or third tier operators. The
      entry
      of well financed, established competitors into the market could have a material
      impact on our ability to successfully operate games or to continue to maintain
      the number of games in the field we will have at that time. GTECH, the company
      that operates the Texas lottery, could be considered a current or future
      competitor.




*Ban
        on indoor smoking could adversely affect our business.*
 
 The
        propensity of people who play bingo and visit our gaming amusement centers
        are
        smokers. We are uncertain how local or statewide bans on smoking in Texas,
        if any, would affect the future operations of our bingo supply and AWP
        businesses.




8




*We
      are highly dependent on the services provided by certain executives and other
      key personnel.*





Our
      success depends in significant part upon the continued service of certain senior
      management and other key personnel. Our success also depends on our ability
      to
      identify, hire, train, retain and motivate highly skilled technical, managerial
      and marketing personnel. We intend to hire a number of managerial, business
      development, marketing, technical and administrative personnel in the future.
      Competition for such personnel is intense and there can be no assurance that
      we
      will successfully attract, assimilate or retain a sufficient number of qualified
      personnel. The failure to attract and retain the necessary technical, managerial
      and marketing and administrative personnel could have a material adverse impact
      on our business, financial condition and operations.





*Gordon
      Graves, our chairman of the board, is involved in an arbitration proceeding
      with
      Multimedia Games, Inc.*





Gordon
      Graves is a party to arbitration under the jurisdiction of Judge Paul Davis,
      Austin, Texas, as arbitrator, styled Multimedia Games, Inc. vs. Gordon Graves
      (the Arbitration). In the Arbitration, Multimedia Games, Inc. (MGAM) has made
      a
      number of allegations against Mr. Graves arising out of his involvement with
      our
      operation of AWP amusement centers and related activities. Specifically, MGAM
      has alleged that such activities violate the non-solicitation and
      non-competition provisions in Mr. Graves' prior employment agreement with MGAM,
      and constitute unfair competition, breach of fiduciary duty and misappropriation
      of trade secrets. Mr. Graves, through his legal counsel, is vigorously
      contesting these claims and has asserted a number of counterclaims, including
      breach of contract, fraud and negligent misrepresentation against MGAM in the
      Arbitration. If MGAM prevails in the Arbitration, Mr. Graves might have to
      resign from our board of directors and divest of his stock holdings in our
      company.





*Our
      officers and directors, together with certain other employees and affiliates,
      possess substantial voting power with respect to our common stock, which could
      negatively affect the market price of our common stock.*





Our
      executive officers, non-employee directors and certain employees and affiliated
      persons will collectively have beneficial ownership of approximately 83% of
      our
      common stock upon the conversion of approximately 1.6 million shares of Series
      A
      convertible preferred stock we issued in October 2006. This ownership represents
      a significant and controlling portion of the voting power of our stockholders.
      As a result, our directors, officers and other employees will have the ability
      to substantially control our management and affairs through the election and
      removal of our entire board of directors, and all other matters requiring
      stockholder approval, including the future merger, consolidation or sale of
      all
      or substantially all of our assets. This concentrated control could discourage
      others from initiating any potential merger, takeover or other change-of-control
      transaction that may otherwise be beneficial to our stockholders. As a result,
      the market price of our common stock or ultimate sale of our business could
      be
      adversely affected.





*There
      is no public trading market for our common stock.*





Our
      common stock is not eligible for trading on any national or regional securities
      exchange, nor are we certain that an active trading market in our common stock
      will develop, or if such a market develops, that it can be
      sustained.





*Our
      stockholders may experience dilution of their ownership interests in the Company
      upon the future issuance of additional shares of our common
      stock.*





As
      of
      January 29, 2007, we had 8,000,019 shares of common stock outstanding, and
      1,612,000 common stock shares subject to the conversion of an equal number
      of
      our outstanding Series A convertible preferred stock. We do not presently have
      any outstanding options or warrants, or share-based compensation plans
      pertaining to the sale or issuance of additional common stock shares. We are
      currently authorized to issue a total of 45,000,000 shares of common stock
      and
      5,000,000 shares of preferred stock, with such designations, preferences and
      rights as determined by our board of directors. Issuance of additional shares
      of
      common stock may substantially dilute the ownership interests of our existing
      stockholders. The potential issuance of such additional shares of common stock
      may create downward pressure on the trading price of our common stock. We may
      also issue additional securities in connection with the hiring of personnel,
      future acquisitions, future public or private offerings of our securities for
      capital raising purposes, or for other business purposes. Any such transactions
      will further dilute the ownership interests of our existing common
      stockholders.





*We
      do
      not intend to pay dividends in the foreseeable future.*





We
      have
      not paid any dividends on our common stock since our inception. We intend to
      retain earnings, if any, for use in the operation and expansion of our business
      and, therefore, do not anticipate paying any dividends in the foreseeable
      future.




9




**Item
      2. Description of Property.**




We
      lease
      our corporate office space in Dallas, Texas under an agreement with a basic
      term
      of 39 months. The lease provides for free rent during the first three months
      of
      its term with scheduled increases thereafter in the rentals from approximately
      $5,500 per month for the fourth through the fifteenth months of the lease to
      approximately $6,300 per month during the final 12 months of the lease. We
      also
      have a one-time option to terminate the lease on June 30, 2008 upon payment
      of a
      termination fee. We occupied this facility on November 1, 2006.





We
      also
      lease office and warehouse space for our bingo distribution business in Dallas,
      Houston and San Antonio, Texas from certain of our officers/common stockholders,
      which agreements are described in Part III, Item 12, “ Certain Relationships and
      Related Transactions, and Director Independence,”  in this Annual Report on
      Form 10-KSB. We also lease office and warehouse space in Dallas and Lubbock,
      Texas from unrelated parties under an agreement that expires on April 30, 2007
      and under two month-to-month agreements. The rentals under these leases range
      from $750 per month to $2,500 per month.





We
      lease
      space for nine amusement gaming centers in Ft. Worth (two centers), San Antonio
      (two centers, of which only one has been opened for operations), Corpus Christi
      (two centers), Amarillo, Killeen and Copperas Cove, Texas. The basic terms
      for
      these leases range from 12 months to 120 months, and certain of the leases
      provide us with options to extend the leases for periods ranging from 90 days
      to
      two consecutive 60-month periods. We also have the options to terminate early
      most of these leases by providing the lessors with advanced written notice
      of
      such intent and/or if we are precluded by regulatory reasons from operating
      our
      AWP business at those locations. Additionally, certain of the leases require
      us
      to pay termination fees (in amounts ranging from one month’s rental to 12
      months’ rentals) if the leases are terminated before the end of their basic
      terms. Rentals for all but two of these leases are variable in nature, and
      all
      but one of the leases with such variable rentals provide for minimum amounts
      of
      monthly rent. Disregarding the Company’s early termination options, the basic
      terms of these leases are scheduled to expire at various dates through the
      end
      of February 2017.





**Item
      3. Legal Proceedings.**





There
      are
      currently no legal proceedings to which we are a party to or to which our
      property is subjected, and to the best of our knowledge, no adverse legal
      activity is anticipated or threatened.





**Item
      4. Submission of Matters to a Vote of Security Holders.**





On
      September 28, 2006, the majority common stockholder of the Company (OEF
      Corporate Solutions, Inc. at that time) executed a written consent of
      stockholders ratifying prior actions of officers and directors and certain
      organizational matters, ratifying prior securities issuances, and authorizing
      a
      reverse stock split. The majority stockholder held 3,200,000 of the 3,855,200
      shares of the Company’s outstanding common stock at the time of execution of the
      consent.





On
      October 4, 2006, following our acquisition of Goodtime, a majority of
      the common stockholders of the Company executed a written consent of
      stockholders electing new directors, approving the Company’s Amended and
      Restated Articles of Incorporation to,
      among
      other things, change the name of the Company to Aces Wired, Inc., adopt other
      amendments ancillary to the new business of the Company and
      authorized the designation and issuance of approximately 1.6 million shares
      of
      the Company’s Series A convertible preferred stock. The directors elected
      pursuant to such consent included Gordon T. Graves, Kenneth R. Griffith, David
      E. Danovitch, Michael T. Gallagher, Martin A. Keane, William S. McCalmont,
      John
      J. Schreiber, James J. Woodcock and Rexford A. Yeisley. The common
      stockholders who executed the consent held approximately 6.5 million of the
      approximate 8.0 million shares of the Company’s outstanding common stock at the
      time of execution of the consent.





**PART
      II**





**Item
      5. Market for Common Equity and Related Stockholder
      Matters.**





There
      is
      currently no public trading market for our common stock.





We
      had
      8,000,019 shares of common stock issued and outstanding as of January 29, 2007
      and 57 common stockholders as of that date, 18 of whom are our officers,
      employees and non-employee directors or are otherwise affiliated with
      us.





We
      have
      never paid dividends on our common stock, and we do not currently have a policy
      regarding the payment of or the intent to pay dividends on our common stock
      in
      the foreseeable future. In the event dividends are made from our earnings or
      from our other capital resources, the rights of our common stockholders to
      such
      dividends are subordinate to such rights of the holders of the Series A
      convertible preferred stock we issued on October 11, 2006, which are described
      in Note 12, “Capital Stock,” to our consolidated financial statements included
      in this Annual Report on Form 10-KSB.





We
      do not
      presently have equity compensation plans and, accordingly, no equity securities
      have been authorized for that purpose.




10





**Item
      6. Management’s Discussion and Analysis or Plan of
      Operation.**





**Overview**





We
      were
      incorporated as OEF Corporate Solutions, Inc. in Nevada in December 2001, and
      from that date until October 4, 2006 we provided EDGAR services to companies
      that file reports with the SEC. In October 2006, we acquired 100% of the
      ownership interests in Goodtime in exchange for 7,623,580 shares of our common
      stock and changed our name to Aces Wired, Inc.





We
      currently are a gaming and recreation company and the parent of K&B and
      AWLLC. K&B is the oldest company serving the bingo gaming market in Texas.
      K&B distributes games and related equipment, supplies and branded pull tabs
      to charity bingo licensees throughout Texas and has been in operation for over
      28 years. AWLLC, formed on June 11, 2004, is a company targeting the rapidly
      growing AWP market in Texas where it utilizes its exclusive and proprietary
      Ace
      Advantage Card system, which is effectively a stored-value debit card system.
      This system allows players to store their winnings for future redemptions for
      a
      variety of non-cash merchandise from participating merchants who accept debit
      cards. As of January 29, 2007, we operated approximately 250 AWP game machines
      in six gaming amusement centers throughout Texas and are a joint operator in
      a
      seventh gaming amusement center with the Tigua Indian Tribe in El Paso,
      Texas.





Whereas
      K&B currently provides us with a reliable source of revenue and cash, it
      operates in a mature and static market in which we do not believe there are
      opportunities for significant growth absent the passage of legislation in Texas
      which would allow for new types of bingo games, or by our acquiring market
      share
      through business acquisitions. Rather, the foundation of our business plan
      is to
      grow our AWP business in what we believe is the rapidly growing AWP market
      in
      Texas where casino style gambling, or class III gaming, is illegal. However,
      if
      class III gaming is eventually legalized in Texas, we believe that if we can
      obtain the required licensing, we can efficiently adapt our gaming amusement
      centers, AWP machines and games to effectively compete in that market as
      well.





We
      are
      also considering expanding our AWP business through acquisitions of other gaming
      venues in which to place our AWP machines if such opportunities arise and are
      considered to be consistent with of our long-term business plan. However, to
      date we have not completed nor are we engaged in any binding negotiations
      respecting a business combination, or are there any assurances that we will
      be a
      party to a business combination in the foreseeable future.





AWLLC
      opened its first AWP gaming amusement center in July 2005 in El Paso as a joint
      operator with the Tigua Indian Tribe. This center began with 25 AWP machines
      and
      on a temporary basis to test the both viability of AWP gaming and AWLLC’s Ace
      Advantage Card system. As of October 29, 2006, there were approximately 40
      AWP
      machines operating at this center. After merging with Goodtime in October 2005,
      AWLLC opened the following Ace Gaming Amusement Centers.





·
            In
                December 2005, the Ft. Worth center was opened with 25 AWP machines,
                and
                we are currently operating approximately 40 AWP machines at this
                center.
                In December 2006, we leased additional space adjacent to this center
                in
                which we can effectively operate up to 300 AWP machines. We will also
                significantly expand our food and beverage service at this location
                including the sales of alcoholic
                beverages.





·
            In
                January 2006, we opened the Killeen gaming amusement center where
                we
                currently operate 30 AWP machines.





·
            The
                first of our two amusement centers in Corpus Christi was opened in
                March
                2006 with 30 AWP machines. We intend to close this center in February
                2007
                and relocate the 20 AWP machines currently operating there to another
                amusement center. The closing of this center will not have any significant
                impact on our results of operations and financial condition.





·
            In
                April 2006, we opened our gaming amusement center in Copperas Cove
                where
                we currently operate 20 AWP
                machines.





·
            In
                September 2006, we opened a second gaming center in Corpus Christi
                with 30
                AWP machines, and we are currently operating 60 AWP machines at this
                center. We are also exploring expansion plans for that center to
                operate
                up to 175 AWP machines.





·
            In
                November 2006, we opened our sixth Ace Gaming Amusement Center in
                Amarillo
                where we currently operate 50 AWP
                machines.





In
      December 2006 and January 2007, we entered into lease agreements for two new
      gaming centers in San Antonio, Texas and the aforementioned expansion of our
      Ft.
      Worth center. We expect to put into service up to 250 additional AWP machines
      (most of which we already have in stock) in these new and expanded centers
      over
      the next three months. We are also adding and significantly increasing our
      food
      and beverage services at these centers, including the sale of alcoholic
      beverages.




11





In
      addition to the aforementioned new centers and expansion, our goal is to open
      other new Ace Gaming Amusement Centers in Texas inside of or adjacent to
      charitable bingo halls, inside race tracks and in stand alone centers, and
      we
      are actively working in a number of jurisdictions to accomplish that goal.
      The
      total cost to open a small gaming amusement center with 50 machines is
      approximately $400,000 to $500,000, of which approximately $300,000 is the
      cost
      of the gaming machines and supporting network and the remainder is for facility
      improvements. A larger center with up to 200 gaming machines costs us
      approximately $1.4 million to $1.5 million to open, of which approximately
      $1.2
      million is for the cost of the gaming machines and supporting network and the
      remainder is for facility improvements.





We
      expect
      to finance the expansion of our gaming amusement centers primarily by utilizing
      cash flow from K&B, the funds we raised from the sale of the Series A
      preferred stock sale discussed below and the additional financing of gaming
      machines, if such financing can be secured. K&B also has a $0.9 million
      secured bank credit facility that expires on April 30, 2007, and we will
      consider negotiating an extension of that facility and an increase in the
      borrowing capacity thereunder; however, there are no assurances that we will
      be
      successful in these negotiations. We also anticipate that as we open more gaming
      amusement centers and/or add gaming machines to our existing centers, the total
      contribution from our gaming centers will provide us with additional cash flow
      with which to grow our AWP gaming business.




AWP
        gaming is not regulated in Texas, but it is subject to Texas law governing
        gaming generally, the interpretation and enforcement of which are usually
        at the
        local, or county level. Before we open a new gaming amusement center, we
        gauge,
        among other things, the political receptiveness to our AWP business in that
        location. If we believe the applicable legal and enforcement authorities
        are
        receptive to our AWP gaming concept, either through direct discussions with
        such
        authorities, or implicitly by their silence, and that location satisfies
        our
        demographic criteria, we will open a gaming amusement center in that location.
        Conversely, if such authorities express opposition to our AWP gaming, we
        will
        not open an amusement center in that location. In the event we are compelled
        to
        subsequently close a center, because of either political or financial
        performance reasons, our losses associated to any such closures are limited
        to
        the improvements, if any, we make to the real property for that location,
        such
        as carpeting, paint and similar improvements. The majority of the costs we
        incur
        to open a gaming amusement center relate to the AWP games and supporting
        network
        hardware and other personal property, all of which we can relocate to another
        gaming center. Additionally, most of our existing leases for our gaming
        amusement centers provide us with the options to terminate those leases early
        due to, among other things, our inability to operate our AWP gaming business
        at
        those locations due to any regulatory reason.




**Results
      of Operations**





We
      incurred a net loss of $5.1 million ($0.73 per basic and diluted common stock
      share) on revenues of $17.9 million for the 52-week period ended October 29,
      2006 (hereinafter fiscal year 2006) compared to net income of approximately
      $45,000 ($0.01 per basic and diluted common stock share) on revenues of $14.9
      million for the 52-week period ended October 30, 2005 (hereinafter fiscal year
      2005). Our fiscal year 2006 results of operations were negatively affected
      by
      $3.6 million of non-cash charges related to share-based compensation, and by
      increases in depreciation and amortization expense of approximately $560,000,
      interest expense of $141,000 and income tax expense $605,000 compared to fiscal
      year 2005. Substantially all of the increases in the fiscal year 2006 expenses
      are attributable to our acquisition of Goodtime in October 2006 as
      follows.





·
            The
                share-based compensation expense was primarily due to the award of
                approximately 1.1 million shares of restricted common stock to certain
                of
                our executive officers, certain key employees and our non-employee
                directors.





·
            The
                increase in depreciation and amortization was primarily due to the
                acquisition of Goodtime’s tangible and intangible
                assets.





·
            The
                increase in interest expense was primarily due to our assumption
                of debt
                and capitalized lease obligations that Goodtime had incurred to acquire
                working capital, property and equipment and proprietary software
                for our
                AWP business.





·
            The
                increase in income tax expense was primarily due to the non-deductibility
                of substantially all of the aforementioned share-based compensation
                and
                operating losses incurred by certain of our subsidiaries prior to
                our
                acquisition of Goodtime, and by our recognition of deferred tax
                liabilities resulting from the change in the tax status of those
                subsidiaries.





Earnings
      before interest, income taxes and depreciation and amortization (EBITDA)
      decreased to approximately $154,000 for fiscal year 2006 from $392,000 for
      fiscal year 2005. EBITDA for fiscal year 2006 also includes non-cash share-based
      compensation expense. EBITDA is not defined under U.S. generally accepted
      accounting principles (GAAP), and our computation of EBITDA might not be
      comparable to similarly titled measures reported by other companies. The
      following is a reconciliation of our net income (loss) to EBITDA for fiscal
      years 2006 and 2005.


