UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.   20549

F O R M   20-F



(  )

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



(X)

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



For the fiscal year ended DECEMBER 31, 2003





(  )

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 016353





LUCKY 1 ENTERPRISES INC.



(Incorporated in the Province of British Columbia, Canada)



#600  1199 West Hastings Street

Vancouver, British Columbia, Canada V6E 3T5



Securities registered or to be registered pursuant to

Section 12(b) of the Act.



Name of each exchange

Title of each class

on which registered



Common Shares (no par value)

OTC Bulletin Board



Securities registered or to be registered pursuant to

Section 12 (g) of the Act.



As at December 31, 2003 the authorized capital of the registrant consists of 200,000,000 common shares without par value of which 9,902,060 common shares are issued and outstanding.



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



Yes [X]    No [  ]



Indicate by check mark which financial statement item the registrant has elected to follow.



[X}   Item 17

[  ]   Item 18





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ITEM 1.  IDENTITY OF DIRECTORS SENIOR MANAGEMENT AND ADVISERS.



Not applicable.



ITEM 2.  OFFER STATISTICS AND EXPECTED TIMETABLE



Not Applicable.



ITEM 3.  KEY INFORMATION



Item 3.A. Selected Financial Data



The selected financial data in Table I has been derived from the consolidated financial statements of LUCKY 1 ENTERPRISES INC. [hereinafter referred to as the Company or the Registrant or Lucky] which have been prepared in accordance with accounting principles generally accepted in Canada.  The information should be read in conjunction with the Registrant's consolidated financial statements and notes thereto included in Item 17 of this Annual Report.



All financial figures presented herein and throughout this Annual Report are expressed in Canadian dollars (Cdn$) unless otherwise specified.  On April 25, 2000, the Companys share capital was consolidated on the basis of fifteen old-for-one-new common share.  The latest share consolidation on the capital stock of the Company was on May 2, 2002 when the Company's share capital was consolidated on the basis of five-old-for-one-new common share and its authorized share capital was subsequently increased to 200,000,000 common shares without par value.





TABLE I

Year Ended December 31, 2003Year Ended December 31, 2002Year Ended December 31, 2001Year Ended December 31, 2000Year Ended December 31, 1999Operating Revenue$  100,951$                -$                 -$               -$               -Interest Income1,4213564201,8962,876Net loss40,175449,397$   291,116473,149866,914Basic and diluted loss per common share0.000.120.450.952.22Total Assets778,31252,95355,42245,508120,517Capital Stock22,459,41421,501,41721,179,41721,152,41720,472,425Number of common shares9,902,0607,287,075697,075588,152415,830Long term-obligations-----Cash dividends-----




Had the financial statements of Lucky been prepared in accordance with accounting principles and practices generally accepted in the United States and required by the United States Securities and Exchange Commission ("SEC"), certain selected financial data would be disclosed per Table II.





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TABLE II

Year Ended December 31, 2003Year Ended December 31, 2002Year Ended December 31, 2001Year Ended December 31, 2000Year Ended December 31, 1999Net loss$   40,175$   449,397$   291,116$   454,697$   853,555Basic and diluted loss per common share0.000.120.450.952.22Number of Common shares9,902,0607,287,075697,075588,152415,830Total Assets$ 1,100,612$    52,953$   55,422$    45,508$   102,065


A discussion of the differences between accounting principles and practices generally accepted in Canada and accounting principles and practices generally accepted in the United States and required by the SEC is contained in  Note 12 to the financial statements included in Item 17 of this Annual Report.



Exchange Rates

Monthly High ($) (1)Monthly Low ($)(1)December 2003.7477.7726January 2004.7518.7865February 2004.7450.7630March 2004.7447.7644April 2004.7288.7651May 2004.7165.7362


(1)The high and low exchange rate in each month has been calculated using the average monthly rate of the Bank of       Canada.



For Year Ended December 31, 2003For Year Ended December 31, 2002For Year Ended December 31, 2001For Year Ended December 31, 2000For Year Ended December 31, 1999Average rate ($)(2).71350.63670.64580.67330.6730High ($)(3).64890.6250.64430.67180.6716Low ($)(3).76190.65310.64710.67480.6746


(2) The average exchange rate for the period has been calculated using the average yearly rate of the Bank of Canada.

(3) The high and low exchange rate in each period was determined from the average yearly rate of the Bank of Canada.



All of the amounts in the above Exchange Rate tables are stated in U.S. currency.  Accordingly, at the closing on December 31, 2003, the Canadian $1.00 (Dollar) was equal to U.S. $1.2965.  At the closing on May 31, 2004, the Canadian $1.00 (Dollar) was equal to U.S. $1.3634.



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Item 3.D.  Risk Factors



The Company, and the Securities of the Company, should be considered a highly speculative investment. The following risk factors should be given special consideration when evaluating an investment in any of the Company's Securities:



1).RISKS RELATED TO THE COMPANYS BUSINESS



- Regulations.  Luckys proposed mineral exploration program, is subject to extensive federal, provincial and local laws and regulations governing such exploration, development and operation of mining activities as well as the protection of the environment, including laws and regulations relating to obtaining permits to mine, protection of air and water quality, hazardous waste management, mine reclamation and the protection of endangered or threatened species.



-Exploration and Development:  All of the resource properties in which the Company has a clear or undisputed interest or the right to acquire a clear or undisputed interest are in the exploration stages only and are without a known body of commercial ore.  Development of the Company's resource properties will only follow upon obtaining satisfactory results.  Exploration and development of natural resources involve a high degree of risk and few properties which are explored are ultimately developed into producing properties.  Substantial expenditures are required to establish reserves through drilling, to develop processes to extract the resources and, in the case of new properties, to develop the extraction and processing facilities and infrastructure at any site chosen for extraction.  Although substantial benefits may be derived from the discovery of a major deposit, no assurance can be given that resources will be discovered in sufficient quantities or grades to justify commercial operations or that the funds required for development can be obtained on a timely basis.



- Operating Hazards and Risks:Exploration for natural resources involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome.  Operations in which the Company has a direct or indirect interest will be subject to all the hazards and risks normally incidental to exploration, development and production of resources, any of which could result in work stoppages, damages to persons or property and possible environmental damages.  Although the Company may obtain liability insurance in an amount which it considers adequate, the nature of these risks is such that liabilities might exceed policy limits, the liabilities and hazards might not be insurable against, or the Company might not elect to insure itself against such liabilities due to high premium costs or other reasons, in which event the Company could incur significant costs that could have a material adverse effect upon its financial condition.



-Fluctuating Metal Prices:  The prices of those commodities have fluctuated widely, particularly in recent years, and are affected by numerous factors beyond the Company's control including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities and increased production due to new extraction developments and improved extraction and production methods.  The effect of these factors on the prices of metals, and therefore the economic viability of the Company's exploration projects, cannot be accurately predicted.



-Environmental Factors:  Should the Company decide to conduct any mineral exploration works then all phases of the Company's mineral exploration works shall besubject to environmental regulation in the various jurisdictions in which the Company operates.  Environmental legislation is evolving in a manner which will require stricter standards and enforcement, increased fines and penalties for non-compliance, more stringent environmental assessments of proposed projects and a heightened degree of responsibility for companies and their officers, directors and employees.





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- Competition:  The resource industry and the online gaming industry are intensely competitive in all of their respective phases, and the Company competes with many companies possessing much greater financial resources and technical facilities than itself.  Competition could adversely affect the Company's ability to acquire suitable properties for mineral exploration and other interests in online gaming software in the future.  The on-line gaming software in which the Company has made an investment will compete against those of other new and developing companies as well as companies that are established in existing and other markets, some of which have greater financial, marketing, and other resources than those of the Company.  The marketplace for the on-line gaming software is constantly undergoing changes, is intensely competitive and is subject to changes in customer preferences.



- Reliance on the Internet and Internet Service Providers:The operation of the Companys investment in the On-Line Gaming Software will rely on the Internet as a means of promoting and selling the card games.  Any changes in the Internets role as the premier computer network information service or any shutdown of Internet service by significant Internet service providers will have an adverse impact on the On-Line Gaming Softwares ability to generate revenue.  Furthermore, the operations of the on-line gaming software can be adversely affected from power failures, internet interruptions, software failures and, hackings.



- Legal:There is an ongoing effort in the U.S.A. to enact legislation for the prohibition of on-line gaming and for financial transactions pertaining to on-line gaming.  The passage of such legislation would adversely affect the Companys investment in the on-line gaming software.