**Fiscal
                  Year ended****2006**
              
              **2005**Net
                  income (loss)
              
              $
              (5,100,584
              )
              $
              45,291Interest,
                  net
              
              
              113,045
              
              
              (9,763
              )Income
                  taxes
              
              
              631,671
              
              
              26,143Depreciation
                  and amortization
              
              
              889,653
              
              
              330,774Share-based
                  compensation
              
              
              3,620,657
              
              
              -EBITDA
              
              $
              154,442
              
              $
              392,445





12




We
      use
      EBITDA together with our GAAP measures of financial performance to assist us
      in
      comparing our results of operations on a consistent basis period-over-period.
      EBITDA removes from our earnings the impact of our capital structure, the
      effects of income taxes related primarily to the differences in the book and
      tax
      bases of our assets and liabilities, the ownership costs associated with
      depreciation and amortization and the effect of non-cash share-based
      compensation expense. We believe it is useful to investors for the same reasons.
      However, EBITDA has limitations as a profitability measure in that it does
      not
      include the interest expense on our debts, the interest income from our cash
      investments, our provisions for income taxes, the effects of our expenditures
      for tangible and intangible capital assets and the effect of non-cash
      compensation expense.





**Fiscal
      Year 2006 Compared to Fiscal Year 2005**





We
      operate and manage separately two business segments, our bingo supply business
      segment (Bingo) and our AWP gaming business segment (AWP). We do not allocate
      corporate overhead, share-based compensation, certain other income (expense)
      items and income taxes to our operating business segments. For fiscal year
      2006,
      our bingo gaming and AWP supply business segments generated net income (loss)
      before income taxes of approximately $3.0 million and $(0.4 million),
      respectively. For fiscal year 2005, our only business segment was the bingo
      supply business. For comparability purposes only, by removing corporate overhead
      comparable to the fiscal year 2006 amount and income taxes, our bingo supply
      business earned income before income taxes of approximately $2.5 million in
      fiscal year 2005. The following are condensed statements of operations for
      our
      business segments for fiscal years 2006 and 2005.


**Fiscal
                    Year ended October 29, 2006****Bingo**
                
                
                **AWP**
                
                
                **Corporate**
                
                
                **Consolidated**Revenues
                
                $
                15,489,201
                
                $
                2,444,666
                
                $
                -
                
                $
                17,933,867Share-based
                    compensation
                
                
                -
                
                
                -
                
                
                3,620,657
                
                
                3,620,657Expenses
                    - other
                
                
                12,542,428
                
                
                2,777,202
                
                
                3,356,429
                
                
                18,676,059Operating
                    income (loss)
                
                
                2,946,773
                
                
                (332,536
                )
                
                (6,977,086
                )
                
                (4,362,849
                )Other
                    income (expense), net
                
                
                24,132
                
                
                (106,124
                )
                
                (24,072
                )
                
                (106,064
                )Income
                    (loss) before taxes
                
                
                2,970,905
                
                
                (438,660
                )
                
                (7,001,158
                )
                
                (4,468,913
                )Income
                    taxes
                
                
                -
                
                
                -
                
                
                631,671
                
                
                631,671Net
                    income (loss)
                
                $
                2,970,905
                
                $
                (438,660
                )
                $
                (7,632,829
                )
                $
                (5,100,584
                )


**Fiscal
                      Year ended October 30, 2005****Bingo**
                  
                  **Corporate**
                  
                  **Consolidated**Revenues
                  
                  $
                  14,895,186
                  
                  $
                  -
                  
                  $
                  14,895,186Expenses
                  
                  
                  12,415,476
                  
                  
                  2,449,870
                  
                  
                  14,865,346Operating
                      income (loss)
                  
                  
                  2,479,710
                  
                  
                  (2,449,870
                  )
                  
                  29,840Other
                      income (expense), net
                  
                  
                  41,594
                  
                  
                  -
                  
                  
                  41,594Income
                      (loss) before taxes
                  
                  
                  2,521,304
                  
                  
                  (2,449,870
                  )
                  
                  71,434Income
                      taxes
                  
                  
                  -
                  
                  
                  26,143
                  
                  
                  26,143Net
                      income (loss)
                  
                  $
                  2,521,304
                  
                  $
                  (2,476,013
                  )
                  $
                  45,291


***Bingo
      Business Segment***





Because
      we did not operate the AWP business segment in fiscal year 2005, the only
      meaningful period-over-period comparisons between fiscal year 2006 and fiscal
      year 2005 relate to our bingo supply business. Corporate overhead for fiscal
      year 2005 consisted solely of the compensation paid to three of our executive
      officers and payroll related overhead and is not included in the analysis below
      nor are income taxes. The significant changes in other revenues and expenses
      for
      our bingo business segment in fiscal year 2006 compared to fiscal year 2005
      are
      shown in the table below and are discussed in the accompanying
      footnotes.




**Fiscal
                  Year **2006****
              
              
              **Change
                  from Fiscal Year 2005**
              
              
              **Percentage
                  **change****Revenues
              
              $
              15,489,201
              
              $
              594,015
              
              
              3.99Cost
                  of sales
              
              
              8,624,657
              
              
              93,806
              
              
              1.10Operating
                  expenses
              
              
              3,580,215
              
              
              26,364
              
              
              0.74Depreciation
                  and amortization
              
              
              337,556
              
              
              6,782
              
              
              2.05Other
                  income (expense), net
              
              
              24,132
              
              
              (17,462
              )
              
              (41.98
              )
  13


**(a)** The
      increase in revenues for fiscal year 2006 was primarily due to the increase
      in
      branded pull tab sales, an instant winner paper ticket similar to a lottery
      scratch-off ticket, which are popular with bingo patrons. We do not believe
      there will be any significant increase or decline in our bingo supply revenues
      for fiscal year 2007.





**(b)** The
      increase in other income (expense), net for fiscal year 2006 was primarily
      due
      to interest incurred under our bank credit facility and a decrease in interest
      income due to a corresponding decrease in cash deposits. We had no debt
      outstanding during fiscal year 2005.





***AWP
      Business Segment***





The
      following is an overview of the significant components of the AWP business
      segment’s revenues and expenses for fiscal year 2006.





*Revenues* .
      Substantially all of our revenues from our AWP business come from the cash
      value
      of the difference (or the hold) between the credits wagered by and the credits
      won by our AWP gaming patrons. Our revenue from the amusement gaming center
      in
      El Paso is 40% of the hold after certain adjustments. Promotional allowances,
      consisting mostly of direct mail and newspaper coupons and entitlement programs,
      provide our gaming patrons with free play credits and are recognized as
      reductions in revenues when such promotional allowances are redeemed. We expect
      to substantially increase revenues from our AWP business in fiscal year 2007
      due
      to the opening of new gaming centers, the expansion of existing centers and
      the
      introduction of food and beverage services in those centers.





*Operating
      Expenses* .
      The
      following are the significant components and approximate amounts of operating
      expenses for fiscal year 2006. We expect that substantially all of these
      expenses will increase in fiscal year 2007 as we open new gaming amusement
      centers and because our existing centers, which opened at various times during
      fiscal year 2006, will have been operating for all of fiscal year
      2007.





·
            Salaries
                and benefits of $621,000. Most of the employees who work at our gaming
                amusement centers are hourly employees, whereas our managers are
                salaried
                employees.





·
            Rent
                and utilities of $539,000. Rent expense for most of our gaming amusement
                centers are based on a percentage of the hold or the number of gaming
                machines located at the center.





·
            Contract
                labor of $452,000. Contract labor includes the costs incurred for
                security
                services at our gaming amusement centers and consulting services
                related
                to back office systems that support our gaming machine and Ace Advantage
                Card networks.





·
            Advertising
                and promotional expenses of $194,000. We promote our Ace Gaming Amusement
                Centers in the locations in which we operate them through various
                advertising media such as television, radio, newspapers, direct-mailings
                and billboards.





*·*
            Royalties
                of $187,000. These royalties are incurred under licensing agreements
                we have for the games we use in our AWP
                machines.





·
            Food,
                beverage and other supplies of approximately $104,000. We will
                significantly expand our food and beverage service in fiscal year
                2007,
                including the sale of alcoholic beverages in certain of our gaming
                amusement centers.





*Other
      income (expense).* Other
      income (expense) for fiscal year 2006 was comprised of approximately $78,000
      of
      interest expense on certain debt and capitalized lease obligations we incurred
      to finance AWP machines and proprietary software to support our Ace Advantage
      Card system. We also incurred a loss of approximately $23,000 in fiscal year
      2006 due to the closure of a gaming amusement center in McAllen, Texas.





***Corporate
      Overhead***





The
      most
      significant components of corporate overhead expense for fiscal year 2006 were
      salaries and benefits for our executive officers and other general sales and
      administrative staff, which expenses approximated $1.8 million; and professional
      fees of approximately $1.0 million, most of which were for accounting and legal
      services associated with the formation and our subsequent acquisition of and
      merger into Goodtime. Corporate overhead expense for fiscal year 2005 consisted
      entirely of the salaries and benefits of certain of our executive officers
      who
      were then officers of K&B. We expect a modest increase in these corporate
      overhead expenses during fiscal year 2007 as we continue to grow our AWP
      business segment albeit at a slower rate because a substantial amount of our
      corporate infrastructure, including the hiring of personnel, was completed
      in
      fiscal year 2006, and to decreases in professional expenses.




14





We
      also
      recognized share-based compensation of $3.62
      million during fiscal year 2006 related to the grant of approximately 1.1
      million shares of restricted common stock to certain of our officers, certain
      employees and all of our non-employee directors, and the issuance of 40,000
      shares of our common stock for services received. The award of the restricted
      common shares were converted from profits interests these officers, employees
      and directors had in Goodtime prior to its acquisition by us and were part
      of
      our original capitalization of 8,000,019 shares of common stock. Additional
      compensation expense of $1.7 million and $0.4 million related to the grant
      of
      the restricted common stock shares will be recognized in fiscal year 2007 and
      fiscal year 2008, respectively. The grant of the restricted common stock shares
      is described in more detail at Note 6, “Share-Based Compensation,” to our
      consolidated financial statements included in this Annual Report on Form
      10-KSB.





Although
      we incurred a consolidated pretax loss of $4.5 million, consolidated income
      tax
      expense was $0.6 million for fiscal year 2006 compared to income tax expense
      of
      approximately $26,000 for fiscal year 2005. The increase in the fiscal year
      2006
      income tax provision was due primarily to the non-deductibility for income
      tax
      purposes of $3.5 million of the aforementioned share-based compensation and
      $2.2
      million of operating losses incurred by certain of our subsidiaries prior to
      our
      acquisition of Goodtime in October 2006, and the recognition of deferred income
      tax expense of $0.2 million associated with the change in the tax status of
      such
      subsidiaries upon our acquisition of Goodtime. Refer to Note 10, “Income Taxes,”
to our consolidated financial statements included in this Annual Report on
      Form
      10-KSB for additional information about our fiscal year 2006 income tax
      expense.




**Liquidity
      and Capital Resources**




We
      had
      cash and cash equivalents of $7.1 million as of October 29, 2006 compared to
      cash and cash equivalents of approximately $501,000 as of October 30, 2005.
      We
      also had restricted cash of $250,000 at the end of fiscal year 2006 which serves
      as a security deposit for the bank that sponsored our financial
      redemption/player cards. These restricted funds should be released to us by
      March 31, 2007 in connection with the expiration of our sponsorship agreement
      with that bank. The increase in cash and cash equivalents for fiscal year 2006
      was primarily due to net proceeds of $7.3 million we raised from the sale in
      October 2006 of approximately 1.6 million shares of our Series A convertible
      preferred stock, which transaction is described in more detail below and at
      Note
      12, “Capital Stock,” in the Notes to our consolidated financial statements
      included in this Annual Report on Form 10-K. We believe that the cash flows
      from
      our bingo supply business together with the funds we raised in fiscal year
      2006
      from the sale of the Series A preferred stock and the other financing
      transactions described below will provide us with adequate working capital
      for
      at least the next 12 months and will enable us to continue to expand our AWP
      gaming business without the incurrence of additional debt. However, there are
      no
      assurances that we will not seek additional debt or equity financing in the
      near
      term if circumstances warrant such actions.





*Historical
      Cash Flows*





The
      following table sets forth our consolidated condensed net cash flows for fiscal
      years 2006 and 2005.




Fiscal
                Year endedOctober
                  29, 2006
            
            October
                  30, 2005Net
                cash provided by (used in):Operating
                activities
            
            $
            10,985
            
            $
            379,843Investing
                activities
            
            
            (3,535,055
            )
            
            (655,105
            )Financing
                activities
            
            
            10,124,496
            
            
            (2,103
            )Net
                increase (decrease) in cash and cash equivalents
            
            $
            6,600,426
            
            $
            (277,365
            )





The
      significant changes in our cash flows for fiscal year 2006 compared to fiscal
      year 2005 are discussed below.





*Operating
      activities* .
      Cash
      flows from operating activities are affected by our results of operations and
      from the changes in the assets and liabilities that support such operations.
      The
      components of the approximate $369,000 decrease in net cash provided by
      operating activities in fiscal year 2006 compared to fiscal year 2005 are shown
      in the following table.


**Fiscal
                      Year****2006**
                  
                  **2005**
                  
                  **Change**Net
                      cash provided by (used in) operations, adjusted for non-cash
                      expenses
                  
                  $
                  (167,848
                  )
                  $
                  531,659
                  
                  $
                  (699,507
                  )Increase
                      (decrease) in cash from net change in operating assets and
                      liabilities
                  
                  
                  178,833
                  
                  
                  (151,816
                  )
                  
                  330,649Net
                      cash provided by operating activities
                  
                  $
                  10,985
                  
                  $
                  379,843
                  
                  $
                  (368,858
                  ) The
            approximate $700,000 change in net cash from operations was due primarily
            to
            increased expenses associated with our gaming amusement centers and additional
            corporate overhead. The approximate $179,000 net increase in cash from
            the
            changes in operating assets and liabilities for fiscal year 2006 was
            primarily
            due to an increase in income taxes payable resulting from our current
            income tax
            expense for that year. For fiscal year 2005, the approximate $152,000
            net
            decrease in cash from the changes in operating assets and liabilities
            was
            primarily due to an increase in trade accounts receivable resulting from
            increases in K&B’s sales for that year.




15





*Investing
      Activities* .
      The
      increase in net cash used in investing activities during fiscal year 2006
      compared to fiscal year 2005 was substantially due to the acquisition of
      property and equipment for our gaming amusement centers.





*Financing
      Activities* .
      In
      addition to the sale of the Series A preferred stock, other significant
      financing activities during fiscal year 2006 included proceeds of $1.6 million
      from the issuance of notes payable to related parties, $1.4 million from the
      sale and leaseback of AWP machines and $0.7 million of capital contributions
      to
      one of our subsidiaries. During fiscal year 2006, we also borrowed and repaid
      $1.0 million under our bank credit facility and collectively repaid
      approximately $0.9 million of the notes we issued to the related parties and
      other debt and capitalized lease obligations. The notes issued to related
      parties in fiscal year 2006 are described in more detail below. There were
      no
      significant financing activities in fiscal year 2005.





*Future
      Sources and Uses of Cash*





We
      expect
      that our future liquidity and capital requirements will be affected by the
      following.





·
            The
                acquisition of equipment, fixtures and improvements related to the
                opening
                and expansion of new and existing Ace Gaming Amusement
                Centers.·
            The
                servicing of long-term debt and capitalized lease
                obligations.·
            Rentals
                due under operating leases.·
            Other
                working capital needs.·
            The
                possibility of business
                acquisitions.





As
      noted
      previously, we believe that the cash flows from our bingo supply business
      together with the funds we raised in fiscal year 2006 will provide us with
      adequate working capital to meet our working capital needs, financial
      obligations and expand our AWP gaming business for at least the next 12 months.
      We also have a $0.9 million bank credit facility under which there were no
      outstanding obligations as of October 29, 2006. This credit facility expires
      on
      April 30, 2007. Although we believe we could extend this credit facility and
      possibly raise the borrowing limits thereunder, there are no assurances that
      we
      would succeed if we attempted such modifications of the bank credit facility.





*Series
      A Preferred Stock*





In
      October 2006, and as a condition precedent to our acquisition of Goodtime,
      we
      sold in a private placement 1.612 million shares of our nonredeemable Series
      A
      convertible preferred stock for approximately $8.1 million (or $5.00 per share)
      before issuance costs of approximately $0.7 million. The Series A preferred
      stock automatically converts into an equal number of our common stock shares
      upon the effectiveness of a registration statement we filed with the SEC on
      November 8, 2006. The Series A preferred stock are voting securities and rank
      senior to our common stock regarding dividends and any other distributions
      of
      our assets. The holders of the Series A preferred stock were also issued options
      to acquire up to an additional 322,400 shares of the Series A preferred stock
      at
      $5.00 per share, which options, if not previously exercised, expire upon the
      effectiveness of the aforementioned registration statement.





*Indebtedness*





As
      of
      October 29, 2006, we had outstanding approximately $1.2 million of promissory
      notes issued to our chairman of the board/principal stockholder and two of
      our
      executive officers/common stockholders. Two of these notes totaling
      approximately $626,000 including accrued interest bear interest at 4.48%
      and are due in November 2007. The other note for approximately $622,000
      including accrued interest bears interest at 4.64% and is due in January
      2008. These notes are described in more detail in Item 12., “Certain
      Relationships and Related Transactions, and Director Independence,” and at Note
      8, “Long-term Debt,” in the Notes to our consolidated financial statements
      included in this Annual Report on Form 10-K.





In
      March
      2006, one of our subsidiaries acquired for our internal use certain proprietary
      software and tangible assets through the assumption of a $606,000 promissory
      note payable and other liabilities of $294,000. As of October 29, 2006, the
      outstanding principal balance of the note was approximately $348,000 and it
      is
      being repaid, together with interest at 6%, by level quarterly payments of
      principal and interest through September 30, 2007. The note is secured by the
      proprietary software and the other assets that were acquired and by certain
      of
      the assets of AIP.





We
      also
      have a bank credit facility under which there were no outstanding obligations
      as
      of October 29, 2006. Outstanding borrowings at any time under the credit
      facility are limited to the lesser of $0.9 million or an amount based on our
      eligible inventory and eligible accounts receivable, as such terms are defined
      in the credit facility. Borrowings under the credit facility generally bear
      variable-rate interest indexed to the prime lending rate plus 1%, which interest
      is payable monthly. Outstanding obligations due under the credit facility are
      secured by certain of our inventory, accounts receivable and intangible assets,
      and are guaranteed by one of our officers /common stockholders. The credit
      facility expires on April 30, 2007.




16





*Leases*





As
      of
      October 29, 2006, we had future minimum lease payments of approximately $3.0
      million due under capitalized lease obligations and operating leases, of which
      approximately $447,000 was payable to two of our executive officers/common
      stockholders. These obligations are described in more detail in Item 12.,
“Certain Relationships and Related Transactions, and Director Independence,” and
      at Note 9, “Leases,” in the Notes to our consolidated financial statements
      included in this Annual Report on Form 10-K.