- Changes in Policies:Changes in policies of companies or banks that handle credit card transactions for on-line gaming could have an adverse impact on the Companys investment in the on-line gaming software.



- Management:  The Company is dependent on a relatively small number of key employees, the loss of any of whom could have an adverse effect on the Company.



- Exchange Rate Fluctuation:  The profitability of the Company may be adversely affected by fluctuations in the rate of exchange of Canadian dollars into US dollars.  The Company does not currently take any steps to hedge against currency fluctuations.



- Dilution:  There are a number of outstanding securities and agreements pursuant to which common shares of the Company may be issued in the future.  This will result in further dilution to the Company's shareholders.



- Revenues and Dividends:  The Company currently generates insignificant revenues and does not anticipate generating any meaningful revenues in the future and, as a consequence, if it requires additional funds for exploration and development of its properties or for operating capital purposes, or for acquiring interests in other projects of merit, it will have to seek equity or debt financing which may or may not be available.  Furthermore, the Company has not paid dividends in the past and does not expect to pay dividends in the future.  In the event of generating any meaningful earnings, the Company expects to retain its earnings to finance further growth and, when appropriate, retire debt.



- Requirement of New Capital:  As a company without any meaningful revenues, the Company typically needs more capital than it has available to it or can expect to generate through the sale of its assets.  In the past, the Company has had to raise, by way of debt and equity financings, considerable funds to meet its capital needs.  There is no assurance that the Company will be able to continue to raise funds needed for its business.  Failure to raise the necessary funds in a timely fashion will limit the Company's growth.

The Company is currently seeking the possibility of getting involved in projects of merit.  In the event that



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the Company is successful in its efforts to get involved in projects of merit, then the Company will have to raise the required funds for such acquisitions.  There is no assurance that the Company will succeed in raising the required funds for such acquisitions.



-U.S. Federal Income Tax Considerations:  The Company is classified as a Passive Foreign Investment Company ("PFIC") for U.S. Federal Income Tax purposes.  Classification as a PFIC will create U.S. Tax consequences to a U.S. shareholder of the Company that are unique to the PFIC provisions and that are not encountered in other investments.  Prospective investors are advised to consult their own tax advisors with respect to the tax consequences of an investment in the common shares of the Company.



- Penny Stock:  The Company's securities are deemed to be Penny Stocks and are therefore subject to Penny Stock rules as defined in Rule 3a(51)(1) of the 1934 Exchange Act.  The Penny Stock disclosure requirements may have the effect of reducing the level of trading activity of the Company's securities in the secondary market.  Penny Stocks are low-priced shares of small companies not traded on a U.S. national exchange or quoted on Nasdaq.  The Company's securities are quoted for trading on the OTC Bulletin Board.  Penny Stocks, such as the Company's securities, can be very risky.  Prices of Penny Stocks are often not available.  Investors in Penny Stocks are often unable to sell stock back to the dealer that sold them the stock.  Investors may lose all their investment in Penny Stocks.  There is no guaranteed rate of return on Penny Stocks.  Before an investor purchases any Penny Stock, U.S. Federal law requires a salesperson to tell the investor the "offer" and the "bid" on the Penny Stock, and the "compensation" the salesperson and the firm receive for the trade.  The firm also must mail a confirmation of these prices to the investor after the trade.  The Investor's Broker-dealer is required to obtain the investor's signature to show that the investor has received the statement titled "Important Information on Penny Stocks" before the investor first trades in a Penny Stock.  This Statement is required by the U.S. Securities and Exchange Commission ("SEC") and contains important information on Penny Stocks.  Furthermore, under penalty of Federal Law the Investor's brokerage firm must tell the investor at two different times - before the investor agrees to buy or sell a Penny Stock, and after the trade, by written confirmation the following:  1) the bid and offer price quotes for the Penny Stock, and the number of shares to which the quoted prices apply, 2) the brokerage firm's compensation for the trade, 3) the compensation received by the brokerage firm's salesperson for the trade.  In addition, to these items listed above the investor's brokerage firm must send the investor monthly account statements and a written statement of the investor's financial situation and investment goals as required by the Securities Enforcement and Penny Stock Reform Act of 1990.



2). RISKS RELATED TO THE COMPANYS INVESTMENTS



The Company entered into an Investment Agreement (Exhibit *9.2 - Attached) on January 26, 2004 with Interfranchise Inc., whereby the Company purchased a 10% interest in the Inter-Café Project for $90,000.  The Inter-Café Project is still in its conceptual stage and has not yet been developed.  There are no assurances whatsoever that the Inter-Café Project will ever be developed or if developed, shall prove to be successful.  It is quite possible that the Company may lose its investment in the Inter-Café Project and the Company may have to write-off, in its entirety, its investment in the Inter-Café Project.



Lucky has invested by purchasing a total of 4,000,000 common shares of Las Vegas From Home.com Entertainment Inc., a related company, for the total sum of $1,225,000 (the Las Vegas Securities).  Lucky is exposed to significant market risk with respect to the Las Vegas Securities.  There are no assurances whatsoever that Lucky will recover its investment in the Las Vegas Securities.  It is quite possible that Lucky might lose all its investment in the Las Vegas Securities and might have to write-off, in its entirety, Luckys investment in the Las Vegas Securities.



The Company entered into a Licensing Agreement on November 4, 2002 with Las Vegas from Home.com Entertainment Inc. (Las Vegas) a related company, [See Exhibit 1.4 - Incorporated by reference] for the joint development of certain on-line gaming software consisting of three card games;





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Pan, Big 2, and Chinese Poker, (the three card games software). The Company has paid to Las Vegas the agreed license fee of $200,000 for the three card games software.  The three card games software is equally owned by the Company and Las Vegas.  Las Vegas shall be the operator of the three card games software. The Company shall receive 40% and Las Vegas shall receive 60% of all revenues that shall be generated from the operation of the three card games software.  As at December 31, 2003, the Companys share of revenues from the three card games software was $100,951 (2002: $Nil) and, $37,608 for the three month period ended March 31, 2004, (2003: $3,643).  To date, the Gaming Software has generated some revenues for the Company, however, there are no assurances whatsoever that the Gaming Software shall continue to generate any revenues for the Company in the future.



On March 26, 2004, Lucky entered into an Option Agreement (Exhibit *9.1 - Attached) with an arms length party (the Optionor) to acquire, under certain terms and conditions, a 100% undivided interest, subject to a 11⁄2% Net Smelter Returns Royalty, in the Extra High Property, which is located in the Province of British Columbia.  Pursuant to the Option Agreement, Lucky is required to make staged cash payments to the Optionor totalling $150,000 of which $15,000 has already been paid and, must incur exploration expenditures on the Extra High Property totalling $500,000 over a period of 3 years.  Upon acquiring the 100% undivided interest, Lucky may purchase 50% of the Net Smelter Returns Royalty (i.e, 0.75%) by making a cash payment of $500,000 to the Optionor.   Exploration for natural resources involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome.  It is quite possible that Lucky might lose all its investment in the Extra High Property and might have to write-off, in its entirety, Luckys investment in the Extra High Property.



ITEM 4.  INFORMATION ON THE COMPANY



Item 4.A.  History and Development of the Company



The legal and commercial name of the company is LUCKY 1 ENTERPRISES INC.



The Company was incorporated by memorandum [See Exhibit 1.1 - Incorporated by reference] under the Company Act of the Province of British Columbia, Canada on August 24, 1984 and was registered extra-provincially in the Province of Ontario, Canada on October 19, 1984.  On May 31, 1988, the Company adopted as the French form of its name "Ressources Armeno Inc.".  On May 25, 1992, the name of the Company was changed to Ag Armeno Mines and Minerals Inc. in the English form, and "Les Mines et Mineraux Ag Armeno Inc." in the French form.  On April 25, 2000, the name of the Company was changed from Ag Armeno Mines and Minerals Inc. in the English form, and "Les Mines et Mineraux Ag Armeno Inc.", in the French form, to Golden Nugget Exploration Inc.  On May 2, 2002, Golden Nugget Exploration Inc. changed its name to Lucky 1 Enterprises Inc.  Effective at the opening of business on Tuesday, May 14, 2002, the common shares of Golden Nugget Exploration Inc. were delisted, and the common shares of Lucky 1 Enterprises Inc. commenced trading on the OTC Bulletin Board in the U.S.A. under the trading symbol LKYOF.