**Significant
      Accounting Policies**





Our
      discussion and analysis of our financial position and the results of our
      operations are based upon our consolidated financial statements and the
      information used to prepare them. Our consolidated financial statements are
      prepared in accordance with accounting principles generally accepted in the
      United States and require us to make estimates and judgments that affect the
      reported amounts of our assets and liabilities, revenues and expenses, and
      related disclosures of contingent assets and liabilities. We base our estimates
      and judgments on our historical experience, knowledge of current conditions
      and
      our beliefs of what could occur in the future considering the pertinent and
      available information. Actual results may differ from these estimates under
      different assumptions or conditions. Our significant accounting policies are
      disclosed in Note 3, “Summary of Significant Accounting Policies,” in the
      Notes to our consolidated financial statements included in this Annual
      Report on Form 10-KSB.





**Item
      7. Financial Statements.**





Our
      consolidated financial statements, accompanying notes and Report of Independent
      Registered Public Accounting Firm are attached to this Annual Report on
      Form 10-KSB beginning on page F-1 and are incorporated herein by
      reference.





**Item
      8. Changes in and Disagreements with Accountants on Accounting and Financial
      Disclosure.**





On
      October 4, 2006, our Board of Directors dismissed Hawkins Accounting (Hawkins)
      as our independent accountant and engaged Weaver and Tidwell, L.L.P. as our
      new
      independent accountants. During our two most recent fiscal years and the
      subsequent interim periods through the date of Hawkins’s dismissal, there were
      no disagreements with Hawkins, whether or not resolved, on any matter of
      accounting principles or practices, financial statement disclosure, or auditing
      scope or procedure, which disagreements, if not resolved to Hawkins’s
      satisfaction, would have caused it to make reference to the subject matter
      of
      the disagreements in connection with its reports.





**Item
      8A. Controls and Procedures.**





Under
      the
      supervision and with the participation of management, including our principal
      executive officer and principal financial officer, we conducted an evaluation
      of
      the design and effectiveness of our financial disclosure controls and
      procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
      Exchange Act of 1934 (the Exchange Act), as amended, as of the end of the fiscal
      year covered by this Annual Report on Form 10-KSB (the Evaluation Date). Based
      on this evaluation, our principal executive officer and principal financial
      officer concluded that as of the Evaluation Date such disclosure controls and
      procedures were effective such that the financial information relating to our
      company, including that of our consolidated subsidiaries, required to be
      disclosed in our reports to the SEC is: (i) recorded, processed, summarized
      and
      reported within the time periods specified in the applicable SEC regulations
      and
      forms; and (ii) is accumulated and communicated to management, including our
      principal executive officer and principal financial officer, or persons
      performing similar functions, as appropriate to allow timely decisions regarding
      such required financial disclosure.





During
      our fiscal fourth quarter ended October 29, 2006, we did not make any changes
      in
      our internal controls over financial reporting that materially affected, or
      are
      reasonably likely to materially affect, our internal controls over financial
      reporting.





**Item
      8B. Other Information.**





None.




17





PART
      III





**Item
      9. Directors and Executive Officers of the Registrant.**





Our
      officers and members of our board of directors are as follows.





**Name**
            
            **Age**
            
            **Position**Kenneth
                R. Griffith
            
            57
            
            President,
                Chief Executive Officer and DirectorChristopher
                C. Domijan
            
            51
            
            Executive
                Vice President, Chief Financial Officer and SecretaryKnowles
                B. Cornwell
            
            54
            
            Executive
                Vice President and Chief Operating OfficerNicholas
                F. Holt
            
            49
            
            Chief
                Accounting Officer and ControllerGordon
                T. Graves
            
            70
            
            Chairman
                of the Board of DirectorsDavid
                E. Danovitch
            
            44
            
            DirectorMichael
                T. Gallagher
            
            66
            
            DirectorMartin
                A. Keane
            
            69
            
            DirectorWilliam
                S. McCalmont
            
            51
            
            DirectorJohn
                J. Schreiber
            
            66
            
            DirectorJames
                J. Woodcock
            
            68
            
            DirectorRexford
                A. Yeisley
            
            59
            
            Director





**Kenneth
      R. Griffith.** Mr.
      Griffith is our President and Chief Executive Officer. He is the founder of
      K&B Sales, Inc. d.b.a. Goodtime Action Games. Over the past 28 years he has
      grown K&B into the largest bingo distributor in Texas and implemented the
      first ever player rewards program for bingo halls in Texas. Mr. Griffith was
      the
      first President of the Bingo Distributors Association of Texas.





**Christopher
      C. Domijan.** Mr.
      Domijan is our Executive Vice President, Chief Financial Officer and Secretary.
      Prior to joining the Company, Mr. Domijan was the Chief Financial Officer of
      Nevada Gold & Casinos (AMEX: UWN) . During his five years with Nevada Gold
& Casinos, Mr. Domijan also served as Secretary and Treasurer. Mr. Domijan
      has over twenty years of financial management experience, including nine years
      as chief financial officer for companies in the hospitality and financial
      services industries.





**Knowles
      B. Cornwell.** Mr.
      Cornwell, CPA, is our Executive Vice President and Chief Operating Officer.
      Prior to our acquisition of Goodtime, he was responsible for sales at K&B’s
      electronic bingo division, a position he has occupied since 1997. He is
      currently a member of the Texas Lottery Commission’s Bingo Advisory Committee.
      He is also a founding member of BKR Cornwell Jackson, a public accounting firm
      based in Dallas, Texas.





**Nicholas
      F. Holt.**  Mr.
      Holt, CPA, is our Chief Accounting Officer and Controller. For the past seven
      years, Mr. Holt has served as the Chief Financial Officer for K&B. During
      this time he has been instrumental in enacting improvements in inventory
      management, developing networks for all locations and managing the Company’s
      accounting and finance functions. Prior to joining K&B Sales, Mr. Holt
      spent 14 years in public accounting.




**Gordon
      T. Graves**.
      Mr.
      Graves is our Chairman of the Board. Mr. Graves was formerly Chairman of the
      Board and Chief Executive Officer of Multimedia Games, Inc. (NASDAQ: MGAM)
      He
      was Chief Executive Officer of MGAM from September 1994 until February 2003,
      and
      he remained a member of their board of directors until February 2004. During
      his
      10-year tenure, MGAM grew its market capitalization by approximately 9,200%
      from $3
      million to $277 million. He was first to build the on-line lotto system and
      was
      a pioneer of interactive class II gaming. Since December 1993, and from 1989
      to
      1990, Mr. Graves has been the President of Graves Management, Inc., a management
      consulting and investment company.Mr.
      Graves has served as a Director of the Company since October 4,
      2006.




**David
      E.**  **Danovitch**  **,
      Director**  **.** Mr.
      Danovitch has been a partner since 2004 in the law firm Gersten Savage, LLP
      in
      New York City, where he specializes in corporate finance, securities, mergers
      and acquisitions, and broker-dealer regulatory and compliance. Between
      2002 and 2003, he served as both Executive Vice President and Chief Financial
      Officer and later President and Chief Executive Officer for ioWave, Inc., a
      multinational telecommunications company. From 1999 to 2002, Mr. Danovitch
      was a
      Senior Partner of NewWest Associates, LLC, an international business consulting
      firm, and Del Rey Investments , LLC, a merchant banking firm .
      Mr.
      Danovitch has served as a Director of the Company since October 4,
      2006 .





**Michael
      T. Gallagher, Director.** Mr.
      Gallagher is a board certified, personal injury trial lawyer and principal
      of
      The Gallagher Law Firm in Houston, Texas . He
      is a
      past President of the Texas Trial Lawyers Association. Mr. Gallagher has served
      on numerous government appointed committees, including workers compensation,
      tenure of judges, speedy trials and grievance oversight. Mr.
      Gallagher has served as a Director of the Company since October 4,
      2006.




18




**Martin
      A. Keane, Director.** Mr.
      Keane has served as Vice President of Genetic Programming Inc., a genetic
      programming research company since 2000. From 1986 to present, he has also
      worked as an engineering and management consultant in the design of several
      systems. From 2000 to 2004, Mr. Keane also served as a member of the Board
      of
      Directors of MGAM. Mr. Keane is the author of several United States
      patents .
      Mr.
      Keane has served as a Director of the Company since October 4, 2006 .





**William
      S. McCalmont, Director** .
      Mr.
      McCalmont was the Chief Financial Officer of ACE Cash Express, Inc. from 2003
      through January 2007. From 2002 through 2003, Mr. McCalmont served as a founding
      member and principal of the Turtle Creek Group. From 2000 to 2001, Mr. McCalmont
      was the Chief Financial Officer of HQ Global Workplaces, which filed a voluntary
      petition for reorganization under Chapter 11 of the United States Bankruptcy
      Code in March 2002. Previously, Mr. McCalmont served as the Interim President
      and Chief Executive Officer and Chief Financial Officer of La Quinta Inns,
      Inc.,
      the Chief Financial Officer of FelCor Suite Hotels and the Treasurer of Harrah's
      Entertainment. Mr. McCalmont is a director of LaSalle Hotel Properties. Mr.
      McCalmont has served as a Director of the Company since October 4,
      2006.




**John
      J. Schreiber, Director.** Mr.
      Schreiber has worked as a gaming and security consultant since 1998 in Las
      Vegas, Nevada.  Mr.
      Schreiber has served as a Director of the Company since October 4,
      2006.





**James
      J. Woodcock, Director.** Since
      1981, Mr. Woodcock has been the owner and Chief Executive Officer of Hy-Bon
      Engineering Company, based in Midland, Texas. Hy-Bon is an engineering firm
      and
      manufacturer of vapor recovery, gas booster, and casing pressure reduction
      systems for the oil industry. Mr. Woodcock has been a director since 2002,
      Chairman of the Teton Energy Corp.’s Compensation Committee since 2003 and
      Chairman of that company since February 2005. From 1997 to 2002, Mr. Woodcock
      was the chairman of Transrepublic Resources, a private oil and gas exploration
      firm located in Midland Texas. From 1996 until 2003, Mr. Woodcock was a board
      member and Chairman of the Board of Renovar Energy, a private waste-to-energy
      firm located in Midland Texas.  Mr.
      Woodcock has served as a Director of the Company since October 4,
      2006.





**Rexford
      A Yeisley, Director.**  Mr.
      Yeisley served as Chief Financial Officer of Grand Sierra Resort Corp. in Reno,
      Nevada from January 2006 to July 2006. Mr. Yeisley previously served as Senior
      Vice President, Chief Financial Officer, Treasurer and Assistant Secretary
      for
      the Isle of Capri Casinos, Inc . in
      Biloxi, Mississippi from December 1995 to December 2005. Mr.
      Yeisley has served as a Director of the Company since October 4,
      2006.




***Code
        of Ethics***
 
 As
        of the
        date of this Annual Report on Form 10-KSB, we had drafted, but our Board
        of
        Directors had not ratified, a code of ethics that applies to our principal
        executive officer, principal financial officer and principal accounting officer
        and controller, or persons performing similar functions on behalf of the
        Company.




**Item
      10. Executive Compensation.**





The
      following table sets forth the compensation we paid to Mr. Kenneth Griffith,
      our
      chief executive officer, and to each of our other executive officers during
      the
      periods indicated.




**Summary
      Compensation Table**




Annual
                Compensation
            
            Long-Term
                CompensationName
                and Principal Positions
            
            Year
            
            Salary
                ($)
            
            Bonus
                ($)
            
            Stock
                Awards
            
            Securities
                Underlying Options**Kenneth
                R. Griffith -**
              **President,
                Chief Executive Officer and Director**
            
            
            2006
              2005
              2004
            
            
            388,235
              408,457
              —
            
            
            62,000
              829,493
              —
            
            
            —
              —
              —
            
            
            —
              —
              —**Knowles
                B. Cornwell -**
              **Executive
                Vice President and Chief Operating Officer**
            
            
            2006
              2005
              2004
            
            
            378,235
              384,457
              —
            
            
            78,000
              585,172
              —
            
            
            —
              —
              —
            
            
            —
              —
              —**Christopher
                C. Domijan -**
              **Executive
                Vice President, Chief Financial Officer and
                Secretary**
            
            
            2006
              2005
              2004
            
            
            167,083
              —
              —
            
            
            —
              —
              —
            
            
            360,847
              —
              —
            *
            
            —
              —
              —**Nicholas
                F. Holt -**
              **Chief
                Accounting Officer and Controller**
            
            
            2006
              2005
              2004
            
            
            138,448
              119,273
              —
            
            
            33,000
              30,000
              —
            
            
            360,847
              —
              —
            *
            
            —
              —
              —


*
        These
        officers were originally issued profits interests in Goodtime, which awards
        were
        exchanged for restricted shares of our common stock concurrent with our
        acquisition of Goodtime in October 2006. The shares vest (graded vesting)
        from
        the date of the partnership interests were granted, or September 26, 2005,
        and
        are fully vested on March 31, 2007. Collectively, 304,944 of the common stock
        shares were vested as of October 29, 2006. The holders of the restricted
        common
        stock shares have the same rights as our other common stockholders respecting,
        among other things, voting and dividend rights, whether or not the restricted
        shares have vested. To date, there is not a public trading market for our
        common
        stock; therefore, the market value of these common stock shares was $0 as
        of
        October 29, 2006.


19


The
      annual base salaries for Messrs. Griffith and Cornwell were reduced to $350,000
      each for fiscal year 2006. Mr. Domijan’s and Mr. Holt’s current fiscal year 2006
      annual base salaries are $230,000 and $150,000, respectively.





**Option
      Grants in Last Fiscal Year**




We
      presently do not have any plans under which we can grant stock options to our
      executive officers or any other of our employees and non-employee directors.
      Additionally, none of the individuals named in the Summary Compensation Table
      above held any options to purchase our common stock or the partnership interests
      of Goodtime as of October 29, 2006.




**Director
      Compensation**




Our
      directors do not receive any cash compensation for their services on the Board
      of Directors, but were given profits interests in the partnership of Goodtime,
      which profit interests were exchanged for restricted common stock shares upon
      our acquisition of Goodtime in October 2006. The shares vest (graded vesting)
      from the date of the partnership interests were granted, or July 28, 2006,
      and
      are fully vested on August 3, 2008. None of these restricted shares were vested
      as of October 29, 2006. The holders of the restricted common stock shares have
      the same rights as our other common stockholders respecting, among other things,
      voting and dividend rights, whether or not the restricted shares have vested.
      To
      date, there is not a public trading market for our common stock; therefore,
      the market value of these common stock shares was $0 as of October 29, 2006.
      Our
      directors are also reimbursed for out-of-pocket expenses they incur in
      connection with their attendance at meetings of our Board of
      Directors.





**Employment
      Agreements**





We
      entered into an employment agreement, dated October 31, 2005, with Mr.
      Christopher Domijan, our executive vice president, chief financial officer
      and secretary (the Employment Agreement). The Employment Agreement provides
      for an initial term through May 1, 2007. Under the terms of the Employment
      Agreement, Mr. Domijan was to receive an annual base salary of $150,000, which
      is subject to annual adjustments at the discretion of the Board of Directors.
      The compensation committee subsequently approved an increase in Mr. Domijan’s
      base salary to $230,000, effective July 16, 2006. Also, as part of
      the Employment Agreement, Mr. Domijan received a 5% profits interest in
      Goodtime prior to subsequent dilution. As discussed above, as result of our
      acquisition of Goodtime in October 2006, Mr. Domijan’s profits interest in
      Goodtime was exchanged for 360,847 shares of our common stock. In the event
      Mr.
      Domijan’s employment is terminated for any reason, including as a result of his
      death or for cause, he or his heirs are entitled to his accrued and unpaid
      base
      salary through the date of his termination. Mr. Domijan is currently our only
      employee who has an employment agreement with us.





**Item
      11. Security Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.**




The
      following table sets forth information known to us with respect to the
      beneficial ownership of common stock held of record as of January 29, 2007,
      by:
      (1) all persons who are owners of 5% or more of our common stock; (2) each
      of
      our named executive officers (see the Summary Compensation Table under Item
      10.
      above); (3) each director; and (4) all of our executive officers and directors
      as a group. The address for each person listed is the address of our principal
      executive offices located at 12225 Greenville Avenue, Suite 861, Dallas, Texas
      75243.




20





SHARES
                BENEFICIALLY OWNEDNumber
            
            Percent
                (%)**Beneficial
                Owners of more than 5% of Common Stock**Gordon
                T. Graves
            
            2,917,746
            1
            
            34.73
            %Kenneth
                R. Griffith
            
            2,013,541
            
            
            25.17
            %Knowles
                B. Cornwell
            
            1,234,106
            
            
            15.43
            %Christopher
                C. Domijan
            
            360,847
            2
            
            4.51
            %Nicholas
                F. Holt
            
            360,847
            2
            
            4.51
            %David
                E. Danovitch
            
            50,824
            3
            
            *Michael
                T. Gallagher
            
            50,824
            3
            
            *Martin
                A. Keane
            
            50,824
            3
            
            *William
                S. McCalmont
            
            50,824
            3
            
            *John
                J. Schreiber
            
            50,824
            3
            
            *James
                J. Woodcock
            
            50,824
            3
            
            *Rexford
                A. Yeisley
            
            50,824
            3
            
            ***All
                directors and executive officers as a group****(12
                persons)**
            
            7,242,855
            
            
            86.22
            %




1
            This
                amount includes 400,000 shares of Series A convertible preferred
                stock
                beneficially owned by Mr. Graves.2
            As
                of December 31, 2006, 190,590 of these restricted shares were vested.
                The
                remaining 170,257 shares will vest on March 31, 2007. Messrs. Domijan
                and
                Holt must be a stockholder and be employed by or on our behalf for
                their
                respective remaining shares to vest. Messrs. Domijan and Holt may
                vote
                their entire shares and are entitled to dividends on our common stock,
                if
                any, pending vesting, until such time that it becomes apparent that
                vesting will not occur as to such shares, or any portion thereof.
                Shares
                may be diluted as the result of the issuance of additional shares
                of
                common stock by the Company.





3
            As
                of December 31, 2006, none of these shares were vested. 25,412 of
                the
                shares vest on August 3, 2007, and the remaining 25,412 shares vest
                on
                August 3, 2008. Messrs. Danovitch, Gallagher, Keane, McCalmont, Schreiber,
                Woodcock and Yeisley must be a stockholder and be one of our directors
                or
                a director of an affiliated company to us on each vesting date for
                their
                respective vesting increments to occur. Messrs. Danovitch, Gallagher,
                Keane, McCalmont, Schreiber, Woodcock and Yeisley may vote their
                entire
                shares pending vesting and are entitled to dividends on our common
                stock,
                if any, until such time as it becomes apparent that vesting will
                not occur
                as to such shares, or any portion thereof. Shares may be diluted
                as the
                result of the issuance of additional shares of stock by the
                Company.*
            Less
                than 1%.




Messrs.
      Graves, Griffith, Cornwell, Domijan, Holt, Danovitch, Gallagher, Keane,
      McCalmont, Schreiber, Woodcock and Yeisley (collectively the Holders) are a
      party to a Lock-Up Letter Agreement, dated September 28, 2006, whereby each
      stockholder agrees that, without the prior written consent of Merriman Curhan
      Ford & Co. (which consent may be withheld in its sole discretion), he will
      not during the period commencing on the date of the letter agreement and ending
      on the earlier of (a) 180 days
      after the date  that
      certain resale registration statement filed with respect to shares issued in
      a
      private placement on October 10, 2006 is
      declared effective, or (b) two years from the date  of
      the
      Lock-Up Letter Agreement ((a) and
      (b), each a Lock-Up Period), (i) directly or indirectly offer, pledge, sell,
      contract to sell, sell any option or contract to purchase, purchase any option
      or contract to sell, grant any option, right or warrant for the sale of
      (including, without limitation, any short sale), establish an open “put
      equivalent position” within the meaning of Rule 16a-1(h) under the Exchange Act,
      as amended, and the rules and regulations promulgated thereunder, lend or
      otherwise dispose of or transfer any securities of
      the Company currently or hereafter owned either of record or
      beneficially (as defined in Rule 13d-3 under the Exchange Act) by the Holders,
      or publicly announce the Holders’ intention to do any of the foregoing, or (ii)
      enter into any swap or other arrangement that transfers, in whole or in part,
      directly or indirectly, any of the economic consequences of ownership of any
      securities of the Company currently or hereafter owned either of record or
      beneficially (as defined in Rule 13d-3 under the Exchange Act) by the Holders,
      or publicly announce the Holders’ intention to do any of the foregoing, whether
      any such transaction described in clause (i) or (ii) above is to be settled
      by
      delivery of common stock of the Company or such other securities, in cash or
      otherwise ((i) or (ii), each a Disposition).





The
      restriction has been expressly agreed to preclude each Holder from engaging
      in
      any hedging or other transaction which is designed to or reasonably expected
      to
      lead to or result in a Disposition of the Company’s common stock or securities
      convertible into, exchangeable, or exercisable for the Company’s common
      stock
      during the Lock-up Period, even if such securities would be disposed of by
      someone other than the Holders.





21




**Item
      12. Certain Relationships and Related Transactions, and Director
      Independence.**





**Loans
      from Officers and Stockholders**





In
      November 2005, we borrowed $619,938 from Mr. Kenneth R. Griffith, our chief
      executive officer and a common stockholder, for working capital purposes. During
      fiscal year 2006, we repaid Mr. Griffith $247,938, and the balance of the
      borrowings, in the form of a 4.48% promissory note, is payable on November
      11,
      2007 together with accrued and unpaid interest.





In
      November 2005, we borrowed $379,962 from Mr. Knowles B. Cornwell, our chief
      operating officer and a common stockholder, for working capital purposes. During
      fiscal year 2006, we repaid Mr. Cornwell $151,962, and the balance of the
      borrowings, in the form of a 4.48% promissory note, is payable on November
      11,
      2007 together with accrued and unpaid interest.





In
      January 2008, we issued a 4.64% promissory note payable for $600,000 to Mr.
      Gordon T. Graves, our chairman of the board and our principal stockholder,
      the
      proceeds from which were used for working capital. The principal and accrued
      and
      unpaid interest on the note are due on January 20, 2008.





**Lease
      Obligations to Officers and Stockholders**





We
      are
      the lessee and Mr. Griffith is the lessor for our office/warehouse facility
      at
      11827 Judd Ct., Dallas, Texas. The monthly rental under this lease is $7,500,
      and the lease expires October 31, 2008.





We
      are
      the lessee and Texaco Rd., LP is the lessor for our office/warehouse
      facility located at 12511 Texaco Rd., Houston, Texas. Texaco Rd., LP is a
      partnership that is owned by Mr. Griffith and Mr. Cornwell. The monthly rental
      under this lease is $5,000, and the lease expires January 31, 2010.





We
      are
      the lessee and 4967 Space Center, LP is the lessor for our office/warehouse
      facility located at 4967 Space Center, San Antonio, Texas. 4967 Space Center,
      LP
      is a partnership that is owned by Mr. Griffith and Mr. Cornwell. The monthly
      rental under this lease is $3,500, and the lease expires October 31,
      2008.




**Other
      Related Party Transactions**





One
      of
      our subsidiaries has an agreement entered into in January 2005 with Graves
      Management, Inc. (Graves), an affiliated company owned by Mr. Gordon Graves,
      our
      chairman of the board and our principal stockholder. Under this agreement,
      Graves manages the day-to-day operations of the subsidiary. Effective October
      31, 2005, the agreement was amended by removing a $35,000 monthly fee and
      replacing it with a requirement to reimburse Graves for actual expenses incurred
      in managing the subsidiary. During the 52-week period ended October 29, 2006,
      the subsidiary incurred expenses of approximately $114,000 ($81,000 for
      compensation of one of Graves’ employees and $33,000 for travel) under the
      agreement, of which $33,000 was unpaid as of October 29, 2006. The agreement
      may
      be terminated by either party by giving 30 days written notice. Mr. Graves
      has
      never been personally compensated under this agreement.




**Item
      13. Exhibit List and Reports on Form 8-K.**





**NUMBER**
            
            **Exhibit**2.1
            
            Agreement
                Concerning the Exchange of Securities, dated as of October 4, 2006,
                by and
                among OEF Corporate Solutions, Inc., Goodtime Action Amusement Partners,
                L.P., the partners of Goodtime Action Amusement Partners, L.P. and
                the
                members of Amusement Innovation Partners, LLC (incorporated by reference
                to Exhibit 2.1 to the registrant’s current report on Form 8-K filed on
                October 10, 2006).3.1
            
            Amended
                and Restated Articles of Incorporation (incorporated by reference
                to
                Exhibit 3.1 to the registrant’s current report on Form 8-K filed on
                October 10, 2006).3.2
            
            Amended
                and Restated Bylaws (incorporated by reference to Exhibit 3.2 to
                the
                registrant’s current report on Form 8-K filed on October 10,
                2006).4.1
            
            Certificate
                of Designations for Series A Convertible Preferred Stock (incorporated
                by
                reference to Exhibit 4.1 to the registrant’s current report on Form 8-K
                filed on October 10, 2006).




22




4.2
            
            Form
                of Purchase Agreement, dated as of October 9, 2006, by and among
                Aces
                Wired, Inc. and the purchasers party thereto (incorporated by reference
                to
                Exhibit 4.3 to the registrant’s current report on Form 8-K filed on
                October 10, 2006).10.1
            
            Employment
                Agreement by and between Goodtime Action Amusement Partner, L.P.
                and
                Christopher Domijan, dated as of October 31, 2005 and First Amendment
                to
                Employment Agreement dated as of July 16, 2006 (incorporated by reference
                to Exhibit 10.1 to the registrant’s current report on Form 8-K filed on
                October 10, 2006).10.2
            
            Lease
                Agreement dated as of September, 2006 by and between registrant and
                Dallas
                High Point Centre Associates, Ltd. for certain real property located
                at
                12225 Greenville Avenue, Suite 861, Dallas, Texas (incorporated by
                reference to Exhibit 10.2 to the registrant’s registration statement on
                Form SB-2 (File No. 333-138527) filed on November 8,
                2006).10.3
            
            Lease
                Agreement dated as of November 1, 2003 by and between registrant
                and
                Texaco Rd., LP for certain real property located at 11827 Judd Ct.,
                Dallas, Texas (incorporated by reference to Exhibit 10.3 to the
                registrant’s registration statement on Form SB-2 (File No. 333-138527)
                filed on November 8, 2006).10.4
            
            Lease
                Agreement dated as of February 1, 2005 by and between registrant
                and
                Texaco Rd., LP for certain real property located at 12511 Texaco
                Rd.,
                Houston, Texas (incorporated by reference to Exhibit 10.4 to the
                registrant’s registration statement on Form SB-2 (File No. 333-138527)
                filed on November 8, 2006).10.5
            
            Lease
                Agreement dated as of November 1, 2003 by and between registrant
                and 4967
                Space Center, LP for certain real property located at 4967 Space
                Center,
                San Antonio, Texas (incorporated by reference to Exhibit 10.5 to
                the
                registrant’s registration statement on Form SB-2 (File No. 333-138527)
                filed on November 8, 2006).16.1
            
            Letter
                on Change in Certifying Accountant from Hawkins Accounting (incorporated
                by reference to Exhibit 16.1 to the registrant’s current report on Form
                8-K/A filed on October 23, 2006).21
            
            Subsidiaries
                of the Registrant*31.1
            
            Rule
                13a-14(a) Certification of Chief Executive Officer*31.2
            
            Rule
                13a-14(a) Certification of Chief Financial Officer*32.1
            
            Certification
                of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to SEctin 906 of the Sarbanes-Oxley Act of 2002
                Certification*32.2
            
            Certification
                of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to SEctin 906 of the Sarbanes-Oxley Act of 2002
                Certification*





*
                Filed herewith.




**Item
      14. Principal Accountants Fees and Services.**





**Audit
      Fees** .
      The
      aggregate fees billed by Weaver and Tidwell, L.L.P.  for
      the
      fiscal years ended October 29, 2006 and October 30, 2005 for professional
      services rendered for the audits of the Company's annual financial statements
      totaled $95,379 and $74,786, respectively.





**Audit-Related
      Fees.** The
      aggregate fees billed by Weaver and Tidwell, L.L.P. for assurance and related
      services rendered in connection with the Company’s filing of Form 8-K on October
      10, 2006 and Form SB-2 on November 8, 2006 were $31,500.





**Tax
      Fees** .
      The
      aggregate fees billed by Weaver and Tidwell, L.L.P.  for
      the
      fiscal year ended October 29, 2006 for professional services rendered for tax
      compliance were $4,200.





**All
      Other Fees** .
      The
      Company did not incur any such fees from Weaver and Tidwell, L.L.P. or any
      other public accounting firm during for
      the
      fiscal years ended October 29, 2006 and October 30, 2005.





Our
      Audit
      Committee has established its pre-approval policies and procedures, pursuant
      to
      which the Audit Committee approved the foregoing services provided by Weaver
      and
      Tidwell, L.L.P. in 2006.




23




**Signatures**





**Date**
            
            **Signature/Title**February
                6, 2007
            
            By:
                /s/ Kenneth R. GriffithKenneth
                R. Griffith
              President,
                Chief Executive Officer and DirectorFebruary
                  6, 2007
            
            By:
                /s/ Christopher C. DomijanChristopher
                C. Domijan
              Executive
                Vice President, Chief Financial Officer and SecretaryFebruary
                  6, 2007
            
            By:
                /s/ Gordon GravesGordon
                  Graves
              Chairman
                of the Board of DirectorsFebruary
                  6, 2007
            
            By:
                /s/ David E. DanovitchDavid
                  E. Danovitch
              DirectorFebruary
                  6, 2007
            
            By:
                /s/ Michael T. GallagherMichael
                  T. Gallagher
              DirectorFebruary
                  6, 2007
            
            By:
                /s/ Martin A. KeaneMartin
                A. Keane
              DirectorFebruary
                  6, 2007
            
            By:
                /s/ William S. McCalmontWilliam
                S. McCalmont
              DirectorFebruary
                  6, 2007
            
            By:
                /s/ John J. SchreiberJohn
                J. Schreiber
              DirectorFebruary
                  6, 2007
            
            By:
                /s/ James J. WoodcockJames
                J. Woodcock
              DirectorFebruary
                  6, 2007
            
            By:
                /s/ Rexford A. YeisleyRexford
                A. Yeisley
              Director


24




**Financial
      Statements**




**Aces
      Wired, Inc.**


**(formerly
      OEF Corporate Solutions, Inc.)**




**Consolidated
      Financial Statements**





**As
      of and for the 52-week Periods ended October 29, 2006 and October 30,
      2005**




PageReport
                of Independent Registered Public Accounting Firm
            
            F-2Consolidated
                Balance Sheets as of October 29, 2006 and October 30, 2005
            
            F-3Consolidated
                Statements of Operations for the 52-week Periods ended October 29,
                2006
                and October 30, 2005
            
            F-4Consolidated
                Statements of Changes in Stockholders' Equity and Partners' Capital
                (Deficit) for the 52-week Periods ended October 29, 2006 and October
                30,
                2005
            
            F-5Consolidated
                Statements of Cash Flows for the 52-week Periods ended October 29,
                2006
                and October 30, 2005
            
            F-6Notes
                to Consolidated Financial Statements
            
            F-7




F-1





REPORT
      OF
      INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To
      the
      Board of Directors and


Stockholders
      of Aces Wired, Inc.




We
      have
      audited the accompanying consolidated balance sheets of Aces Wired, Inc. as
      of
      October 29, 2006 and October 30, 2005 (the predecessor business) and the related
      consolidated statements of operations, changes in stockholders’ equity
      and
      partners' capital (deficit), and cash flows for the fiscal years then ended.
      These consolidated financial statements are the responsibility of the Company’s
      management. Our responsibility is to express an opinion on these consolidated
      financial statements based on our audits.





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





In
      our
      opinion, the consolidated financial statements referred to above present fairly,
      in all material respects, the financial position of Aces Wired, Inc. at October
      29, 2006 and October 30, 2005 (the predecessor business) and the results of
      their operations and their cash flows for the fiscal years then ended, in
      conformity with accounting principles generally accepted in the United States
      of
      America.







**/s/
      WEAVER AND TIDWELL, L.L.P.**





Dallas,
      Texas


February
      5, 2007




F-2





**Aces
      Wired, Inc.**


**(formerly
      OEF Corporate Solutions, Inc.)**




**Consolidated
      Balance Sheets**





**October
      29, 2006 and October 30, 2005**




**October
                29,**
              **2006**
            
            **October
                30,**
              **2005**
              (Predecessor
                Company)**ASSETS****Current
                assets**Cash
                and cash equivalents
            
            $
            7,101,042
            
            $
            500,616Restricted
                cash
            
            
            250,000
            
            
            -Trade
                accounts receivable, net of provisions for doubtful
                accounts
            
            
            801,008
            
            
            814,172Inventory,
                net of valuation provisions
            
            
            879,154
            
            
            920,569Prepaid
                expenses and other
            
            
            387,297
            
            
            89,668Deferred
                income tax assets
            
            
            53,582
            
            
            31,831Total
                current assets
            
            
            9,472,083
            
            
            2,356,856**Property
                and equipment**,
                net of accumulated depreciation and amortization
            
            
            4,569,361
            
            
            898,567**Other
                assets**
            
            
            104,971
            
            
            58,726**Intangible
                assets**,
                net of accumulated amortization
            
            
            1,427,836
            
            
            80,833**Goodwill**
            
            
            2,913,522
            
            
            -Total
                assets
            
            $
            18,487,773
            
            $
            3,394,982**LIABILITIES
                AND STOCKHOLDERS' EQUITY****Current
                liabilities**Current
                maturities of long-term debt and capitalized lease
                obligations
            
            $
            646,718
            
            $
            -Trade
                accounts payable
            
            
            550,486
            
            
            102,002Income
                taxes payable
            
            
            332,216
            
            
            -Other
                accrued expenses
            
            
            509,245
            
            
            192,075Total
                current liabilities
            
            
            2,038,665
            
            
            294,077**Long-term
                debt and capitalized lease obligations**,
                less current maturities
            
            
            2,157,929
            
            
            -**Deferred
                income tax liabilities**
            
            
            263,967
            
            
            97,803Total
                liabilities
            
            
            4,460,561
            
            
            391,880**Commitments
                and contingencies****Stockholders'
                equity**Series
                A convertible preferred stock, $.001 par value; 1,612,000
                sharesissued
                and outstanding ($8,060,000 liquidation preference)
            
            
            1,612
            
            
            -Common
                stock, $.001 par value; 8,000,019 shares issued and
                outstanding
            
            
            8,000
            
            
            -Common
                stock, $1.00 par value; 403 shares issued and outstanding
            
            
            -
            
            
            403Additional
                paid-in capital
            
            
            16,128,690
            
            
            -Retained
                earnings (accumulated deficit)
            
            
            (2,111,090
            )
            
            3,002,699Total
                stockholders' equity
            
            
            14,027,212
            
            
            3,003,102Total
                liabilities and stockholders' equity
            
            $
            18,487,773
            
            $
            3,394,982





See
      accompanying Notes to Consolidated Financial Statements.




F-3





**Aces
      Wired, Inc.**


**(formerly
      OEF Corporate Solutions, Inc.)**




**Consolidated
      Statements of Operations**





**For
      the 52-week Periods ended October 29, 2006 and October 30,
      2005**





**52-week
                Period ended****October
                29, 2006**
            
            **October
                30, 2005**(Predecessor
                Company)**Revenues**Bingo
                supply and services
            
            $
            15,489,201
            
            $
            14,895,186Gaming
                amusement centers
            
            
            2,554,254
            
            
            -18,043,455
            
            
            14,895,186Less
                promotional allowances
            
            
            109,588
            
            
            -Net
                revenues
            
            
            17,933,867
            
            
            14,895,186**Expenses**Cost
                of sales - bingo supply and services
            
            
            8,624,657
            
            
            8,530,851Operating
                expenses - bingo supply and services
            
            
            3,580,215
            
            
            3,553,851Operating
                expenses - gaming amusement centers
            
            
            2,249,401
            
            
            -Share-based
                compensation
            
            
            3,620,657
            
            
            -Corporate
                overhead
            
            
            3,332,133
            
            
            2,449,870Depreciation
                and amortization
            
            
            889,653
            
            
            330,774Total
                expenses
            
            
            22,296,716
            
            
            14,865,346**Operating
                income (loss)**
            
            
            (4,362,849
            )
            
            29,840**Other
                income (expense)**Interest
                income
            
            
            28,003
            
            
            9,763Interest
                expense
            
            
            (141,048
            )
            
            -Other,
                net
            
            
            6,981
            
            
            31,831Total
                other income (expense), net
            
            
            (106,064
            )
            
            41,594**Income
                (loss) before income taxes**
            
            
            (4,468,913
            )
            
            71,434**Income
                tax expense**
            
            
            631,671
            
            
            26,143**Net
                income (loss)**
            
            $
            (5,100,584
            )
            $
            45,291**Net
                income (loss) per common stock share:**Basic
            
            $
            (0.73
            )
            $
            0.01Diluted
            
            $
            (0.73
            )
            $
            0.01**Weighted
                average number of common stock shares
                outstanding:**Basic
            
            
            6,974,496
            
            
            6,831,733Diluted
            
            
            6,974,496
            
            
            6,874,706




See
      accompanying Notes to Consolidated Financial Statements.