On April 4, 1985, the Company's common shares were listed and posted for trading on the Vancouver Stock Exchange, on the Montreal Exchange on January 15, 1988 and, on the Nasdaq SmallCap Market on May 11, 1988.  On July 12, 1991, the Company voluntarily de-listed its common shares from the Montreal Exchange, and, on October 3, 1994, the Company's shares were delisted from the Nasdaq SmallCap Market.  Effective October 4, 1994, the Company's shares have been listed for trading on the OTC Bulletin Board.  Effective November 29, 1999 the Vancouver Stock Exchange became known as the Canadian Venture Exchange (hereinafter referred to as the CDNX) as a result of the merger between the Vancouver Stock Exchange and the Alberta Stock Exchange.  On July 5, 2001, the Company made a formal application to the CDNX requesting the voluntary delisting of the Companys common shares from trading on the CDNX, as a result of which, the common shares of the Company were delisted from trading on the CDNX effective at the close of trading on July 31, 2001.





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On July 30, 1986, the Company's share capital split on the basis of one-old-for-two-new common shares.  On May 25, 1992, the Company's share capital was consolidated on the basis of ten-old-for-one-new common share.  On April 25, 2000, the Companys share capital was consolidated on the basis of fifteen-old-for-one-new common share.  On May 2, 2002, the Companys share capital was consolidated on the basis of five-old-for-one-new common share and its authorized share capital was subsequently increased to 200,000,000 common shares without par value.



Since its incorporation, the Company has been engaged primarily in the acquisition, exploration and, if warranted, the development of natural resource properties and, for a brief period of time, the Company, through its formerly owned Ecuadorean subsidiary, Armenonic del Ecuador S.A. (Armenonic) operated the San Bartolome mine in Ecuador.



Lucky is a junior mineral exploration company with interests in the Extra High Mineral Claims located in the Province of British Columbia and, Lithium Mineral Properties located in the Province of Ontario. Lucky has made an investment in software for on-line gaming, an investment in the securities of a publicly listed related company and, an investment in the Inter-Café Project.  Currently, the principal business of Lucky is in mineral exploration.



The Company's ability to pursue its stated primary business and to meet its obligations as they come due is dependent upon the ability of management to obtain the necessary financings either through private placements or by means of public offerings of the Company's securities or through the exercise of incentive stock options or warrants or through debt financings.



The Company's head office is located at:  #600  1199 West Hastings Street, Vancouver, British Columbia, Canada V6E 3T5.  The telephone number is (604) 681-1519 and the telefax number is (604) 681-9428.  The contact person is Bedo H. Kalpakian.



The Company used to have a wholly owned subsidiary, Blue Rock Mining, Inc. (Blue Rock) which has been dissolved.



The Company's registered office and records office is located at:  P.O. Box 10068, #1600 -609 Granville Street, Vancouver, British Columbia, Canada V7Y 1C3.  The telefax number is (604) 669-3877.



The Registrar and Transfer Agent of the Company is Computershare Trust Company of Canada, 9th Floor, 100 University Avenue, Toronto, Ontario, Canada M5J 2Y1.  The telefax number is (416) 981-9800.



The auditors of the Company are Smythe Ratcliffe, Chartered Accountants, 7th floor, Marine Building, 355 Burrard Street, Vancouver, British Columbia, Canada V6C 2G8.  The telefax number is (604) 688-4675.



Item 4.B.  Business Overview



Summary



Lucky has interests in mineral properties which are located in the Provinces of Ontario and British Columbia, Canada, has made an investment in software for on-line gaming, has made an investment in marketable securities of a related company and, has made an investment in the Inter-Café Project.



Presently, Lucky is seeking opportunities of merit to get involved in.  It should be noted that there are no assurances that Lucky shall be successful in its attempts of seeking opportunities of merit to get involved in.





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It should be noted that there are no assurances whatsoever that commercial quantities of minerals will be discovered on the Company's mineral prospects.  Even if minerals are discovered, there are no assurances whatsoever that there will be sufficient quantities or grades, or if there are sufficient quantities or grades, that they can be commercially produced.  Furthermore, it should be noted that Luckys investment in the on-line gaming software or its investment in the Inter-Café Project or its investment in the marketable securities of a related company may not generate any revenues to Lucky.



Item 4. C.  Organizational Structure



Not Applicable.



Item 4.D.  Property, Plants and Equipment



I.Extra High Property, Kamloops Mining Division, British Columbia, Canada



On March 26, 2004, Lucky entered into an Option Agreement (See Exhibit *9.1 - Attached) with an arms length party (the Optionor) to acquire, under certain terms and conditions, a 100% undivided interest, subject to a 11⁄2% Net Smelter Returns Royalty, in the Extra High Property, which is located in the Province of British Columbia, Canada.  Pursuant to the Option Agreement, Lucky is required to make staged cash payments to the Optionor totalling $150,000 of which $15,000 has already been paid and, must incur exploration expenditures on the Extra High Property totalling $500,000 over a period of 3 years.  Upon acquiring the 100% undivided interest, Lucky may purchase 50% of the Net Smelter Returns Royalty (i.e, 0.75%) by making a cash payment of $500,000 to the Optionor.



Pursuant to the Option Agreement, any claims staked within 1 (one) kilometre from the outermost boundary of the optioned 10 (ten) claims shall be deemed to be an area of common interest and shall thus be subject to the Option Agreement.  During April and May, 2004, Paul Watt staked an additional 25 (twenty-five) claims surrounding the 10 (ten) optioned mineral claims, which are all now subject to the Property Option Agreement as mentioned above.



Exploration for natural resources involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome.  It is quite possible that Lucky might lose all its investment in the Extra High Property and might have to write-off, in its entirety, Luckys investment in the Extra High Property.



It should be noted that there are no assurances whatsoever that commercial quantities of minerals can be discovered on the Extra High Property, or, if discovered, that they can be developed or placed into commercial production.  Furthermore, there are no known bodies of commercial ore on the Extra High Property.



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Legal Description of Property.



The Extra High Property Claims are located in the Kamloops Mining Division of the Province of British Columbia and are more particularly described as follows:



Claim NameUnitsTenure No.Current Expiry Date


Extra High 11376044May 6, 2005Extra High 21376045May 6, 2005Extra High 31376046May 6, 2005Extra High 41376047May 6, 2005Extra High 51409315April 3, 2005Extra High 61376049May 6, 2005Extra High 71409316April 3, 2005Extra High 81376051May 6, 2005Extra High 91376610May 6, 2005Extra High 101409317April 2, 2005Extra High 111376612May 6, 2005Extra High 121409318April 2, 2005Extra High 131376614May 6, 2005Extra High 141409319April 2, 2005Extra High 151376616May 6, 2005Extra High 161409320April 2, 2005Extra High 171409321April 3, 2005Extra High 181409322April 2, 2005Extra High 191409323April 5, 2005Extra High 201410439April 28, 2005Extra High 211409324April 3, 2005Extra High 221409325April 3, 2005Extra High 231409326April 3, 2005Extra High 241409327April 3, 2005Extra High 251409328April 3, 2005Extra High 261409329April 4, 2005Extra High 271409330April 4, 2005Extra High 281409331April 4, 2005Extra High 291409332April 4, 2005Extra High 301409333April 4, 2005Extra High 311409334April 4, 2005Extra High 321410440May 15, 2005Extra High 331410441May 15, 2005Extra High 341410442May 15, 2005Extra High 351410443May 15, 2005




In the spring of 2004, Lucky commissioned Erik Ostensoe, P. Geo., to prepare an independent report to include a review and a recommended program of work to explore the mineral potential on the Extra High Property.  His technical report on the Extra High Property, pursuant to National Policy 43-101, was completed on April 22, 2004 and has been filed by the Company on www.Sedar.com . There are no assurances whatsoever that the Company shall conduct the recommended program of work to explore the mineral potential on the Extra High Property.



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II.Lithium Properties, Ontario, Canada



The Company holds a 100% interest in 45 mining claims in five claim groups that are located in the Nipigon area of north western Ontario and which are: the Noranda-McVittie group, the Newkirk-Vegan group, the Jean Lake Group, the Hanson Lake group and the Foster-Lew group.

Name of Claim GroupNo. of ClaimsNoranda-McVittie6Newkirk-Vegan8Jean Lake25Hanson Lake2Foster-Lew4




All claims have achieved "Mining Lease Status" declaring them in good standing for 21 years commencing from May 1, 1989 with respect to the Newkirk-Vegan group, June 1, 1989 with respect to the Noranda-McVittie and the Jean Lake groups, and February 1, 1990 with respect to the Hanson Lake and the Foster-Lew groups.



At the end of the year 2000, the Company wrote-off these properties.  The Company does not have any plans to conduct any types of works on these Lithium properties.



It should be noted that there is no assurance that commercial quantities of minerals can be discovered on the Company's Lithium properties or, if discovered, that they can be developed or placed into commercial production.  Furthermore, there are no known bodies of commercial ore on the Company's properties.



III. On-line Gaming Software.



The Company entered into a Licensing Agreement on November 4, 2002 with Las Vegas from Home.com Entertainment Inc. (Las Vegas) a related company, [See Exhibit 1.4 - Incorporated by reference] for the joint development of certain on-line gaming software consisting of three card games; Pan, Big 2, and Chinese Poker, (the three card games software). The Company has paid to Las Vegas the agreed license fee of $200,000 for the three card games software.  The three card games software is equally owned by the Company and Las Vegas.  Las Vegas shall be the operator of the three card games software. The Company shall receive 40% and Las Vegas shall receive 60% of all revenues that shall be generated from the operation of the three card games software.  As at December 31, 2003, the Companys share of revenues from the three card games software was $100,951 (2002: $Nil) and, $37,608 for the three month period ended March 31, 2004, (2003: $3,643).



IV. Investment in the Inter-Café Project.



The Company entered into an Investment Agreement [See Exhibit *9.2 - Attached]on January 26, 2004 with Interfranchise Inc., whereby the Company purchased a 10% interest in the Inter-Café Project for $90,000.  The Inter-Café Project is still in its conceptual stage and has not yet been developed.  There are no assurances whatsoever that the Inter-Café Project will ever be developed or if developed, shall prove to be successful.  It is quite possible that the Company may lose its investment in the Inter-Café Project and the Company may have to write-off, in its entirety, its investment in the Inter-Café Project.





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V. Securities of a related company.



On January 20, 2004, the Company entered into a Private Placement Financing Agreement with Las Vegas from Home.com Entertainment Inc. (Las Vegas) a related company, whereby the Company acquired, for investment purposes, 1,250,000 common shares in the capital of Las Vegas (the Las Vegas Securities) at the price of Canadian $0.32 per common share, for a total amount of Canadian $400,000. The final approval from the TSX Venture Exchange for this transaction was obtained by Las Vegas on February 19, 2004.  The 1,250,000 Las Vegas Securities were issued to the Company and have a hold period expiring on June 20, 2004 (the Restricted Period).



On February 12, 2004, the Company entered into a Non-Brokered Private Placement Financing Agreement with Las Vegas, whereby the Company acquired, for investment purposes, 2,750,000 common shares in the capital of Las Vegas (the Las Vegas Securities) at the price of Canadian $0.30 per common share, for a total amount of Canadian $825,000.    The final approval from the TSX Venture Exchange for this transaction was obtained by Las Vegas on February 19, 2004.  The 2,750,000 Las Vegas Securities were issued to the Company and have a hold period expiring on June 20, 2004 (the Restricted Period).



The Company may in the future either increase or decrease its investment in Las Vegas.  The Company is exposed to significant market risk with respect to the Las Vegas Securities.



Item 5.  OPERATING AND FINANCIAL REVIEW AND PROSPECTS



Item. 5.A.  Results of Operations



All financial figures presented herein are expressed in Canadian Dollars (CDN$) unless otherwise specified.  Selected annual information from the audited financial statements for the three years ended December, 31, 2003, 2002 and 2001 is shown in the following table:

Year Ended December 31, 2003Year Ended December 31, 2002Year Ended December 31, 2001Revenue$100,951$0$0Interest Income1,421356420Loss before other items201,763449,753303,483Basic and diluted loss per common share before other items0.000.120.44Net loss40,175449,397291,116Basic and diluted net loss per common share0.000.120.45Total Assets778,31252,95355,422Long term financial obligations4,4404,4404,440Cash dividendsNilNilNil




For the twelve month period ended December 31, 2003, the Company has recorded Revenue of $100,951





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(2002: $0; 2001: $0) generated from the Companys investment in the three card games Software.  Interest Income of $1,421 (2002: $356; 2001: $420) increased as a result of interest earned on higher cash balances in the bank.  The Loss before other items $201,763 (2002:$449,753; 2001:$ 303,483) and the basic and diluted loss per common share before other items of $0.00 (2002:$0.12; 2001:$0.44) does not take into account the one-time gain from the dissolution of Blue Rock Mining Inc., the gain on the sale of marketable securities and interest income.  The Net Loss of $40,175 (2002: $449,397; 2001: $291,116) was reduced as a result of increased revenue and interest income, a net profit from the disposition of marketable securities, a one time gain from the dissolution of Blue Rock Mining Inc., and, a reduction in operating expenses, and, as a result, the basic and diluted net loss per common share was $0.00 (2002: $012; 2001: $0.45).  Total Assets of $778,312 (2002: $52,953; 2001: $55,422) comprises cash and term deposits, marketable securities, receivable from related parties, cash held on behalf of a related party, deposit on the investment in the Inter-Café Project, and property and equipment. The Company has an operating equipment lease (Long term financial obligation) with minimum annual payments of $4,440 (2002: $4,440; 2001: $4,440) expiring in 2005.  Since its incorporation, the Company has not paid any cash dividends and does not plan to pay any cash dividends in the future.  (See Item 3.A. Selected Financial Data, Page 4, Table II for U.S GAAP).



The weighted average number of common shares was 8,446,237 in 2003 as compared to 3,701,242 for the same period in 2002 and, 652,905 for the same period in 2001.



The Companys rent expense for office premises was $7,090 for the twelve month period ended December 31, 2003, (2002: $5,153; 2001: $13,013).



Advertising and promotion expenses in 2003 were $692 (2002:$50; 2001: $1,147), the salaries and benefits during the period endedDecember 31, 2003 were $24,839 (2002: $7,323;2001: $36,161).  Breakdown of Salaries and benefits totalling $24,839 are as follows:  Payroll- $723; Contributed Surplus- $3,460; Employee benefits- $17,305; and Automobile- $3,351.  The payroll is for 4 employees.  Employee benefits consist of medical, dental and long-term disability for the employees and certain directors of the Company.  The automobile costs relate to parking costs, automobile repairs, and gas bills incurred by certain directors and two employees of the Company.  Contributed Surplus of $3,460 (2002: $0; 2001: $0) represents stock option related (non-cash) expenses to the Company.



No exploration expenditures were incurred during the years 2003, 2002, and 2001.  Revenues of $100,951 were generated during 2003 (2002: $0; 2001: $0).  Amortization expenses in 2003 were $6,686 (2002: $6,687; 2001: $9,190).  Finance, interest and foreign exchange losses during 2003 were $ 3,202 (2002: $8,908; 2001: $14,279).



The write-down of mineral properties during 2003, 2002 and 2001 was $Nil.   Under Canadian GAAP, the Company had a net loss of $40,175(2002:$449,397; 2001: $291,116).  The Company had a basic and diluted loss per common share of $0.00 in 2003; ($0.12 in 2002; $0.44 in 2001). The basic and diluted net loss was $0 (2002: $0.12; 2001: $0.45).  (See Item 3.A. Selected Financial Data, Page 4, Table II for U.S GAAP).



On February 4, 2003, the Company received notice from Grant, Thornton LLP, Chartered Accountants of Vancouver, British Columbia of their resignation as the Companys auditors.  Smythe Ratcliffe, Chartered Accountants of Vancouver, British Columbia (hereinafter referred to as Smythe Ratcliffe) (See Exhibit 1.7 - Incorporated by reference) have agreed to be engaged as auditors of the Company.  Shareholders of the Company approved the appointment of Smythe Ratcliffe as the auditor of the



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Company to hold office until the next Annual General Meeting of the Shareholders at a remuneration to be fixed by the Board of Directors.  The Reporting Package required pursuant to National Policy 31 (Canada) is incorporated by reference. (See Exhibit 1.7 Incorporated by reference).



The Board of Directors of the Company resolved to adopt a 2003 Stock Option Plan [See Exhibit 1.3 Incorporated by reference] which provided for the granting of incentive stock options to directors, officers, employees and consultants of the Company entitling them to purchase up to 968,708 common shares in the capital stock of the Company.  The 2003 Stock Option Plan was in addition to the existing 2002 Stock Option Plan (713,707 authorized for granting). [See Exhibit 1.5 - Incorporated by reference]



The Companys 2003 Annual General Meeting of its shareholders was held in Vancouver, British Columbia on Thursday, May 29, 2003.  All the resolutions that were proposed by Management received approval of the Companys Shareholders.  Furthermore, there was no other business brought before the meeting.  Shareholder Approval was 99.99% with respect to Smythe, Ratcliffe, Chartered Accountants who were appointed as the Companys Auditors, and who have agreed to be engaged as auditors of the Company.  Shareholder approval was 99.97% with respect to the approval of the Companys 2003 Stock Option Plan, [See Exhibit 1.3 Incorporated by reference].