F-4




**Aces
      Wired, Inc.**


**(formerly
      OEF Corporate Solutions, Inc.)**




**Consolidated
      Statements of Changes in Stockholders' Equity and Partners' Capital
      (Deficit)**




**For
      the 52-week Periods ended October 29, 2006 and October 30,
      2005**




**Series
                  A**
                **convertible**
              
              
              
              **Additional**
              
              **Retained**
                **earnings
                  /**
              
              **Partners'
                    capital (deficit)**
              
              **Total****preferred**
                **stock**
              
              **Common**
                **stock**
              
              **paid-in**
                **capital**
              
              **accumulated**
                **deficit**
              
              **General**
                **partner**
              
              **Limited**
                **partners**
              
              **Total**
              
              **ownership**
                **interests****Balance
                  at October 31, 2004**K&B
                  Sales, Inc. (Predecessor Company)
              
              $
              -
              
              $
              403
              
              $
              -
              
              $
              2,957,408
              
              $
              -
              
              $
              -
              
              $
              -
              
              $
              2,957,811Net
                  income for the 52-week period ended October 30, 2005
              
              
              -
              
              
              -
              
              
              -
              
              
              45,291
              
              
              -
              
              
              -
              
              
              -
              
              
              45,291**Balance
                  at October 30, 2005**
              
              
              -
              
              
              403
              
              
              -
              
              
              3,002,699
              
              
              -
              
              
              -
              
              
              -
              
              
              3,003,102Net
                  loss for the 52-week period ended October 29, 2006
              
              
              -
              
              
              -
              
              
              -
              
              
              (5,100,584
              )
              
              -
              
              
              -
              
              
              -
              
              
              (5,100,584
              )Goodtime
                  Action Amusement Partners, L.P. (Goodtime)
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (1
              )
              
              (13,207
              )
              
              (13,208
              )
              
              (13,208
              )Capital
                  contributions
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              200
              
              
              667,401
              
              
              667,601
              
              
              667,601Issuance
                  of equity interest in K&B Sales, Inc. to acquire Aces Wired,
                  LLC
              
              
              -
              
              
              -
              
              
              4,490,000
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              4,490,000Issuance
                  of partnership interests in Goodtime to acquire K&B Sales,
                  Inc.
              
              
              -
              
              
              (403
              )
              
              (4,490,000
              )
              
              (3,002,699
              )
              
              -
              
              
              7,493,102
              
              
              7,493,102
              
              
              -Reverse
                  stock split (OEF Corporate Solutions, Inc.)
              
              
              -
              
              
              336
              
              
              (336
              )
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -Exchange
                  of 7,623,580 shares of common stock for 100% ownership interest
                  in
                  Goodtime
              
              
              -
              
              
              7,624
              
              
              5,150,377
              
              
              2,989,494
              
              
              (199
              )
              
              (8,147,296
              )
              
              (8,147,495
              )
              
              -Sale
                  of 1,612,000 shares of Series A convertible preferred stock, net
                  of
                  issuance costs
              
              
              1,612
              
              
              -
              
              
              6,941,782
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              6,943,394Issuance
                  of options to acquire 322,400 shares of Series A convertible preferred
                  stock
              
              
              -
              
              
              -
              
              
              399,250
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              399,250Issuance
                  of 40,000 shares of common stock for services received
              
              
              -
              
              
              40
              
              
              149,960
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              150,000Share-based
                  compensation
              
              
              -
              
              
              -
              
              
              3,470,657
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              3,470,657Excess
                  tax benefit from issuance of common stock shares for
                  services
              
              
              -
              
              
              -
              
              
              17,000
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              17,000**Balance
                  at October 29, 2006**
              
              $
              1,612
              
              $
              8,000
              
              $
              16,128,690
              
              $
              (2,111,090
              )
              $
              -
              
              $
              -
              
              $
              -
              
              $
              14,027,212







See
      accompanying Notes to Consolidated Financial Statements.




F-5




**Aces
      Wired, Inc.**


**(formerly
      OEF Corporate Solutions, Inc.)**




**Consolidated
      Statements of Cash Flows**




**For
      the 52-week Periods ended October 29, 2006 and October 30,
      2005**





**52-week
                Period ended****October
                  30,**
                **2005****October
                29, 2006**
            
            (Predecessor
                Company)**Cash
                Flows from Operating Activities**Net
                income (loss)
            
            $
            (5,100,584
            )
            $
            45,291Adjustments
                to reconcile net income (loss) to net cashprovided
                by operating activities:Share-based
                compensation
            
            
            3,620,657
            
            
            -Depreciation
                and amortization of property and equipment
            
            
            683,256
            
            
            311,607Amortization
                of intangible assets
            
            
            206,397
            
            
            19,167Provision
                for doubtful accounts receivable
            
            
            38,331
            
            
            52,585Inventory
                valuation provision
            
            
            228,919
            
            
            142,208Deferred
                income taxes
            
            
            144,413
            
            
            (37,122
            )Other,
                net
            
            
            10,763
            
            
            (2,077
            )Changes
                in operating assets and liabilities:Trade
                accounts receivable
            
            
            (13,447
            )
            
            (203,204
            )Inventory
            
            
            (187,504
            )
            
            50,342Prepaid
                expenses and other current assets
            
            
            (206,889
            )
            
            7,218Other
                assets
            
            
            (83,827
            )
            
            -Trade
                accounts payable
            
            
            51,808
            
            
            15,131Income
                taxes payable
            
            
            332,216
            
            
            -Accrued
                expenses and other liabilities
            
            
            286,476
            
            
            (21,303
            )Net
                cash provided by operating activities
            
            
            10,985
            
            
            379,843**Cash
                Flows from Investing Activities**Proceeds
                from sales of property and equipment
            
            
            36,784
            
            
            8,971Cash
                acquired in business acquisition
            
            
            35,221
            
            
            -Cash
                surrender value of officer life insurance policy
            
            
            34,315
            
            
            (8,110
            )Acquisitions
                of property and equipment
            
            
            (3,641,375
            )
            
            (420,352
            )Acquisition
                of business
            
            
            -
            
            
            (235,614
            )Net
                cash used in investing activities
            
            
            (3,535,055
            )
            
            (655,105
            )**Cash
                Flows from Financing Activities**Proceeds
                from issuance of Series A convertible preferred stock
            
            
            8,060,000
            
            
            -Proceeds
                from issuance of notes payable to related parties
            
            
            1,599,900
            
            
            -Proceeds
                from sales and leaseback transactions
            
            
            1,357,505
            
            
            -Proceeds
                from borrowings under bank credit facility
            
            
            1,000,000
            
            
            -Capital
                contributions to partnerships
            
            
            667,601
            
            
            -Excess
                tax benefit from issuance of common stock for services
            
            
            17,000
            
            
            -Repayments
                of debt and capital lease obligations
            
            
            (1,860,154
            )
            
            (2,103
            )Series
                A convertible preferred stock issuance costs
            
            
            (717,356
            )
            
            -Net
                cash provided by (used in) financing activities
            
            
            10,124,496
            
            
            (2,103
            )**Net
                increase (decrease) in cash and cash equivalents**
            
            
            6,600,426
            
            
            (277,365
            )**Cash
                and cash equivalents - beginning of the period**
            
            
            500,616
            
            
            777,981**Cash
                and cash equivalents - end of the period**
            
            $
            7,101,042
            
            $
            500,616**Supplemental
                disclosures of cash flows:**Cash
                paid during the period for interest
            
            $
            22,977
            
            $
            40Cash
                paid during the period for income taxes
            
            $
            25,000
            
            $
            25,084




See
      accompanying Notes to Consolidated Financial Statements.




F-6




**Aces
      Wired, Inc.**


**(formerly
      OEF Corporate Solutions, Inc.)**




**Notes
      to Consolidated Financial Statements**





**1.
      Business, Organization and Basis of Presentation**




Aces
      Wired, Inc. (Aces Wired or the Company) is the parent company of Goodtime Action
      Amusement Partners, L.P. (Goodtime). As further described in Note 2 and Note
      4,
      Goodtime, a gaming and recreation company, was created on October 31, 2005
      in a
      business combination with K&B Sales, Inc. (K&B) and Aces Wired, LLC
      (AWLLC). K&B distributes electronic bingo games and related equipment,
      supplies, and branded pull tabs to charity bingo licensees throughout the state
      of Texas and has been in business for over 28 years. AWLLC was organized in
      June
      11, 2004 and currently operates in the Amusement-With-Prize (AWP) gaming market
      in Texas where it utilizes its exclusive and proprietary financial
      redemption/player card system (called the Ace Advantage Card system). This
      system allows the Company’s gaming patrons to use their winnings for future
      redemptions for non-cash merchandise from participating merchants who
      accept debit cards. As of October 29, 2006, the Company operated approximately
      180 AWP machines in its five gaming amusement centers in Texas and is a joint
      operator in a sixth center with the Ysleta Del Sur Pueblo Tribe of Tigua Indians
      (the Tigua Indian Tribe) in El Paso, Texas. The Company is based in Dallas,
      Texas.





The
      Company was incorporated in Nevada in December 2001 under the name OEF Corporate
      Solutions, Inc. (OEF) and provided EDGAR (electronic data gathering, analysis
      and retrieval) services to companies that file reports with the U.S. Securities
      and Exchange Commission (SEC) from its inception until October 4, 2006. On
      October 4, 2006, and pursuant to the terms of the Agreement Concerning the
      Exchange of Securities among the Company, Goodtime, the partners of Goodtime
      and
      the members of Goodtime’s general partner, Amusement Innovation Partners, LLC
      (AIP), the Company exchanged 7,623,580 shares of its common stock with the
      partners and members of Goodtime and AIP for all of the outstanding ownership
      interests of Goodtime and AIP. As a result of the exchange, Goodtime became
      the
      Company’s wholly-owned subsidiary, and the former partners and members of
      Goodtime and AIP collectively became the beneficial owners of approximately
      95.3% of the issued and outstanding common stock shares of the Company. OEF
      had
      no meaningful operations and no assets or liabilities immediately prior to
      the
      exchange and its stockholders retained approximately 4.2% of the issued and
      outstanding common stock shares of the Company as of the date of the
      acquisition.





Although
      the Company is the legal parent company, its acquisition of Goodtime was
      accounted for as a reverse acquisition whereby Goodtime was considered to be
      the
      accounting acquirer and continuing entity for financial reporting purposes
      and
      no goodwill or intangible assets were recorded. Accordingly, these consolidated
      financial statements have been prepared as if Goodtime had always been the
      reporting entity and then on October 4, 2006 was recapitalized and changed
      its
      name to Aces Wired, Inc., the successor company of OEF.





As
      used
      in this report, the terms “Aces Wired” and “Company” refer to: (i) the financial
      position, results of operations and cash flows of K&B Sales, Inc. only as of
      and for the 52-week period ended October 30, 2005; and (ii) the financial
      position, results of operations and cash flows of Aces Wired, Inc. and its
      consolidated subsidiaries, including K&B Sales, Inc., as of and for the
      52-week period ended October 29, 2006.





**2.
      Goodtime**





Goodtime,
      a Texas limited partnership, was formed on September 26, 2005, and on October
      31, 2005, it acquired 100% of the issued and outstanding common stock shares
      of
      K&B and 100% of the outstanding ownership interests in AWLLC. When the
      Company acquired Goodtime on October 4, 2006, the stockholders of K&B and
      the members of AWLLC had partnership interests of approximately 42.6% each
      in Goodtime, after certain amendments to the partnership agreement diluted
      their
      original interests in Goodtime.





As
      is
      described in more detail in Note 4, Goodtime’s acquisition of K&B and AWLLC
      was accounted for as a business combination pursuant to Statement of Financial
      Accounting Standards (SFAS) No. 141, “Business Combinations” (SFAS 141). Due to
      the significance of K&B’s financial position and operations as of October
      31, 2005 compared to the financial position and operations of Goodtime and
      AWLLC
      as of that date, K&B was considered to be the accounting acquirer and
      predecessor company of Goodtime, and the financial statements of K&B are the
      financial statements of Goodtime and consequently of the Company as of and
      for
      the 52-week period ended October 30, 2005.


F-7





**Aces
      Wired, Inc.**


**(formerly
      OEF Corporate Solutions, Inc.)**





**Notes
      to Consolidated Financial Statements**





**3.
      Summary of Significant Accounting Policies**





***Principles
      of Consolidation***





The
      accompanying consolidated financial statements as of and for the 52-week period
      ended October 29, 2006 include the accounts of Aces Wired and its wholly-owned
      subsidiaries. All significant intercompany balances and transactions have been
      eliminated. As discussed in Note 1 and Note 2, the financial statements as
      of
      and for the 52-week period ended October 30, 2005 are those of K&B
      only.





OEF
      previously reported its financial results on a calendar year basis. Its results
      of operations for the period January 1, 2006 through the date of the reverse
      acquisition were inconsequential and are not included in the Company’s
      consolidated statement of operations for the 52-week period ended October 29,
      2006.




***Fiscal
      Year***




The
      Company’s fiscal year generally ends on the last Sunday in October. This fiscal
      year creates better comparability of the Company’s quarterly results of
      operations by usually having an equal number of weeks (13) and weekend days
      (26)
      in each quarter. This convention periodically necessitates a 53-week fiscal
      year. As used hereinafter in the Notes to these financial statements, fiscal
      year 2006 refers
      to the 52-week period ended October 29, 2006 ,
      and
      fiscal year 2005 refers to the 52-week period ended October 30,
      2005.




***Use
      of Estimates***





The
      preparation of consolidated financial statements in conformity with the
      accounting principles generally accepted in the United States of America
      requires the Company to make estimates and judgments that affect the reported
      amounts of assets and liabilities, revenues and expenses, and related
      disclosures of contingent assets and liabilities. The Company continually
      evaluates these estimates, including those related to its provisions for
      doubtful trade accounts receivable and obsolete and excess inventory, useful
      lives for depreciable and amortizable tangible and intangible assets, impairment
      of long-lived assets including intangible assets and goodwill, income taxes
      and
      litigation. These estimates are based on historical information and experience,
      information that is currently available to the Company, and on various other
      assumptions that the Company believes to be reasonable considering the
      circumstances related to and the character of such estimates. Actual results
      could vary from those estimates, and those variances might be
      significant.





***Reclassifications***





Certain
      financial statement amounts for fiscal year 2005 have been reclassified to
      conform to the presentation for fiscal year 2006.





***Revenue
      Recognition***




The
      sale
      of bingo supplies to customers is recognized when the products are shipped
      to
      the Company’s customers. Revenue from the rentals of electronic bingo systems to
      customers is recognized on a revenue-sharing basis pursuant to the terms of
      certain agreements the Company has with the vendors who provide such bingo
      systems to the Company.





The
      Company generally allows its customers 60 days after the date of sale to return
      bingo supplies for credit on their account, which customer returns are
      recognized as reductions in sales. Amounts billed to customers for shipping
      and
      handling are included in sales, whereas the costs incurred by the Company for
      shipping and handling are included in cost of sales. Additionally, the Company
      recognizes rebates and incentives it gives to its customers as reductions in
      sales and recognizes rebates and incentives it receives from its vendors as
      reductions in cost of sales.




The
        revenue from the operations of the Company’s and the El Paso gaming amusement
        centers is derived from the play on the centers’ AWP machines. Such gaming
        revenue is in turn the cash value of the difference (the hold) between the
        credits wagered by and the credits won by the Company’s gaming patrons. The
        Company’s revenue from the gaming amusement center in El Paso, Texas, where the
        Company is a joint operator with the Tigua Indian Tribe, is 40% of the hold
        after certain adjustments. Promotional allowances, consisting mostly of direct
        mail and newspaper coupons and entitlement programs, provide the Company’s
        gaming patrons with free play credits and are recognized as reductions in
        operating revenues when such promotional allowances are
        redeemed.


F-8





**Aces
      Wired, Inc.**


**(formerly
      OEF Corporate Solutions, Inc.)**





**Notes
      to Consolidated Financial Statements**






The
      Company pays fees to certain software vendors for the use of their games on
      its
      AWP machines and for related data processing and other services, which fees
      are
      based on the hold derived from the respective games. The rates for these fees
      range from 6% to 9.2% of the hold and are included in operating expenses -
      gaming amusement centers in the accompanying statement of operations for fiscal
      year 2006.





***Advertising
      and Promotional Costs***





Advertising
      and promotional costs are expensed in the period incurred and were $283,613
      and
      $74,329 for fiscal years 2006 and 2005, respectively.





***Earning
      (Loss) per Share***





Earnings
      (loss) per common stock share is computed pursuant to the provisions of SFAS
      No.
      128, “Earnings Per Share” (SFAS 128). Under SFAS 128, basic earnings (loss) per
      common stock share is computed by dividing net income (loss) available to common
      stockholders by the weighted average number of common stock shares outstanding
      during the period, excluding unvested restricted common stock. Diluted earnings
      (loss) per common stock share reflects the additional dilution for all
      potentially dilutive securities such as unvested restricted common stock and
      convertible preferred stock.





As
      is
      discussed in Note 1, the Company’s acquisition of Goodtime on October 4, 2006
      was accounted for as a reverse acquisition, or recapitalization, of Goodtime.
      Accordingly, the computations of basic and diluted income (loss) per common
      stock share for fiscal years 2006 and 2005 are based on the premise that the
      Company acquired Goodtime on the first day of each of the two subject periods.
      Additionally, in connection with the acquisition of Goodtime, approximately
      1.1
      million shares collectively of restricted common stock were granted to certain
      of the Company’s officers, certain employees and all of its non-employee
      directors. For the purposes of computing basic and diluted earnings (loss)
      per
      common stock share for fiscal years 2006 and 2005, it was assumed that such
      restricted common stock shares vested on and pursuant to their actual vesting
      dates and terms.





**Fiscal
                Year****2006**
            
            **2005****Numerator:**Net
                income (loss) - Basic and Diluted
            
            $
            (5,100,584
            )
            $
            45,291**Denominator:**Weighted
                average common stock shares outstanding - Basic
            
            
            6,974,496
            
            
            6,831,733Restricted
                common stock shares
            
            
            -
            
            
            42,973Weighted
                average common stock shares outstanding - Diluted
            
            
            6,974,496
            
            
            6,874,706**Net
                income (loss) per common stock share:**Basic
            
            $
            (0.73
            )
            $
            0.01Diluted
            
            $
            (0.73
            )
            $
            0.01




Approximately
      823,000 unvested restricted common stock shares and 1.612 million common stock
      shares related to convertible preferred stock are not included in the
      computation of diluted loss per common stock share for fiscal year 2006 because
      their inclusion would be antidilutive. Other than the restricted common stock
      shares, there were no other potentially dilutive securities outstanding during
      fiscal year 2005.