During the twelve month period ended, December 31, 2003 the Company acquired, by means of Private Placement Financing Agreements 6,500,000 common shares in the capital of Las Vegas from Home.com Entertainment Inc., a related company, (the Las Vegas Securities) at prices ranging between $0.10 and $0.14 per common share for a total amount of $720,000.  The Company sold 2,500,000 common shares of the Las Vegas Securities at an average price of $0.14 per common share for a net profit of $354,295 and has, as a result, realized a gain on the sale of some of the Las Vegas Securities.The cost of marketable securities was $528,200 (2002 - $4; 2001: $0).  The market value of these securities was $850,500.  The Company held $520,000 (market value - $840,000) of Las Vegas Securities.



During the three month period ended March 31, 2004, the Company sold the remaining 4,000,000 shares of the Las Vegas Securities which the Company had in its portfolio at an average price of $0.31 per common share to net the Company $1,240,000.  Subsequently, the Company acquired by means of Private Placement Financing Agreements 4,000,000 Las Vegas Securities at prices ranging between $0.30 and $0.32 per common share for a total amount of $1,225,000.Marketable securities are valued at the lower of cost and market at the balance sheet date.  The cost of all marketable securities which the Company holds is $1,233,200.  The market value of these securities is $1,088,200.  The Company holds 4,000,000 Las Vegas Securities (market value - $1,080,000).



During 2003, the Company entered into a non-brokered private placement with Bedo H. Kalpakian and Jacob H. Kalpakian for 850,000 units of the Company's securities at the price of $0.10 per unit, for total proceeds of $85,000.  Bedo H. Kalpakian and Jacob H. Kalpakian are directors and officers of the Company.  Each unit consists of one flow-through common share and one non-transferable share purchase warrant.  Each share purchase warrant entitles the holder thereof to purchase an additional common share at an exercise price of $0.15 per common share if exercised in the first year and at an exercise price of $0.20 per common share if exercised in the second year.



During 2003, the Company entered into a non-brokered private placement agreement with an investor in respect to the issuance of 1,125,000 common shares at a price of $0.40 per share for gross proceeds of $450,000.



During 2003, the Company entered into a non-brokered private placement with an individual for 300,000 common shares at the price of $1.00 per share, for total proceeds of $300,000.  A finders fee of 10% was paid to an arms length third party in respect to this non-brokered Private Placement Financing.



During 2003, the Company entered into a non-brokered private placement with an individual for 250,000



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common shares at the price of $0.60 per share, for total proceeds of $150,000.  A finders fee of 10% was paid to an arms length third party in respect to this non-brokered Private Placement Financing.



On August 15, 2003, the Company entered into a Debt Settlement Agreement with J.W. Murton & Associates, (the Creditor) a company owned by a director of the Company.  A total of 89,985 common shares at a price of $0.20 per share have been issued in full satisfaction of the debt totalling $17,997 which was owed by the Company to the Creditor.  [See Exhibit *9.4 Attached]



The Company entered into an investment agreement on January 26, 2004 with Interfranchise Inc. whereby the Company purchased a 10% interest in the Inter-Café Project for $90,000.  The Inter-Café Project is still in its conceptual stage and has not yet been developed.



On March 10, 2004, the Company entered into a non-brokered private placement with Bedo H. Kalpakian and Jacob H. Kalpakian for 1,000,000 Flow-Through Share Units at the purchase price of $0.10 per unit for total proceeds of $100,000. Bedo H. Kalpakian and Jacob H. Kalpakian are directors and officers of the Company.  Each unit consists of one flow-through common share and one non-transferable share purchase warrant.  Each share purchase warrant entitles the holder thereof to purchase an additional common share at an exercise price of $0.15 per common share if exercised in the first year and at an exercise price of $0.20 per common share if exercised in the second year



On March 26, 2004, the Company entered into a Property Option Agreement with an arms length party (the Optionor) to purchase, under certain terms and conditions, a 100% undivided interest, subject to a 11⁄2% Net Smelter Returns Royalty, in the Extra High Property which is located in the Kamloops Mining Division in the Province of British Columbia (see Exhibit 9.1  Attached).  In the spring of 2004, Lucky commissioned an independent review of the Extra High Property by Erik Ostensoe, P. Geo., who prepared a report, dated the 22nd day of April, 2004 titled National Policy 43-101 Report, Extra High Property, Kamloops Mining Division, British Columbia.  The report recommends exploration work programs be carried out on the Extra High Property in order to evaluate the mineral potential of the Extra High Property.  This report has been filed on www.Sedar.com by the Company.



The Company entered into a Debt Settlement Agreement on April 8, 2004 (See Exhibit *9.5 Attached) for the geological services provided by a company owned by a director of the Company whereby a total of 22,827 common shares of the Company were issued in full satisfaction of the debt totalling $3,424.



The Board of Directors of the Company resolved to adopt on April 12, 2004, subject to shareholder approval, the 2004 Stock Option Plan [See Exhibit *9.1 Attached] which provides for the granting of incentive stock options to directors, officers, employees and consultants of the Company entitling them to purchase up to 20% of the issued and outstanding common shares of the Company as of the day of granting.  The 2004 Stock Option Plan replaces the Companys 2002 and 2003 Stock Option Plans.



At the 2004 Annual General Meeting of the shareholders of the Company which was held on April 30, 2004, the shareholders approved the Audited Financial Statements for the year ended December 31, 2003 and the Auditors report thereon; the re-election of the Companys Board of Directors; the re-appointment of the Companys Auditor, Smythe Ratcliffe, for the ensuing year and, the adoption of the Companys 2004 Stock Option Plan (See Exhibit 1.8 Incorporated by reference)  whereby the Company may reserve for granting to directors, officers, employees and consultants up to 20% of the issued and outstanding common shares of the Company calculated from time to time on a rolling basis.  The material terms of the 2004 Stock Option Plan are outlined in the Companys Information Circular included with the Notice of Annual General Meeting (See Exhibit 1.8  Incorporated by reference) which has been filed on www.Sedar.com .



Disclosure of the differences between accounting principles and practices generally accepted in Canada and those generally accepted in the United States and required by the SEC, is included in Note 12 of the



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financial statements included in Item 17 of the Annual Report.



The Company is currently seeking the possibilities of getting involved in projects of merit.



The Company had no meaningful earnings during 2003 and does not expect to have any meaningfulearnings in the future.  However, in the past, the Company has been successful in securing equity and debt financings in order to conduct its operations uninterruptedly.  While the Company does not give any assurances whatsoever that in the future it will continue being successful in securing equity and debt financings in order to conduct its operations uninterruptedly, it is the Companys intention to pursue these methods for future funding of the Company.



Summary of Quarterly Results



The following are the unaudited results for the thirteen most recent quarterly periods, starting with the three month quarterly period ended March 31, 2004:



For the Quarterly Periods ending on:March 31,
2004December 31,
2003September 30,
2003June 30,
2003March 31,
2003Total Revenues$37,77038,34653,2975,0384,270Income (loss) before other items(137,756)(77,508)(19,711)(70,318)(34,226)Earnings (loss) per common share before other items(0.01)(0.00)(0.00)(0.00)(0.00)Fully diluted earnings (loss) per common share before other items(0.00)(0.00)(0.00)(0.00)(0.00)Net income (loss) for the period425,029(20,211)234,584(220,322)(34,226)Basic net earnings (loss) per share0.04(0.00)0.03(0.03)(0.01)Diluted net earnings (loss) per share0.02(0.00)0.01(0.01)(0.00)




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For the Quarterly Periods ending on:December 31, 2002September 30, 2002June 30,
2002March 31,
2002December 31, 2001Total Revenues$314288656Income (loss) before
other items(252,210)(51,943)(70,115)(75,129)(30,801)Earnings (loss) per common share before other items(0.03)(0.00)(0.02)(0.02)(0.01)Fully diluted earnings (loss) per common share before other items(0.01)(0.00)(0.01)(0.02)(0.01)Net income (loss) for the period(252,209)(51,944)(70,115)(75,129)(30,801)Basic net earnings (loss) per share(0.07)(0.02)(0.05)(0.03)(0.01)Diluted net earnings (loss) per share(0.02)(0.00)(0.01)(0.02)(0.01)






For the Quarterly Periods ending on:September 30, 2001June 30,
2001March 31,
2001Total Revenues$79131154Income (loss) before
other items(31,710)(160,278)(80,274)Earnings (loss) per common share before other items(0.01)(0.05)(0.03)Fully diluted earnings (loss) per common share before other items(0.01)(0.04)(0.02)Net income (loss) for the period(24,475)(155,566)(80,274)Basic net earnings (loss) per share(0.01)(0.05)(0.03)Diluted net earnings (loss) per share(0.01)(0.04)(0.02)






For the quarterly period ending March 31, 2003, the Company started receiving revenue from its investment in the three card games software.  The Companys total revenues for the periods ending March 31, 2003, June 30, 2003, September 30, 2003, December 31, 2003 and March 31, 2004 were mainly generated from the Companys investment in the three card games software.



For the quarterly period ending September 30, 2003, the Company realized a net income of $234,584 as compared to a net (loss) of ($220,322) for the immediately preceding quarter due mainly to the Company realizing a gain on its investment in marketable securities.  As a result, the basic net earnings (loss) per share for the quarterly period ended September 30, 2003 was $0.03 as compared to a (loss) of ($0.03) for the immediately preceding quarterly period, and the diluted earnings (loss) per share was $0.01 as compared to a (loss) of ($0.01) for the immediately preceding quarterly period.



For the quarterly period ended March 31, 2004, the Company realized a net income of $425,029 as





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compared to a net (loss) of ($20,211) for the immediately preceding quarterly period mainly due to the Company realizing a gain on its investment in marketable securities.  As a result, the basic net earnings (loss) per share for the quarterly period ended March 31, 2004 was $0.04 as compared to($0.00) for the immediately preceding quarterly period and the diluted earnings (loss) per share for the quarterly period ended March 31, 2004 was $0.02 as compared to ($0.00) for the immediately preceding quarterly period.



Item 5. B.  Liquidity and Capital Resources



For the twelve month period ended December 31, 2003, the Company had a working capital of $350,438 as compared to a working capital deficit of ($164,169) in the same period of 2002, and a working capital deficit of ($293,463) in the same period of 2001.  For the three month period ended March 31, 2004, the Company had a working capital of $288,525 as compared to a working capital deficit of ($176,728) in the same period of 2003 as compared to a working capital deficit of ($366,921) in the same period of 2002.  The Company has incurred significant operating losses in prior years and has periodically had a working capital deficiency.  Managements efforts are directed at pursuing opportunities of merit for the Company.



During 2004, the Company shall require at least $400,000 so as to conduct its operations uninterruptedly. In order to meet this requirement, the Company intends to seek equity and/or debt financings through private placements and/or public offerings and/or loans.  The Company has limited earnings and does not expect to have any meaningful earnings in the future.  However, in the past, the Company has been successful in securing equity and debt financings in order to conduct its operations uninterruptedly.  While the Company does not give any assurances whatsoever that in the future it will continue being successful in securing equity and/or debt financings in order to conduct its operations uninterruptedly, it is the Companys intention to pursue these methods for future funding of the Company.



As at May 31, 2004, the Company has granted 1,332,186 stock options which are exercisable at prices ranging between U.S$0.15 and Cdn$2.25 per common share and the Company has issued 8,290,000 warrants which are exercisable at prices ranging between Cdn$0.15 to $0.20 per common share, to various parties.  Should any outstanding stock options or warrants be exercised by any party, then any funds received by the Company shall be used for working capital purposes.  However, there are no assurances whatsoever that any stock options or warrants will be exercised before their respective expiry dates.



During the year ended December 31, 2002 no stock options or warrants were exercised.  During the year ended December 31, 2001, the Company received a total of $34,990 from two directors exercising a total of 20,583 (post consolidated) incentive share purchase options, and the Company received a total of $141,244 from two directors exercising a total of 88,340 (post consolidated) share purchase warrants.



During the twelve month period ended December 31, 2003 no stock options were exercised, 350,000 stock options expired on September 21, 2003 and, on September 23, 2003, 350,000 stock options at an exercise price of U.S $0.15 per share were granted to two directors.  Stock Option Agreements dated March 21, 2003 with two directors for an aggregate of 346,000 shares were amended as to exercise price only to U.S. $0.15 per share.  In addition, 800 stock options, exercisable at CDN $2.25 per share, were cancelled during the fourth quarter ended December 31, 2003.  During the twelve month period ended December 31, 2003 no share purchase warrants were exercised, cancelled or expired, however, 850,000 warrants were issued pursuant to a Non-Brokered Private Placement on December 30, 2003.



During the three month period ended March 31, 2004 no stock options were exercised, granted or cancelled, however, 346,000 stock options expired on March 21, 2004.  During the three month period ended March 31, 2004 no share purchase warrants were exercised, cancelled or expired, however, 1,000,000 warrants were issued pursuant to a Non-Brokered Private Placement on March 10, 2004.



During the twelve month period ended, December 31, 2003 the Company acquired, by means of Private



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Placement Financing Agreements 6,500,000 common shares in the capital of Las Vegas from Home.com Entertainment Inc., a related company, (the Las Vegas Securities) at prices ranging between $0.10 and $0.14 per common share for a total amount of $720,000.  The Company sold 2,500,000 common shares of the Las Vegas Securities at an average price of $0.14 per common share for a net profit of $354,295 and has, as a result, realized a gain on the sale of some of the Las Vegas Securities.The cost of marketable securities was $528,200 (2002 - $4; 2001: $0).  The market value of these securities was $850,500.  The Company held $520,000 (market value - $840,000) of Las Vegas Securities.  During the three month period ended March 31, 2004, the Company sold the remaining 4,000,000 of the Las Vegas Securities which the Company had in its portfolio at an average price of $0.31 per share to net the Company $1,240,000.  Subsequently, the Company acquired by means of Private Placement Financing Agreements 4,000,000 of Las Vegas Securities at prices ranging between $0.30 and $0.32 per common share for a total amount of $1,225,000.Marketable securities are valued at the lower of cost and market at the balance sheet date.  The cost of all marketable securities which the Company holds is $1,233,200.  The market value of these securities is $1,088,200.  The Company holds 4,000,000 Las Vegas Securities (market value - $1,080,000) which are restricted from trading until June 20, 2004.  The Company may either increase or decrease its investment in the Las Vegas Securities.



During 2003, the Company entered into a non-brokered private placement with Bedo H. Kalpakian and Jacob H. Kalpakian for 850,000 units of the Company's securities at the price of $0.10 per unit, for total proceeds of $85,000.  Each unit consists of one flow-through common share and one non-transferable share purchase warrant.  Each share purchase warrant entitles the holder thereof to purchase an additional common share at an exercise price of $0.15 per common share if exercised in the first year and at an exercise price of $0.20 per common share if exercised in the second year.



During 2003, the Company entered into a non-brokered private placement agreement with an investor in respect to the issuance of 1,125,000 common shares at a price of $0.40 per share for gross proceeds of $450,000.



During 2003, the Company entered into a Debt Settlement Agreement (See Exhibit *9.4  Attached) with J.W. Murton & Associates, (the Creditor) a company owned by a director of the Company.  A total of 89,985 common shares at a price of $0.20 per share have been issued in full satisfaction of the debt totalling $17,997 which was owed by the Company to the Creditor.



During 2003, the Company entered into a non-brokered private placement with an individual for 300,000 common shares at the price of $1.00 per share, for total proceeds of $300,000.  A finders fee of 10% was paid to an arms length third party in respect to this non-brokered Private Placement Financing.



During 2003, the Company entered into a non-brokered private placement with an individual for 250,000 common shares at the price of $0.60 per share, for total proceeds of $150,000.  A finders fee of 10% was paid to an arms length third party in respect to this non-brokered Private Placement Financing.



On March 10, 2004, the Company entered into a non-brokered private placement with Bedo H. Kalpakian and Jacob H. Kalpakian for 1,000,000 Flow-Through Share Units at the purchase price of $0.10 per unit for total proceeds of $100,000. Each unit consists of one flow-through common share and one non-transferable share purchase warrant.  Each share purchase warrant entitles the holder thereof to purchase an additional common share at an exercise price of $0.15 per common share if exercised in the first year and at an exercise price of $0.20 per common share if exercised in the second year.