For
      additional information regarding the restricted common stock shares and the
      convertible preferred stock, see Note 6 and Note 12, respectively.




F-9




**Aces
      Wired, Inc.**


**(formerly
      OEF Corporate Solutions, Inc.)**





**Notes
      to Consolidated Financial Statements**





***Impairment
      of Long-Lived Assets***





The
      Company evaluates its property and equipment and other long-lived tangible
      and
      amortizable intangible assets for impairment pursuant to SFAS No. 144,
“Accounting for the Impairment or Disposal of Long-Lived Assets.” Such
      evaluations are made annually or whenever circumstances indicate that the
      carrying values of any of the Company’s long-lived assets might be impaired. If
      an indicator of impairment exists, the estimated undiscounted net cash flows
      associated with the future use and eventual disposition of the long-lived asset
      are compared to the carrying value of that asset. If such undiscounted cash
      flows exceed the carrying value of the long-lived asset, the asset is not
      considered to be impaired. Conversely, if the undiscounted cash flows are less
      than the carrying value of the long-lived asset, the asset is considered to
      be
      impaired, and a resultant impairment loss is measured at fair value as of the
      date such determination is made. At both October 29, 2006 and October 30, 2005,
      there were no indications that any of the Company’s long-lived assets subject to
      SFAS 144 were impaired.





***Cash
      and Cash Equivalents***




The
      Company considers all investments purchased with a then remaining maturity
      of
      three months or less to be cash equivalents.





***Restricted
      Cash***





Restricted
      cash as of October 29, 2006 consisted of a non-interest bearing account held
      and
      controlled by the bank that sponsors the Company’s financial redemption/player
      cards. Pursuant to the terms of the subject agreement, the bank elected to
      terminate the agreement early on December 31, 2006 and consequently must release
      the restricted funds to the Company no later than March 31, 2007, subject to
      the
      provisions of the agreement.





On
      October 10, 2006, the Company entered into a five-year sponsorship agreement
      with another bank, under which agreement the Company is required to maintain
      a
      similar restricted bank account in an amount not less than $10,000.





***Trade
      Accounts Receivable***





The
      Company considers the collection of trade accounts receivables to be doubtful
      when such receivables are unpaid for 60 or more days from the date of sale.
      Receivables that are ultimately deemed to be uncollectible are charged to the
      provision for doubtful trade accounts receivable, whereas recoveries of accounts
      previously written off are credited to bad debt expense. The Company’s
      provisions for doubtful trade accounts receivable were $114,142 and $93,620
      as
      of October 29, 2006 and October 30, 2005, respectively.





***Inventory***





Inventory
      consists of bingo related supplies held for resale and is valued at the lower
      of
      average cost or market value. The Company had provisions for obsolete and excess
      inventory of $145,027 and $142,209 at October 29, 2006 and October 30, 2005,
      respectively.





***Prepaid
      Expenses and Other***





Prepaid
      expenses and other consisted of the following amounts as of October 29,
      2006 and October 30, 2005.




**October
                  29,**
              
              **October
                  30,****2006**
              
              **2005**Licenses
                  and royalties
              
              $
              142,530
              
              $
              -Insurance
              
              
              140,514
              
              
              19,907Professional
                  services
              
              
              49,533
              
              
              -Income
                  taxes receivable
              
              
              -
              
              
              29,132Receivable
                  from related party
              
              
              -
              
              
              18,126Other
              
              
              54,720
              
              
              22,503$
              387,297
              
              $
              89,668


F-10




**Aces
      Wired, Inc.**


**(formerly
      OEF Corporate Solutions, Inc.)**





**Notes
      to Consolidated Financial Statements**




***Property
      and equipment***





Property
      and equipment are stated at cost and consisted of the following amounts as
      of
      October 29, 2006 and October 30, 2005.





**October
                  29,**
                **2006**
            
            **October
                  30,**
                **2005**
            
            **Estimated**
                  **useful
                    life**
                  **(years)**Furniture,
                fixtures and equipment
            
            $
            3,373,765
            
            $
            1,520,660
            
            
            3
                to 10Vehicles
            
            
            742,041
            
            
            687,605
            
            
            5Capitalized
                software
            
            
            382,703
            
            
            -
            
            
            5Improvements
                to leased facilities
            
            
            338,482
            
            
            67,852
            
            
            5
                to 20Building
                and improvements
            
            
            -
            
            
            33,685
            
            
            204,836,991
            
            
            2,309,802Less
                accumulated depreciation and amortization
            
            
            (1,900,709
            )
            
            (1,411,235
            )2,936,282
            
            
            898,567Equipment
                under capitalized lease obligations
            
            
            1,337,398
            
            
            -
            
            
            4Less
                accumulated amortization
            
            
            (78,072
            )
            
            -1,259,326
            
            
            -Equipment
                purchase deposits and construction work in progress
            
            
            373,753
            
            
            -Property
                and equipment, net
            
            $
            4,569,361
            
            $
            898,567




Depreciation
      and amortization are provided for on a straight-line basis over the lesser
      of
      the estimated useful lives of the assets or the lease terms, including periods
      for which renewals of the leases are reasonably assured. Residual values for
      all
      of the Company’s property and equipment, including equipment under capitalized
      lease obligations, are assumed to be zero at the end of their depreciable lives.
      Costs for the routine maintenance and repairs of property and equipment,
      inclusive of materials and services, are expensed as incurred. Modifications
      that significantly enhance the functionality and/or extend the useful economic
      lives of property and equipment are capitalized and depreciated over the
      remaining useful lives of the assets or lease terms, as applicable. Gains and
      losses on the disposals of property and equipment are included in other income
      (expense), net in the accompanying consolidated statements of operations and
      were not significant for either fiscal year 2006 or fiscal year
      2005.





***Other
      Accrued Expenses***





Other
      accrued expenses consisted of the following amounts as of October 29, 2006
      and
      October 30, 2005.





**October
                  29,**
                **2006**
            
            **October
                  30,**
                **2005**Payroll
            
            $
            114,518
            
            $
            -Professional
                fees
            
            
            85,000
            
            
            -State
                franchise taxes
            
            
            83,910
            
            
            9,387Rentals
                for electronic bingo games
            
            
            77,053
            
            
            73,455Property
                taxes
            
            
            55,538
            
            
            59,020Customer
                rebates
            
            
            3,545
            
            
            29,576Other
            
            
            89,681
            
            
            20,637$
            509,245
            
            $
            192,075




***Recent
      Accounting Pronouncements***





As
      is
      discussed in Note 6, the Company adopted SFAS No. 123 (revised 2004),
“Share-Based Payment” (SFAS 123R), during fiscal year 2006. Other recent
      accounting pronouncements that the Company has adopted or will be required
      to
      adopt in the future are summarized below.




F-11





**Aces
      Wired, Inc.**


**(formerly
      OEF Corporate Solutions, Inc.)**





**Notes
      to Consolidated Financial Statements**





In
      May
      2005, the Financial Accounting Standards Board (FASB) issued SFAS No. 154,
      "Accounting Changes and Error Corrections" (SFAS 154), which replaces Accounting
      Principles Board (APB) Opinion No. 20, "Accounting Changes," and SFAS No. 3,
      "Reporting Accounting Changes in Interim Financial Statements - An Amendment
      of
      APB Opinion No. 28." SFAS 154 provides guidance on the accounting for and
      reporting of accounting changes and error corrections, and it establishes
      retrospective application, or the latest practicable date, as the required
      method for reporting a change in accounting principle and the reporting of
      a
      correction of an error. SFAS 154 is effective for accounting changes and
      corrections of errors made in fiscal years beginning after December 15, 2005.
      The Company adopted SFAS 154 in the first quarter of fiscal year 2007 and does
      not expect it to have a material impact on its consolidated results of
      operations and financial condition.





In
      September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (SFAS
      157). SFAS 157 provides guidance for using fair value to measure assets and
      liabilities. SFAS 157 addresses the requests from investors for expanded
      disclosure about the extent to which companies measure assets and liabilities
      at
      fair value, the information used to measure fair value and the effect of fair
      value measurements on earnings. SFAS 157 applies whenever other standards
      require (or permit) assets or liabilities to be measured at fair value, and
      does
      not expand the use of fair value in any new circumstances. SFAS 157 is effective
      for financial statements issued for fiscal years beginning after November 15,
      2007 and will be adopted by the Company in the first quarter of fiscal year
      2009. The Company is unable at this time to determine the effect that its
      adoption of SFAS 157 will have on its consolidated results of operations and
      financial condition.





In
      July
      2006, the FASB issued FASB Interpretation No. 48, "Accounting for Uncertainty
      in
      Income Taxes, an interpretation of FASB Statement No. 109" (FIN 48). FIN 48
      clarifies the accounting for uncertainty in income taxes by prescribing the
      recognition threshold a tax position is required to meet before being recognized
      in the financial statements. It also provides guidance on derecognition,
      classification, interest and penalties, accounting in interim periods,
      disclosure and transition. The cumulative effects, if any, of applying FIN
      48
      will be recorded as an adjustment to retained earnings as of the beginning
      of
      the period of adoption. FIN 48 is effective for fiscal years beginning after
      December 15, 2006, and the Company is required to adopt it in the first quarter
      of fiscal year 2008. The Company is currently evaluating the effect that the
      adoption of FIN 48 will have on its consolidated results of operations and
      financial condition and is not currently in a position to determine such
      effects, if any.





In
      June
      2006, the FASB ratified Emerging Issues Task Force (EITF) Issue No. 06−3 (EITF
      06-3), “How Taxes Collected from Customers and Remitted to Governmental
      Authorities Should Be Presented in the Income Statement (That Is, Gross versus
      Net Presentation).” EITF 06−3 applies to any tax assessed by a governmental
      authority that is directly imposed on a revenue producing transaction between
      a
      seller and a customer. EITF 06−3 allows companies to present taxes either gross
      within revenue and expense or net. If taxes subject to this issue are
      significant, a company is required to disclose its accounting policy for
      presenting taxes and the amount of such taxes that are recognized on a gross
      basis. The Company currently presents such taxes net. EITF 06−3 is required to
      be adopted during the first quarter of fiscal year 2008. These taxes are
      currently not material to the Company’s consolidated financial
      statements.





In
      September 2006, the FASB issued FASB Staff Position No. FAS 13-1 (As Amended),
      “Accounting for Rental Costs Incurred during a Construction Period” (FAS 13-1).
      This position requires a company to recognize as rental expense the rental
      costs
      associated with a ground or building operating lease during a construction
      period, except for costs associated with projects accounted for under SFAS
      No.
      67, “Accounting for Costs and Initial Rental Operations of Real Estate
      Projects.” FAS 13-1 is effective for reporting periods beginning after December
      15, 2005 and was adopted by the Company in the first quarter of fiscal year
      2007. The Company’s adoption of FAS 13-1 will not materially affect its
      consolidated results of operations and financial position.


In
        September 2006, the SEC issued Staff Accounting Bulletin No. 108, "Considering
        the Effects of Prior Year Misstatements when Quantifying Misstatements in
        Current Year Financial Statements" (SAB 108). SAB 108 provides guidance on
        the
        consideration of the effects of prior year misstatements in quantifying current
        year misstatements for the purpose of a materiality assessment. SAB 108
        establishes an approach that requires quantification of financial statement
        errors based on the effects of each on a company's balance sheet and statement
        of operations and the related financial statement disclosures. Early application
        of the guidance in SAB 108 is encouraged in any report for an interim period
        of
        the first fiscal year ending after November 15, 2006, and will be adopted
        by the
        Company in the first quarter of fiscal year 2007. The Company does not expect
        the adoption of SAB 108 to have a material impact on its consolidated results
        of
        operations and financial condition.





**4.
      Business Combinations**





***Goodtime***





In
      September 2005, the stockholders of K&B and the owners of AWLLC formed
      Goodtime for the purpose of merging K&B and AWLLC. K&B, the oldest
      supplier of bingo supplies and electronic bingo games in Texas, was considered
      to be an efficient and cost effective way to quickly expand AWLLC’s AWP business
      in Texas primarily by utilizing K&B’s relationships with bingo center
      operators throughout the state and K&B’s name recognition. On October 31,
      2005, Goodtime acquired all of the issued and outstanding common stock shares
      of
      K&B and all of the ownership interests in AWLLC, and in exchange the common
      stockholders of K&B and the owners of AWLLC each received 50% partnership
      interests in Goodtime prior to subsequent dilution of those interests. The
      merger was accounted for as a business combination pursuant to SFAS 141. Due
      principally to the significance of its financial position and results of
      operations compared to those of Goodtime and AWLLC at the date of the merger,
      K&B was considered to be the accounting acquirer of AWLLC, and concurrent
      with its acquisition of AWLLC, K&B merged with and into Goodtime. For
      financial reporting purposes, K&B is considered to be the predecessor
      company of Goodtime due to the insignificance of Goodtimes’s financial position
      and operations prior to the merger.


F-12





**Aces
      Wired, Inc.**


**(formerly
      OEF Corporate Solutions, Inc.)**





**Notes
      to Consolidated Financial Statements**





Based
      on
      the terms of the merger agreement, K&B effectively acquired 100% of the
      ownership interests in AWLLC in exchange for 50% of the equity interests in
      K&B. Accordingly, the total consideration given by K&B to acquire AWLLC
      was determined to be 50% of the fair value of K&B as of October 30, 2005, or
      $4.49 million, which valuation was done on an enterprise value basis by an
      independent valuation firm engaged by management. K&B also incurred direct
      acquisition costs of $60,000 in connection with the transaction. The following
      table summarizes the fair values allocated to AWLLC’s tangible and intangible
      assets and liabilities as of October 30, 2005, which fair values were determined
      by management with the assistance of the same independent valuation firm that
      appraised K&B.





Cash
            
            $
            35,221Restricted
                cash
            
            
            250,000Other
                current assets
            
            
            91,999Property
                and equipment
            
            
            687,391Intangible
                asset
            
            
            669,000Goodwill
            
            
            2,913,522Total
                assets acquired
            
            
            4,647,133Liabilities
                assumed
            
            
            (97,133
            )Total
                consideration paid
            
            $
            4,550,000








The
      intangible asset of $669,000 relates to a favorable contract to provide
      electronic games to the Company for its AWP business and is amortized on a
      straight-line basis over five years. Goodwill of $2.9 million was recognized
      in
      the business combination and represents the total consideration given by K&B
      in excess of the fair values of the net assets it received from
      AWLLC.





The
      following table presents an unaudited condensed pro forma statement of
      operations as if the Company had acquired AWLLC on the first day of fiscal
      year
      2005.





**Fiscal
                  Year**
                **2005**Revenues
            
            $
            14,926,498Loss
                from operations
            
            
            (1,057,520
            )Loss
                before income taxes
            
            
            (1,015,926
            )Loss
                from discontinued operations
            
            
            (686,861
            )Net
                loss
            
            
            (1,439,848
            )Net
                loss per common stock share:Basic
                and Diluted
            
            $
            (0.21
            )Weighted
                average common stock shares outstanding:Basic
                and Diluted
            
            
            6,831,733





***Other
      Business Acquisitions***





Certain
      of the Company’s subsidiaries made the following business acquisitions during
      fiscal years 2006 and 2005. These business acquisitions, either individually
      or
      collectively, were not material to the Company’s consolidated results of
      operations and financial position for the respective periods.





In
      March
      2006, a subsidiary of the Company acquired the assets of an entity that provided
      the subsidiary with certain data processing services that support the financial
      redemption/player card system used in the Company’s AWP business. Total
      consideration given for this acquisition was $900,000 and consisted of long-term
      debt and other liabilities assumed by the subsidiary. In exchange, the
      subsidiary received an intangible asset (proprietary computer software) and
      property and equipment with fair values of $884,000 and $16,000, respectively.
      The fair value of the intangible asset was determined by management as the
      present value of the future savings the Company will realize by performing
      the
      data processing internally.


F-13





**Aces
      Wired, Inc.**


**(formerly
      OEF Corporate Solutions, Inc.)**





**Notes
      to Consolidated Financial Statements**





In
      November 2004, K&B acquired certain assets from a competitor for cash
      consideration of $235,614 and in return received inventory of $118,958,
      transportation equipment of $16,656 and a customer list valued at $100,000.
      The
      fair values of the assets received were determined by K&B’s
      management.





**5.
      Intangible Assets and Goodwill**





The
      fair
      values, net book values and estimated useful lives of the Company’s intangible
      assets as of October 29, 2006 and October 30, 2005 are presented in the
      following tables.





**As
                of October 29, 2006****Fair
                value**
              **at
                acquisition**
            
            **Accumulated**
              **amortization**
            
            **Net**
              **book
                value**
            
            **Useful
                life**
              **(years)**Proprietary
                computer software
            
            $
            884,400
            
            $
            (53,035
            )
            $
            831,365
            
            
            10Favorable
                electronic games contract
            
            
            669,000
            
            
            (133,360
            )
            
            535,640
            
            
            5Customer
                list
            
            
            100,000
            
            
            (39,169
            )
            
            60,831
            
            
            5$
            1,653,400
            
            $
            (225,564
            )
            $
            1,427,836








**As
                of October 30, 2005****Fair
                    value**
                  **at
                    acquisition**
            
            **Accumulated**
                  **amortization**
            
            **Net**
                  **book
                    value**
            
            **Useful
                    life**
                  **(years)**Customer
                list
            
            $
            100,000
            
            $
            (19,167
            )
            $
            80,833
            
            
            5




Expense
      related to the amortization of the Company’s intangible assets was $206,397 and
      $19,167 for fiscal years 2006 and 2005, respectively, and is included in
      depreciation and amortization in the accompanying consolidated statements of
      operations for those two periods. The estimated future amortization expense
      as
      of October 29, 2006 of the Company’s intangible assets is as
      follows.





**Fiscal
                year****2007**
            
            $
            241,452**2008**
            
            
            245,635**2009**
            
            
            241,986**2010**
            
            
            221,686**2011**
            
            
            88,088**Thereafter**
            
            
            388,989$
            1,427,836




Goodwill
      will be tested at least annually for impairment using a “two step” process
      pursuant to SFAS No. 142, “Goodwill and Other Intangible Assets” (SFAS 142). The
      first step of the test is to identify a potential impairment. The second step
      of
      the test is measure the amount of the impairment loss, if required, at fair
      value. Management reviewed the carrying values of goodwill and the useful lives
      of its intangible assets pursuant to the applicable provisions of SFAS 142
      and concluded that as of October 29, 2006 and October 30, 2005, the carrying
      value of goodwill was not impaired nor was there any need to adjust the
      remaining useful lives for its intangible assets subject to amortization, as
      applicable. In the event that the Company determines that the carrying value
      of
      goodwill is impaired, the Company will recognize an accounting charge for the
      fair value amount of the impairment during the reporting period in which such
      determination is made. Changes in the estimated useful lives of intangible
      assets subject to amortization, if any, will be accounted for prospectively
      over
      such revised useful lives.





The
      carrying values of the Company’s intangible assets subject to amortization are
      tested annually or whenever circumstances indicate that impairment might exist.
      Management reviewed the carrying values of its intangible assets pursuant to
      the
      applicable provisions of SFAS 144 and concluded that as of October 29, 2006
      and October 30, 2005, the carrying values of its intangible assets were not
      impaired.


F-14




**Aces
      Wired, Inc.**


**(formerly
      OEF Corporate Solutions, Inc.)**





**Notes
      to Consolidated Financial Statements**





**6.
      Share-Based Compensation**





***SFAS
      123R***





In
      December 2004, the FASB issued SFAS 123R, which superseded APB Opinion No.
      25,
“Accounting for Stock Issued to Employees,” and replaces SFAS 123, “Accounting
      for Stock-Based Compensation” (SFAS 123), as amended. SFAS 123R is effective for
      public entities that file as small business issuers at the beginning of the
      first interim or annual reporting period that begins after December 15, 2005.
      The Company, however, adopted SFAS 123R for its fiscal year ended October 29,
      2006 in connection with the modification on October 4, 2006 of certain then
      outstanding liability awards, which modification and liability awards are
      described in more detail below. Prior to its adoption of SFAS 123R, the Company
      had accounted for the liability awards pursuant to the applicable provisions
      of
      SFAS 123.





SFAS
      123R
      requires companies to measure the cost of employee services received in exchange
      for an award of equity instruments based on the fair value of such awards on
      the
      dates they are granted. The fair value of the awards is estimated using
      option-pricing models for grants of stock options or the fair value at the
      measurement date for awards of stock. The resultant cost is recognized as
      compensation expense over the period of time during which an employee is
      required to provide services to the company (the service period) in exchange
      for
      the award, the service period generally being the vesting period of the award.
      Under SFAS 123R, the issuance of equity instruments to non-employees (other
      than
      non-employee directors) in exchange for goods and services is measured at the
      fair value of either the goods and services received or the equity instruments
      exchanged, whichever is more reliably measurable, and the resultant compensation
      cost is recognized in the periods in which the goods and services are
      received.





SFAS
      123R
      also amends SFAS No. 95, “Statement of Cash Flows” (SFAS 95), such that the
      benefits realized for tax deductions in excess of deferred income tax assets
      resulting from recognized stock compensation expense are reported as financing
      cash flows rather than as operating cash flows. During fiscal year 2006, the
      Company realized excess tax benefits of $17,000 from the book and tax basis
      difference related to shares of its common stock issued for services. This
      amendment to SFAS 95 is not applicable to the Company for all reporting periods
      ended prior to October 29, 2006.





As
      of
      October 29, 2006, the Company’s only share-based compensation plan related to
      the grants on October 4, 2006 of approximately 1.1 million shares of restricted
      common stock to certain of its officer, certain employees and all of its
      non-employee directors.





***Restricted
      Common Stock***





On
      September 26, 2005, Goodtime’s partnership agreement was amended such that two
      of the Company’s officers were each granted a 5% non-voting profit interest in
      Goodtime. The profit interests vested from the date of the grant through March
      31, 2007 and included a market condition such that the officers participated
      only in certain defined cash distributions of the partnership in excess of
      $16
      million. On July 28, 2006, Goodtime’s partnership agreement was amended again
      such that certain of the Company’s employees and all of its non-employee
      directors were collectively granted an approximate 5.3% non-voting profit
      interest in Goodtime. These profit interests vested from the date of the grant
      through August 3, 2008 and included a market condition such that the employees
      and non-employee directors participated only in certain defined cash
      distributions of the partnership in excess of $30 million. Prior to its adoption
      of SFAS 123R, the Company had accounted for the profit interests in Goodtime
      as
      liability awards pursuant to SFAS 123 using the intrinsic value based method,
      but had not recognized any compensation expense prior to its acquisition of
      Goodtime as neither of the subject market conditions had been
      satisfied.





When
      the
      Company acquired Goodtime on October 4, 2006, the profit interests in Goodtime
      were exchanged for approximately 1.1 million shares of the Company’s restricted
      common stock shares. These restricted common stock shares vest (graded vesting)
      over the same respective periods as had the profit interests in Goodtime but
      are
      not subject to market conditions. The Company accounted for the exchange of
      the
      profit interests in Goodtime for the restricted common stock shares as a
      modification of an award pursuant to SFAS 123R.


F-15




**Aces
      Wired, Inc.**


**(formerly
      OEF Corporate Solutions, Inc.)**





**Notes
      to Consolidated Financial Statements**





SFAS
      123R
      provides guidance on the accounting for various types of modifications,
      including modifications of awards that result in a reclassification of the
      award
      to an equity award from a liability award (the grants of the restricted common
      stock shares are accounted for as equity awards as settlement of the awards
      was
      and will be in shares of the Company’s common stock). Generally speaking, and
      subject to certain limitations, when an award is modified, the entity is deemed
      to have repurchased the original award by issuing a new award of equal or
      greater value and incurs additional compensation cost for any incremental value
      of the new award. The incremental value, if any, is in turn determined by
      valuing the award immediately preceding and following its modification, and
      the
      total amount of compensation expense recognized must be at least equal to the
      fair value of the original award unless there are changes to the estimated
      number of awards expected to vest due to the modification. The Company does
      not
      expect any forfeitures of the restricted common stock shares prior to their
      becoming fully vested.




The
      Company valued the grant of the restricted common stock shares at $5.00 per
      share (or approximately $5.6 million in total) based on the fact that as a
      condition precedent to its acquisition of Goodtime, the Company was required
      to
      and sold in a private placement approximately 1.6 million shares of its Series
      A
      convertible preferred stock at $5.00 per share. Each share of the preferred
      stock is convertible into one share of the Company’s common stock, and the
      holders of the Series A preferred stock are not entitled to regular dividends.
      See Note 12 for additional disclosures regarding the Series A convertible
      preferred stock.





Under
      SFAS 123R, additional compensation cost resulting from the modification of
      an
      award is recognized in the reporting period in which the modification occurs.
      As
      the Company had not recognized any compensation cost associated with the profit
      interests granted in Goodtime prior to the modification of those awards on
      October 4, 2006, the Company recognized compensation cost of approximately
      $3.5
      million (or $0.50 per basic and diluted net loss per common stock share) during
      fiscal year 2006 resulting primarily from such modification. Compensation cost
      related to the restricted common stock shares is recognized based on the
      respective graded vesting terms of the restricted shares rather than on a
      straight-line basis. The Company estimates that it will recognize additional
      compensation cost associated with the future vesting of the restricted common
      stock shares of approximately $1.7 million in fiscal year 2007 and $0.4 million
      in fiscal year 2008.





***Other
      Share-Based Compensation***





In
      June
      2006, the Company entered into an agreement with an entity for consulting
      services. Pursuant to the terms of the agreement, the Company paid cash
      consideration and issued 40,000 shares of its common stock with a fair value
      of
      $150,000, which fair value was measured at the beginning of the service
      agreement, and is included in share-based compensation in the accompanying
      consolidated statement of operations for fiscal year 2006.





**7.
      Financial Instruments and Credit Risk**





The
      fair
      value of the Company’s long-term debt as of October 29, 2006 was approximately
      $1.65 million compared to a carrying value on that date of approximately $1.60
      million. The fair values were estimated using discounted cash flows and discount
      rates based primarily on the interest rate generally charged under the Company’s
      bank credit facility for secured borrowings.





The
      carrying amounts as of October 29, 2006 approximated the fair values as of
      that
      date for the Company’s cash and cash equivalents, restricted cash, trade and
      other accounts receivable and accounts payable due to the high turnover and
      short-term maturities of these assets and liabilities.





Financial
      instruments which potentially subject the Company to credit risk include certain
      cash and cash equivalent deposits and trade accounts receivable. The Company
      maintains its cash and cash equivalent deposit accounts with local and other
      U.S. domestic banks. These deposit accounts are on demand accounts to minimize
      risk, but oftentimes the account balances exceed the federally insured limit
      of
      $100,000 per financial institution. The Company has never incurred losses
      related to the failure of a financial institution and believes that it was
      not
      so at risk as of October 29, 2006 due to the financial strength of the
      institutions in which the Company maintains its cash and cash equivalent deposit
      accounts. The Company’s trade accounts receivable consist of uncollateralized
      receivables from K&B’s customers. Management routinely assesses the
      creditworthiness and credit history of K&B’s customers and establishes
      credits limits, and in some cases the denial of credit, based on these
      assessments.




F-16




**Aces
      Wired, Inc.**


**(formerly
      OEF Corporate Solutions, Inc.)**





**Notes
      to Consolidated Financial Statements**





**8.
      Long-term Debt**





The
      Company’s outstanding long-term debt consisted of the following amounts as of
      October 29, 2006. The Company had no outstanding long-term debt as of October
      30, 2005.





**October
                  29,**
                **2006**Promissory
                notes payable to related parties, principal andinterest
                at 4.48% due November 11, 2007
            
            $
            625,923Promissory
                note payable to related party, principal andinterest
                at 4.64% due January 20, 2008
            
            $
            621,509Promissory
                note payable, interest at 6%, level quarterlyprincipal
                and interest payments through September 30, 2007
            
            
            348,495$
            1,595,927Less
              current maturities
            
            
            (348,495
            )Long-term
              debt
            
            $
            1,247,432




The
      promissory notes payable to related parties consist of three unsecured notes
      in
      the aggregate principal amount of $1.2 million. Simple accrued and unpaid
      interest on the notes totaling $47,432 is included in the respective outstanding
      balances of the notes as of October 29, 2006. The Company’s relationships with
      the related parties are described in more detail at Note 14.





The
      6%
      promissory note payable is secured by certain of the Company’s tangible and
      intangible assets with an aggregate net book value of approximately $0.9 million
      as of October 29, 2006. There are no financial covenants associated with this
      obligation.





The
      Company also has a bank credit facility under which there were no outstanding
      obligations as of October 29, 2006. Outstanding borrowings at any time under
      the
      credit facility are limited to the lesser of $0.9 million or an amount based
      on
      the Company’s eligible inventory and eligible accounts receivable, as such terms
      are defined in the credit facility. Borrowings under the credit facility
      generally bear variable-rate interest indexed to the prime lending rate plus
      1%,
      which interest is payable monthly. Borrowings may be prepaid early without
      assessments of prepayment premiums. Outstanding obligations due under the credit
      facility are secured by certain of the Company’s inventory, accounts receivable
      and intangible assets, and are guaranteed by one of the Company’s
      officers/common stockholders. The credit facility includes customary covenants
      for lending transactions of this type including current ratio and debt/tangible
      net worth ratio financial covenants. The credit facility expires on April 30,
      2007.





Maturities
      of the Company’s long-term debt as of October 29, 2006 were as
      follows.





**Fiscal
                year****2007**
            
            $
            348,495**2008**
            
            
            1,247,432**2009**
            
            
            -**2010**
            
            
            -**2011**
            
            
            -**Thereafter**
            
            
            -$
            1,595,927




F-17




**Aces
      Wired, Inc.**


**(formerly
      OEF Corporate Solutions, Inc.)**





**Notes
      to Consolidated Financial Statements**


**9.
      Leases**





***Capitalized
      Lease Obligations***





On
      April
      26, 2006 and August 3, 2006, the Company sold and leased back certain of its
      gaming machines with an aggregate net book value on the respective transaction
      dates of approximately $1.36 million. Each of the two leases provide for a
      48-month noncancelable basic term and provide the Company with options to renew
      the lease for a 12-month period and to purchase all but not less than all of
      the
      equipment for its fair market value at the end of either the basic or renewal
      terms. The Company accounts for the subject lease agreements as capital leases
      pursuant to SFAS No. 13, “Accounting for Leases.”





The
      Company recorded a deferred gain of $20,983 on the April 26, 2006 transaction,
      which gain is being recognized on a straight-line basis over 48 months as a
      reduction in the amortization expense of the related capitalized equipment.
      Amortization of equipment under capitalized lease obligations was $78,072 for
      fiscal year 2006 and is included in deprecation and amortization in the
      accompanying consolidated statement of operations for that period. The net
      book
      value of the capitalized equipment was $1,259,326 as of October 29, 2006,
      inclusive of the $18,361 unamortized balance of the deferred gain as of that
      date.





***Operating
      Leases***





The
      Company leases office and warehouse space in Dallas, Houston, and San Antonio,
      Texas both directly and indirectly from two of its officers/common stockholders.
      Rentals are fixed and range from $7,500 per month to $3,500 per month. The
      leases for the Dallas and San Antonio facilities expire at the end of October
      2008, and the lease for the Houston facility expires at the end of January
      2010.
      None of the leases provide for renewal options; however, the Company expects
      to
      renew or replace the leases in the normal course of business.





The
      Company also leases office and warehouse space in Dallas and Lubbock, Texas
      under an agreement that expires on April 30, 2007 and under two month-to-month
      agreements.





On
      September 6, 2006, the Company entered into a lease agreement for corporate
      office space in Dallas with a basic term of 39 months. The lease provides for
      free rent during the first three months of the lease with scheduled increases
      thereafter in the rentals from approximately $5,500 per month for the fourth
      through the fifteenth months of the lease to approximately $6,300 per month
      during the final 12 months of the lease. The Company also has a one-time option
      to terminate the lease on June 30, 2008 upon payment of a termination fee.
      The
      Company occupied this facility on November 1, 2006.





As
      of
      October 29, 2006, the Company leased space for six amusement gaming centers
      in
      Corpus Christi (two centers), Ft. Worth, Amarillo, Killeen and Copperas Cove,
      Texas. The basic terms for these leases range from 12 months to 60 months,
      and
      certain of the leases provide the Company with options to extend the leases
      for
      periods ranging from 90 days to two consecutive 60-month periods. The Company
      also has options to terminate early most of these leases by providing the
      lessors with advanced written notice of such intent and/or if the Company is
      precluded by regulatory reasons from operating its amusement gaming business
      at
      those locations. Under certain of the leases, the Company is required pay fees
      if the leases are terminated for any reason prior to the expiration of the
      basic
      terms. Rentals for all but one of these leases are variable in nature based
      on
      either a percentage of the hold on the play on the gaming machines located
      in
      the centers, after certain adjustments, or the number of gaming machines located
      in the centers. Additionally, all but one of the leases with such variable
      rentals provide for minimum amounts of monthly rentals. Disregarding the
      Company’s early termination options, the basic terms of these leases are
      scheduled to expire at various dates through the end of August
      2011.





***Minimum
      Lease Payments and Rent Expense***





The
      scheduled future minimum lease payments as of October 29, 2006 under the
      Company’s capitalized lease obligations and operating leases with noncancelable
      basic terms in excess of one year were as follows.


F-18




**Aces
      Wired, Inc.**


**(formerly
      OEF Corporate Solutions, Inc.)**





**Notes
      to Consolidated Financial Statements**





**Operating
                leases****Fiscal
                year**
            
            **Capitalized****lease**
              **obligations**
            
            **Related**
              **party**
            
            **Other
                (*)**
            
            **Total****2007**
            
            $
            418,944
            
            $
            192,000
            
            $
            271,691
            
            $
            463,691**2008**
            
            
            418,944
            
            
            189,500
            
            
            297,265
            
            
            486,765**2009**
            
            
            418,944
            
            
            60,000
            
            
            278,323
            
            
            338,323**2010**
            
            
            211,326
            
            
            5,000
            
            
            133,692
            
            
            138,692**2011**
            
            
            -
            
            
            -
            
            
            90,000
            
            
            90,000**Thereafter**
            
            
            -
            
            
            -
            
            
            -
            
            
            -1,468,158
            
            $
            446,500
            
            $
            1,070,971
            
            $
            1,517,471**Less
                amount representing imputed****interest
                at an annual rate of 11.23%**
            
            
            (259,438
            )**Present
                value of minimum lease payments****under
                capitalized lease obligations**
            
            
            1,208,720**Less
                current maturities**
            
            
            (298,223
            )**Long-term
                capitalized lease obligations**
            
            $
            910,497




**(*)** Assumes
      that the lease for the corporate office space in Dallas will not be terminated
      early.





Rent
      expense under operating leases during fiscal years 2006 and 2005 consisted
      of
      the following minimum lease payments and variable rentals.





**Fiscal
                Year****2006**
            
            **2005**Minimum
                lease payments
            
            $
            325,802
            
            $
            222,223Variable
                rentals
            
            
            398,341
            
            
            -Total
                rent expense
            
            $
            724,143
            
            $
            222,223




**10.
      Income Taxes**





The
      Company accounts for income taxes under the asset and liability method pursuant
      to SFAS No. 109, “Accounting for Income Taxes” (SFAS 109). Deferred income tax
      assets and liabilities are recognized for the future tax consequences
      attributable to differences between the financial statement carrying amounts
      of
      existing assets and liabilities and their respective tax bases. Deferred tax
      assets and liabilities are measured using enacted tax rates expected to apply
      to
      taxable income in the fiscal years in which those temporary differences are
      expected to be realized or settled. The effect on deferred tax assets and
      liabilities resulting from a change in tax rates is recognized in income in
      the
      period such rate change occurs. When assessing the ultimate realization of
      its
      deferred tax assets, management considers whether it is more likely than not
      that some portion or all of the Company’s deferred tax assets will not be
      realized. The ultimate realization of the Company’s deferred tax assets is
      dependent upon its generation of future taxable income during the periods in
      which those temporary differences become deductible.





The
      components of the Company’s income tax expense for fiscal years 2006 and 2005
      were as follows.





**Fiscal
                  Year****2006**
            
            **2005**Current:Federal
            
            $
            403,348
            
            $
            54,640State
            
            
            83,910
            
            
            8,625487,258
            
            
            63,265Deferred:Federal
            
            
            152,559
            
            
            (32,783
            )State
            
            
            (8,146
            )
            
            (4,339
            )144,413
            
            
            (37,122
            )Provision
                for income taxes
            
            $
            631,671
            
            $
            26,143




F-19





**Aces
      Wired, Inc.**


**(formerly
      OEF Corporate Solutions, Inc.)**





**Notes
      to Consolidated Financial Statements**





Income
      tax expense for fiscal years 2006 and 2005 differed from the “expected” tax
      expense (benefit) for each year computed by applying the respective year’s U.S.
      federal corporate income tax rate to income (loss) before income taxes as
      follows.