The Company entered into a Debt Settlement Agreement on April 8, 2004 (See Exhibit *9.5 - Attached) for the geological services provided by a company owned by a director of the Company whereby a total of 22,827 common shares of the Company were issued in full satisfaction of the debt totalling $3,424.



The Companys financial statements have been prepared in conformity with Canadian generally accepted



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accounting principles.  Accounting principles generally accepted in Canada differ in certain significant respects from accounting principles generally accepted in the United States of America and are discussed in Note 12 to the Financial Statements in Item 17 of this Annual Report on Form 20-F.



Item 5.C.  Research and development, patents and licences, etc.



The Company does not have a research and development department nor does it have any patents or licenses.



Item 5.D.  Trend Information



The Marketplace for the on-line three card games software, which the Company has an interest in, is constantly undergoing changes.  The operation of the Companys on-line three card games software in which the Company has an interest will rely on the Internet as a means of promoting and selling the card games.  The Internet continues to change and evolve in both its systems and its accepted methods of marketing. The online gaming industry is intensely competitive in all of its respective phases and furthermore it is subject to changes in customer preferences.  Changes in international Governmental regulations and laws could adversely affect the online gaming industry.  Changes in policies of companies or banks that handle credit card transactions for on-line gaming could have an adverse impact on the affairs of the Company.



In respect to the Companys Lithium and Extra High Properties, the exploration of mineral properties involves significant risks which even experience, knowledge and careful evaluation may not be able to avoid.  The prices of metals have fluctuated widely, particularly in recent years as they are affected by numerous factors which are beyond the Companys control including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities and increased production due to new extraction methods.  The effect of these factors on the prices of metals, and therefore the economic viability of the Companys mineral exploration properties cannot be accurately predicted.  Furthermore, changing conditions in the financial markets, and Canadian Income Tax legislation may have a direct impact on the Companys ability to raise funds for its mineral exploration properties.  A drop in the availability of equity financings will likely impede spending on mineral properties.



Item 5.E.  Off balance sheet arrangements.



The Company has no off balance sheet arrangements whatsoever and the Companys financial information including its balance sheet and income statement have been fairly represented in accordance with generally accepted accounting principles.





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Item 5.F.  Tabular disclosure of contractual obligations



The Company has no Long Term Debt Obligations, Capital Lease Obligations, Purchase Lease Obligations or Other Long Term Liabilities reflected on the Companys Balance Sheet however, the Company has the following Operating Lease Obligations:-



Contractual ObligationsPayments due by periodTotalLess than 1 Year1-3
years3-5 yearsMore than
5 years[Long Term Debt Obligations]n/an/an/an/an/a[Capital (Finance) Lease Obligations]n/an/an/an/an/a[Purchase Lease Obligations]n/an/an/an/an/aOperating Lease Obligations
Photocopier-December 2005
Postage Machine-February 2006$    8,510
$    2,590$    4,440
$    1,195$     4,070
$     1,395n/an/aOther Long Term Liabilities Reflected on the Companys Balance Sheet under the GAAP of the primary financial statementsn/an/an/an/an/aTotal$  11,100$    5,635$     5,465n/an/a




Item 5.G.  Safe Harbor



In respect to information covered by Items 5.E. and 5.F., all financial information and statements have been fairly represented in accordance with generally accepted accounting principles.



Special Note regarding Forward-Looking Statements



We make certain forward looking-statements in this Form 20-F within the meaning of Section 27A of the Securities Act 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, relating to our financial condition, profitability, liquidity, resources, business outlook, proposed acquisitions, market forces, corporate strategies, contractual commitments, capital requirements and other matters.  The Private Securities Litigation Reform Act of 1995 provides a safe harbour for forward-looking statements.  To comply with the terms of the safe harbour, we note that a variety of factors could cause our actual results and experience to differ substantially from the anticipated results or other expectations expressed in our forward-looking statements.  When words and expressions such as: believes, expects, anticipates, estimates, plans,  intends, objectives, goals, aims, projects, forecasts, possible, seeks, may, could, should, might, likely, enable or similar words or expressions are used in this Form 20-F, as well as statements containing phrases such as in our view, there can be no assurances, although no assurances can be given, or there is no way to anticipate with certainty, forward-looking statements are being made.  These forward-looking statements speak as of the date of this Form 20-F.



The forward-looking statements are not guarantees of future performance and involve risk and uncertainties.  These risks and uncertainties may affect the operation, performance, development and results of our business and could cause future outcomes to differ materially from those set forth in our forward-looking statements.  These statements are based on our current beliefs as to the outcome



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projected or implied in the forward-looking statements.  Further, some forward-looking statements are based upon assumptions of future events which may not prove to be accurate.  The forward-looking statements involve risks and uncertainties including, but not limited to, the risks and uncertainties referred to in Item 3.D. RISK FACTORS, and elsewhere within the document and in other of our filings with the Securities and Exchange Commission.



We undertake no obligation to publicly update or revise any forward-looking statements as a result of future developments, events and conditions outside of our control.  New risk factors emerge from time to time and it is not possible for us to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ significantly from those forecast in any forward-looking statements.  Given these risks and uncertainties, investors should not overly rely or attach undue weight to forward-looking statements as an indication of our actual future results.



ITEM 6.  DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES



As of May 31, 2004the name, municipality of residence and the principal occupation of the directors and officers of the Company are the following:

Name and municipality of residencePosition with the RegistrantDate of BirthPrincipal occupationTerm of OfficeBedo H. Kalpakian*
Vancouver, B.C. CanadaPresident and DirectorMay 14, 1946President of Registrant; Chairman of Las Vegas From Home.com Entertainment Inc.Director:- 1984 to Present;  President:- 1991 to PresentJacob H. Kalpakian
Vancouver, B.C. CanadaVice President and DirectorOctober 18, 1968Vice President of Registrant; President of Las Vegas From Home.com Entertainment Inc1991 to PresentGregory T. McFarlane*
Las Vegas, NV, USADirectorNovember 13, 1968Advertising copywriter with Schadler Kramer Advertising, Las Vegas, Nevada and DRGM Advertising and Public Relations1992 to PresentJames Wayne Murton*
Kelowna, B.C. CanadaDirectorNovember 2, 1937President of J.W. Murton & Associates, a private geological engineering and mining services company.1999 to PresentPenilla Klomp
Richmond, B.C. CanadaCorporate SecretaryAugust 23, 1962Corporate Secretary of the Registrant and of Las Vegas From Home.com Entertainment Inc.May 1, 2003 to Present


*Members of audit committee.

Jacob H. Kalpakian is the nephew of Bedo H. Kalpakian.  All directors serve for a term of one year until the next annual general meeting or until the date of their resignation, whichever occurs first.  Penilla Klomp was appointed an Officer (Corporate Secretary) of the Company as of May 1st, 2003.



There are no arrangements or understandings whatsoever with major shareholders, customers, suppliers or others pursuant to which any person referred to above was selected as a director or member of senior management.





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Item 6.B.  Compensation



Total cash remuneration paid to all directors and officers of the Company for the period ended December 31, 2003 amounted to $227,742.  Certain directors of the Company are compensated for automobile expenditures and furthermore, certain directors, officers and employees of the Company are covered under a group medical and dental insurance plan.  Presently there exists no plan regarding directors' and officers' pension, retirement or other similar benefits.  Furthermore, there are no amounts set aside or accrued by the Company to provide pension, retirement or similar benefits.  A director of the Company was issued (during 2003 and 2004) an aggregate of 112,812 common shares in the capital of the Company in settlement of debts totalling $ 21,421 representing geological services rendered to the Company (See Exhibits *9.4 & *9.5  Attached).



On February 20, 2002, pursuant to a Directors Resolution, the May 4, 1994 Management Services Agreement between the Company, Bedo H. Kalpakian, Jacob H. Kalpakian and Kalpakian Bros. of B.C. Ltd. was terminated and a new Management Services Agreement between the Company, Bedo H. Kalpakian, Jacob H. Kalpakian and Kalpakian Bros. of B.C. Ltd. dated February 20, 2002 was approved and adopted (New Management Services Agreement).  The New Management Services Agreement became effective on November 1, 2001, as amended on August 14, 2003 by directors resolution,and is renewable on a year by year basis, unless terminated as stipulated in the New Management Services Agreement.  The New Management Services Agreement has been renewed and is currently in good standing. The New Management Services Agreement may be terminated at anytime by either party on three months written notice.  Pursuant to the New Management Services Agreement, the monthly salary paid to Kalpakian Bros. of B.C. Ltd. is $20,000 per month and the Company shall reimburse Kalpakian Bros. of B.C. Ltd. for all travelling and other expenses incurred by Kalpakian Bros. of B.C. Ltd. on behalf of the Company (See Exhibit 1.6 Incorporated by reference).  During the twelve month period ended December 31, 2003, the Company paid management fees totalling $180,000 indirectly to Bedo H. Kalpakian and Jacob H. Kalpakian through Kalpakian Bros. of B.C. Ltd. as the Manager of the Company.