**Fiscal
                Year****2006**
            
            **2005**Computed
                expected tax expense (benefit)
            
            $
            (1,519,430
            )
            $
            24,288Non-deductible
                share-based compensation
            
            
            1,180,023
            
            
            -Losses
                attributable to nontaxable subsidiaries
            
            
            733,669
            
            
            -Change
                in tax status of subsidiaries
            
            
            182,118
            
            
            -State
                income taxes, net of federal income taxes
            
            
            47,235
            
            
            1,354Other
            
            
            8,056
            
            
            501$
            631,671
            
            $
            26,143





For
      fiscal year 2006, the net losses incurred by certain of the Company’s
      wholly-owned subsidiaries prior to the acquisition of Goodtime on October 4,
      2006 were not deductible for consolidated federal and state income tax
      purposes.





The
      tax
      effects of temporary differences that resulted in significant portions of the
      Company’s deferred tax assets and deferred tax liabilities as of October 29,
      2006 and October 30, 2005 were as follows.





**Fiscal
                Year****2006**
            
            **2005**Deferred
                tax assets:Allowance
                for doubtful accounts receivable
            
            $
            38,808
            
            $
            31,831Intangible
                assets subject to amortization for tax purposes
            
            
            12,460
            
            
            4,250Other
            
            
            15,208
            
            
            -66,476
            
            
            36,081Deferred
                tax liabilities:Intangible
                asset not subject to amortization for tax purposes
            
            
            (182,118
            )
            
            -Property
                and equipment, primarily accelerated depreciation
            
            
            (94,743
            )
            
            (102,053
            )(276,861
            )
            
            (102,053
            )Net
                deferred taxes
            
            $
            (210,385
            )
            $
            (65,972
            )




Concurrent
      with the Company’s acquisition of Goodtime in October 2006, certain of
      Goodtime’s previously nontaxable subsidiaries became taxable subsidiaries of the
      Company. Pursuant to the applicable provisions of SFAS 109, such event resulted
      in the recognition by the Company of an approximate $182,000 deferred tax
      liability related to an intangible asset that is not amortizable for income
      tax
      purposes, which in turn resulted in a deferred income tax expense of an equal
      amount. As of October 29, 2006 and October 30, 2005, the Company did not provide
      for a valuation allowance on its deferred tax assets because management believed
      that the Company’s future taxable income will provide for the full realization
      of its deferred tax assets.





**11.
      Retirement Plans**





The
      Company sponsors a 401(k) deferred compensation plan in which its employees
      may
      contribute up to 15% of their eligible earnings annually on a pretax basis.
      The
      Company matches 50% of the first 6% of the employees’ annual contribution to the
      plan, which matching contributions totaled $61,781 and $56,791 for fiscal years
      2006 and 2005, respectively.





**12.
      Capital Stock**





***Common
      Stock***





The
      Company’s total number of authorized common stock was 45 million shares and 50
      million shares, respectively, as of October 29, 2006 and October 30, 2005.
      There
      were 10,000 shares of K&B’s common stock authorized as of October 30, 2005
      and October 31, 2004.


F-20




**Aces
      Wired, Inc.**


**(formerly
      OEF Corporate Solutions, Inc.)**





**Notes
      to Consolidated Financial Statements**





On
      October 4, 2006, the Company issued approximately 7.6 million shares of its
      common stock in exchange for all of the ownership interests in Goodtime and
      AIP.
      Immediately prior to the acquisition of Goodtime and AIP, the Company effected
      a
      reverse stock split such that its then issued and outstanding common stock
      shares were reduced to approximately 336,000 shares from approximately 3.9
      million shares.





Approximately
      1.1 million shares of vested and unvested restricted common stock shares granted
      to certain of the Company’s officers, certain employees and all of its
      non-employee directors were issued and outstanding as of October 29, 2006,
      of
      which approximately 305,000 shares were vested as of that date. Approximately
      620,000 shares and 203,000 shares of the restricted common stock are expected
      to
      vest in fiscal years 2007 and 2008, respectively. The holders of the restricted
      shares have the same rights and entitlements as the Company’s other common
      stockholders, such as voting and dividend rights, whether or not such restricted
      shares are vested.





No
      dividends were paid to the Company’s common stockholders during fiscal years
      2006 and 2005.





***Series
      A Convertible Preferred Stock***





There
      were 5 million shares of the Company’s Series A convertible preferred stock
      authorized as of October 29, 2006.





On
      October 11, 2006, and as a condition precedent to the acquisition Goodtime,
      the
      Company sold in a private placement 1.612 million shares of its Series A
      convertible preferred stock (the Series A Preferred Stock) for $8.06 million
      (or
      $5.00 per share). The Series A Preferred Stock are not redeemable, and each
      share automatically converts into one share of the Company’s common stock
      (subject to certain adjustments) upon the effectiveness of a registration
      statement relating to the shares of the Company’s common stock into which the
      Series A Preferred Stock will be converted (the Registration Statement). The
      purchasers of the Series A Preferred Stock also received options to acquire
      up
      to an additional 322,400 shares of Series A convertible preferred stock at
      $5.00
      per share (the Options). The Options are exercisable from the issuance date
      of
      the Series A Preferred Stock and expire on the effective date of the
      Registration Statement unless previously exercised.





The
      holders of the Series A Preferred Stock are entitled to cash dividends equal
      to
      0.5% of the purchase price per share (or $.025 per share) per each 30-day period
      (pro rata for any period less than 30 days) if the Company fails to timely
      file
      and cause to become and keep effective the Registration Statement as follows.
      In
      no event is the Company obligated to pay such dividends in an aggregate amount
      exceeding 10% of the total sales proceeds of the Series A Preferred
      Stock.




·
                If
                    the Registration Statement is not filed with the SEC on or prior
                    to the
                    date that is 30 days following the issuance date of the Series
                    A Preferred
                    Stock (the Registration Statement was timely filed on November
                    8,
                    2006).





·
            If
                the Registration Statement is not declared effective by the SEC by
                the
                date that is 150 days following the issuance date of the Series A
                Preferred Stock (such former date being March 10,
                2007).





·
            If
                after conversion of the Series A Preferred Stock into the registered
                shares of the Company’s common stock, the former holders of the Series A
                Preferred Stock are prohibited from selling such common stock shares
                as a
                result of a suspension for more than 60 consecutive days of the prospectus
                forming part of the Registration Statement, or any such suspensions
                of
                more than 90 days in the aggregate in any 12-month
                period.





The
      Series A Preferred Stock rank senior to the Company’s common stock with respect
      to the payment of dividends. Upon voluntary or involuntary liquidation,
      dissolution or winding-up of the Company prior to the conversion of the Series
      A
      Preferred Stock, the holders of the Series A Preferred Stock will receive in
      priority over the Company’s common stockholders, to the extent there are funds
      so available, a liquidation preference equal to the purchase price of the Series
      A Preferred Stock plus accrued dividends thereon, if any. The holders of the
      Series A Preferred Stock are entitled to vote together as a single class on
      all
      matters voted on by the Company’s common stockholders as though the Series A
      Preferred Stock have been converted into an equal number of common stock shares.
      Additionally, the Company may not undertake certain actions, such as entering
      into an agreement which would effect a change of control of the Company, without
      the approval by vote or in writing of at least two-thirds of the holders of
      the
      Series A Preferred Stock.


F-21




**Aces
      Wired, Inc.**


**(formerly
      OEF Corporate Solutions, Inc.)**





**Notes
      to Consolidated Financial Statements**





At
      issuance, the effective conversion rate per share of the Series A Preferred
      Stock was less than the fair value per share of the Company’s common stock,
      which constitutes an embedded beneficial conversion feature pursuant to EITF
      Issue No. 98-5, “Accounting for Convertible Securities with Beneficial
      Conversion Features or Contingently Adjustable Conversion Ratios.” However, the
      intrinsic value of the beneficial conversion feature of approximately $0.4
      million and the resultant discount were not recognized as of October 29, 2006
      because of the contingency related to the effectiveness of the Registration
      Statement. Once the Registration Statement becomes effective and the Series
      A
      Preferred Stock become convertible, the beneficial conversion feature will
      be
      recorded as additional paid-in-capital and the discount will be recognized
      as a
      dividend on the Series A Preferred Stock. Additionally, approximately $0.4
      million of the total sales proceeds of the Series A Preferred Stock was
      allocated to the Options based on the relative fair values at the issuance
      date
      of the Options and the Series A Preferred Stock, which allocated proceeds were
      recorded as additional paid-in-capital as of October 29, 2006. The initial
      carrying value of the Series A Preferred Stock was approximately $7.7 million
      before issuance costs of approximately $0.7 million.





**13.
      Other Commitments and Contingent Liabilities**





The
      Company is the lessee under certain real estate leases. It is common in such
      commercial lease transactions for the lessee to agree to indemnify the lessor
      and other related third parties for tort liabilities that arise out of or relate
      to lessee’s use or occupancy of the leased premises. In some cases, this
      indemnity extends to related liabilities arising from the negligence of the
      indemnified parties, but usually excludes any liabilities caused by their gross
      negligence or willful misconduct. Additionally, the lessee typically indemnifies
      such parties for any environmental liability that arises out of or relates
      to
      its use of the leased premises. The Company believes that it is adequately
      covered by insurance (subject to deductibles) for most tort liabilities and
      related indemnities described above with respect to real estate that it
      leases.




As
      of
      October 29, 2006, there were no legal proceedings, either anticipated or
      threatened, to which the Company was a party to or to which the Company’s
      property was subjected.





**14.
      Transactions with Related Parties**





In
      November 2005, one of the Company’s officers/common stockholders loaned the
      Company $619,938, of which $372,000 was subsequently converted into a 4.48%
      unsecured promissory note payable and $247,938 was repaid to the
      officer/stockholder. Interest of $16,072 was accrued on the note during fiscal
      year 2006 and is included in long-term debt and interest expense, respectively,
      in the accompanying fiscal year 2006 consolidated balance sheet and statement
      of
      operations. The principal amount of the note and accrued and unpaid interest
      thereon are due and payable on November 11, 2007.





In
      November 2005, one of the Company’s officers/common stockholders loaned the
      Company $379,962, of which $228,000 was subsequently converted into a 4.48%
      promissory note payable and $151,962 was repaid to the officer/stockholder.
      Interest of $9,851 was accrued on the note during fiscal year 2006 and is
      included in long-term debt and interest expense, respectively, in the
      accompanying fiscal year 2006 consolidated balance sheet and statement of
      operations. The principal amount of the note and accrued and unpaid interest
      thereon are due and payable on November 11, 2007.





In
      January 2006, the Company’s chairman of the board and its principal stockholder
      made a capital contribution of $0.4 million in Goodtime and loaned the Company
      $600,000 in the form of a 4.64% promissory note payable. Interest of $21,509
      was
      accrued on the note during fiscal year 2006 and is included in long-term debt
      and interest expense, respectively, in the accompanying fiscal year 2006
      consolidated balance sheet and statement of operations. The principal amount
      of
      the note and accrued and unpaid interest thereon are due and payable on January
      20, 2008.





In
      May
      2006, the
      Company sold a building it owned for $36,784 to one of its executive officers
      and recognized a $17,502 gain, which gain is included in other income (expense)
      in the accompanying consolidated statement of operations for fiscal year
      2006.





In
      May
      2006, the Company sold a whole-life insurance policy it owned on one of its
      executive officers to that officer at the policy’s cash surrender value of
      $41,065. No gain or loss was recorded on the sale.




F-22





**Aces
      Wired, Inc.**


**(formerly
      OEF Corporate Solutions, Inc.)**





**Notes
      to Consolidated Financial Statements**





The
      Company leases office and warehouse space in Dallas, Houston, and San Antonio,
      Texas both directly and indirectly from two of its officers/common stockholders.
      Rentals are fixed and range from $7,500 per month to $3,500 per month. The
      Company incurred rent expense under these leases of $192,000 and $177,000 during
      fiscal years 2006 and 2005, respectively, which expenses are included in
      operating expenses - bingo supply and services at the accompanying consolidated
      statements of operations for those two fiscal years. The leases for the Dallas
      and San Antonio facilities expire at the end of October 2008, and the lease
      for
      the Houston facility expires at the end of January 2010. None of the leases
      provide for renewal options; however, the Company expects to renew or replace
      the leases in the normal course of business. Minimum lease payments of $446,500
      were remaining under these leases as of October 29, 2006.





In
      January 2005, a subsidiary of the Company entered into a services agreement
      with
      an entity owned by the Company’s chairman of the board and principal
      stockholder, under which agreement the affiliate manages the operations of
      that
      subsidiary. The agreement was amended on and assumed by the Company on October
      31, 2005 whereby the Company is required to reimburse the affiliate for its
      direct expenses incurred in managing the subsidiary. The Company incurred
      expenses of approximately $114,000 under this agreement during fiscal year
      2006,
      of which $33,000 was unpaid and is included in trade accounts payable in the
      accompanying consolidated balance sheet as of October 29, 2006. The agreement
      may be terminated by either party and without penalty by giving at least 30
      days
      advance written notice. Our chairman of the board has never been personally
      compensated under this agreement.





The
      Company’s chairman of the board and principal stockholder beneficially owns
      400,000 shares of the Series A convertible preferred stock that the Company
      issued on October 11, 2006. No dividends were paid on any of the Series A
      preferred stock shares during fiscal year 2006.





**15.
      Concentration of Business Risk**





The
      AWP
      gaming industry in Texas is not regulated, but it is subject to the applicable
      laws in that state regarding gaming generally and the interpretation and
      enforcement of those laws by local authorities where the Company operates
      its gaming amusement centers. In September, 2006, the District Attorney’s office
      of Bexar County, Texas, requested an opinion from the Texas Attorney General
      to
      determine whether an amusement machine which records a player’s winnings onto a
      stored-value debit card (the Company’s Ace Advantage
      Card is a
      stored-value debit card)is excluded from the definition of a “gambling
      device” pursuant to the Texas penal code. The Company believes its AWP machines
      are fully compliant with Texas law and that an unfavorable ruling from the
      Texas
      Attorney General is unlikely, which ruling is scheduled to be rendered on or
      before March 7, 2007. However, if the Texas Attorney General were to issue
      an
      adverse ruling and the Company was unsuccessful in overturning that ruling,
      the
      Company would most probably be forced to close its gaming amusement centers,
      which would have a material adverse effect on the Company’s results of
      operations and financial position.





**16.
      Segment Information.**




*Description
      of Segments*





SFAS
      131,
“Disclosures about Segments of an Enterprise and Related Information,” requires
      disclosures related to certain components of a company for which separate
      financial information is available that is evaluated regularly by a company’s
      chief operating decision maker in deciding the allocation of company resources
      and assessing performance. The Company has two operating subsidiaries, K&B
      and AWLLC, each of which is a reportable business segment pursuant to SFAS
      131.
      K&B has been in business for over 28 years and is a supplier of bingo games,
      branded pull tabs and bingo supplies in Texas. AWLLC, which began operations
      in
      June 2004, does business in the AWP gaming market, and was the sole operator
      of five gaming amusement centers and the joint operator of a sixth gaming
      amusement center as of October 29, 2006, all of which are located in Texas.





*Segment
      Data*





The
      Company derives the results of operations and other financial information
      regarding K&B and AWLLC directly from the same financial reporting system
      that the Company uses to prepare its consolidated financial statements and
      other
      management reports. Management measures the performance of each business segment
      based on several metrics including net earnings from operations and earnings
      before interest, income taxes and depreciation and amortization. Management
      uses
      these financial metrics to assist it in evaluating the performance of, and
      to
      assign resources to, each of its business segments. The Company does not
      allocate to its business segments certain corporate-level expenses such as
      share-based compensation, income taxes and other corporate overhead. As used
      herein, the K&B business segment is referred to as Bingo and the AWLLC
      business segment is referred to as AWP. Unallocated corporate expenses and
      assets are referred to as Corporate.


F-23





**Aces
      Wired, Inc.**


**(formerly
      OEF Corporate Solutions, Inc.)**





**Notes
      to Consolidated Financial Statements**





K&B’s
      financial statements are the Company’s consolidated financial statements for
      fiscal year 2005. Accordingly, segment data for K&B for fiscal year 2005
      comparable to that segment data presented below for fiscal year 2006 can be
      readily derived from those financial statements.





Selected
      financial data for fiscal year 2006 are presented in the following table. All
      of
      the Company’s business operations are conducted in Texas.





**Fiscal
                Year 2006****Bingo**
            
            **AWP**
            
            **Total**Revenues,
                net
            
            $
            15,489,201
            
            $
            2,444,666
            
            $
            17,933,867Depreciation
                and amortization
            
            
            337,556
            
            
            527,801
            
            
            865,357Other
                significant noncash items:Provisions
                for inventory valuation and doubtful accounts receivable
            
            
            267,250
            
            
            -
            
            
            267,250Interest
                income
            
            
            3,836
            
            
            -
            
            
            3,836Interest
                expense
            
            
            15,207
            
            
            77,586
            
            
            92,793Segment
                income (loss) before income taxes
            
            
            2,970,905
            
            
            (438,660
            )
            
            2,532,245Expenditures
                for segment capital assets (includes non-cashacquisitions
                of tangible and intangible assets)
            
            
            501,927
            
            
            4,659,073
            
            
            5,161,000




The
      reconciliation of the segment operating results to the Company’s consolidated
      operating results is presented in the following table.




**Fiscal
                  Year**
                **2006**Segment
                revenues, net:Bingo
            
            $
            15,489,201AWP
            
            
            2,444,666Consolidated
                revenues, net
            
            $
            17,933,867Segment
                income (loss) before income taxes:Bingo
            
            $
            2,970,905AWP
            
            
            (438,660
            )2,532,245Unallocated
                corporate expenses:Share-based
                compensation
            
            
            3,620,657Other
            
            
            3,356,205Depreciation
                and amortization
            
            
            24,2967,001,158Consolidated
                loss before income taxes
            
            
            (4,468,913
            )Income
                tax expense
            
            
            631,671Consolidated
                net loss
            
            $
            (5,100,584
            )




Most
      of
      the Company’s assets are accounted for at a subsidiary level which for the most
      part corresponds with its business segments. Certain assets are, however,
      allocated by the Company to the business segment which is the principal
      beneficiary from the realization of those assets. Corporate and other
      unallocated assets are composed primarily of cash and cash equivalents. Total
      assets by segment and a reconciliation of segment assets to consolidated total
      assets were as follows as of October 29, 2006. All of the Company’s assets are
      located in Texas.


F-24




**Aces
        Wired, Inc.**
 **(formerly
        OEF Corporate Solutions, Inc.)**
 
 **Notes
        to Consolidated Financial Statements**




**Fiscal
                  Year**
                **2006**Segment
                assets:Bingo
            
            $
            3,289,840AWP
            
            
            8,445,80111,735,641Corporate
                and other unallocated assets
            
            
            6,752,132Total
                consolidated assets
            
            $
            18,487,773




*Major
      Customers*





No
      single
      customer represented 10% or more of the Company’s total net revenues for either
      fiscal year 2006 or fiscal year 2005.


F-25