Pursuant to indemnity agreements dated April 1, 1993, April 15, 1999, April 1, 2002 and May 1, 2003, between the Company and each of Bedo H. Kalpakian, Jacob H. Kalpakian, Gregory T. McFarlane, J.W. Murton and Penilla Klomp (collectively "the directors and officers"), the Company agreed to indemnify and save the directors and officers, their heirs and personal representatives harmless from and against all costs, charges and expenses arising out of their association with the Registrant.  These costs, charges and expenses include any amounts paid to settle an action or to satisfy a judgement brought or found against the directors and/or officers and any amounts paid to settle an administrative action or proceeding provided that the indemnified party has acted in good faith and in the best interests of the Company.  The Company Act requires a Court Order to be obtained prior to the Company making payment under the indemnity agreements.  To date, the Company has not made any payments under the indemnity agreements.



For the Fiscal year ended December 31, 2003, and up to and including the date of this report (May 31, 2004) no incentive stock options were exercised by any of the Companys directors or officers.





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Incentive stock options held by directors and officers of the Company as of May 31, 2004 are as follows:

NameDate of GrantShares under
Option *Exercise Price per
Share $Expiry DateBedo H. KalpakianOctober 5, 19991,6202.25  CDNOctober 5, 2004February 3, 20003,3332.25 CDNFebruary 3, 2005September 23, 2003175,0000.15 U.S.September 23, 2004April 21, 2004160,5870.15 U.S.April 21, 2005Jacob H. KalpakianOctober 5, 19991,6202.25 CDNOctober 5, 2004February 3, 20003,3332.25 CDNFebruary 3, 2005September 23, 2003175,0000.15 U.S.September 23, 2004April 21, 2004160,5880.15 U.S.April 21, 2005J. Wayne MurtonFebruary 3, 20001,1052.25 CDNFebruary 3, 2005April 21, 2004250,0000.15 U.S.April 21, 2005Greg McFarlaneApril 21, 2004100,0000.15 U.S.April 21, 2005Penilla KlompApril 21, 200450,0000.15 U.S.April 21, 2005Total1,082,186


*One option is required to buy one common share.

Item 6.C.  Board Practices



6.C.1.  Directors Terms of service.



All directors are elected annually by the Companys shareholders to serve for a term of one year until the next annual general meeting of the shareholders or until the date of their resignation or the appointment of their successors, whichever occurs first.  All directors may be annually re-elected by the Companys shareholders at the annual general meeting of the shareholders for additional one year terms.  Bedo H. Kalpakian has served as a director since 1984; Jacob H. Kalpakian has served as a director since 1991; Greg McFarlane has served as a director since 1992 and Wayne Murton has served as a director since 1999.



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6.C.2.  Details of Directors Service Contracts.



Pursuant to a Directors Resolution dated February 20, 2002, the May 4, 1994 New Management Services Agreement between the Company, Bedo H. Kalpakian and Jacob H. Kalpakian and Kalpakian Bros. of B.C. Ltd. was terminated and a New Management Services Agreement between the Company, Bedo H. Kalpakian, Jacob H. Kalpakian and Kalpakian Bros. of B.C. Ltd. dated November 1, 2001 was approved and adopted (New Management Services Agreement).  The New Management Services Agreement became effective as of November 1, 2001, and shall be automatically renewed on a year by year basis, unless terminated as stipulated in the New Management Services Agreement. On August 14, 2003 an addendum to the New Management Services Agreement was approved by the Companys Board of Directors with both Bedo H. Kalpakian and Jacob H. Kalpakian abstaining from the vote whereby the Companys Board approved the increase of the monthly fee payable to Kalpakian Bros. of B.C. Ltd., to CDN$20,000 plus G.S.T. effective as of July 1st, 2003.  The New Management Services Agreement may be terminated at anytime by either party on three months written notice.



For the twelve month period ended December 31, 2003, the Company has paid to Kalpakian Bros. of B.C. Ltd. $180,000 (2002: $140,000; 2001: $150,000) pursuant to the New Management Services Agreement.   For the three month period ended March 31, 2004, the Company has paid $60,000 (2003: $17,200; 2002: $50,000).



6.C.3.  Details relating to the Companys audit committee and remuneration committee.



All directors are elected annually by the Companys shareholders to act as directors of the Company for a term of one year.  The Companys audit committee is appointed on an annual basis by the Companys directors.  The Companys audit committee consists of the following directors; Bedo H. Kalpakian, Gregory McFarlane and Wayne Murton.  The majority of the members of the audit committee must be made up of directors who are not officers of the Company.  In the event that an audit committee member resigns prior to the expiry of the one year term, then the remaining directors of the Company shall appoint another director of the Company as a replacement member in the audit committee.  The Company does not have a remuneration committee largely due to its size.  The audit committee is also responsible to monitor compliance of the Companys Code of Ethics (see item 16.B)



Item 6.D.  Employees



The Company employs 4 people in Administration and 2 in Management.



The Companys employees are not represented by a union or other collective bargaining organization and the Company has not experienced a work stoppage by its employees.  The Company believes that its employee relations are good.



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Item 6.E.  Share Ownership



The number of common shares without par value beneficially (indirectly or directly) owned by officers and directors of the Company as of May 31, 2004 are as follows:

Name of Director/Officer and
MunicipalityNumber of
Issued CapitalPercentage of the total Issued Share Capital*Bedo H. Kalpakian
    Vancouver, BC, Canada2,161,304 direct
38,307 indirect (1)20.0%Jacob H. Kalpakian
    Vancouver, BC, Canada1,997,420 direct
38,307 indirect (1)18.63%Gregory T. McFarlane
    Las Vegas, Nevada, USANil0%J. Wayne Murton
    Kelowna, BC, Canada112,812 indirect(2)1.0%Penilla Klomp
    Richmond, BC, CanadaNil0%


Notes:*

Based on 10,924,887 issued and outstanding common shares as of May 31, 2004.

(1)

Of these common shares, 38,302 are held by Kalpakian Bros. of B.C. Ltd., and 5 are held by Texas Pacific Minerals Inc., private companies of which Bedo H. Kalpakian and Jacob H. Kalpakian are the principal shareholders.

(2)

Held by J.W. Murton & Associates, a private company of which J. Wayne Murton is the principal shareholder



Item 6.E.2.  Stock Options for Employees



From time to time the Company grants Incentive Stock Options to its directors, officers, employees and consultants.  The incentive stock options entitle the holders to acquire common shares of the Company from treasury.  The incentive stock options are a means of rewarding future services provided to the Company and are not intended as a substitute for salaries or wages, or as a means of compensation for past services rendered.



At the Annual General Meeting of the shareholders which was held on April 30, 2004, the shareholders of the Company approved the Companys 2004 Stock Option Plan (See Exhibit *9.3 Attached) whereby the Company may reserve for granting to directors, officers, employees and consultants up to 20% of the issued and outstanding common shares of the Company calculated from time to time on a rolling basis.  The material terms of the 2004 Stock Option Plan are outlined in the Companys Information Circular included with the Notice of Annual General Meeting (See Exhibit 1.8 Incorporated by reference).



As of May 31, 2004 the following incentive stock options to purchase common shares in the capital of the Company were held by employeesand a consultant of the Company:

OptioneeExpiry DateShares under
Option *Exercise Price per
Share $EmployeesApril 21, 2004150,0000.15 U.S.ConsultantApril 21, 2004100,0000.15 U.S.TOTAL:250,000


*One option is required to buy one common share.





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ITEM 7.  MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS



7.A.1.The Company is a publicly-owned corporation, the common shares of which are owned by Canadian residents, U.S. residents, and residents of other countries.  The Company is neither directly nor indirectly owned or controlled by any other corporation or any foreign government.



As atMay 31, 2004 the following persons or corporations beneficially own, directly or indirectly, or exercise control over shares carrying more than 5% of the issued and outstanding shares of the Company:

Name of Shareholder
And MunicipalityNumber of
Issued CapitalPercentage of the
    Total Issued Share Capital*Bedo H. Kalpakian and
Jacob H. Kalpakian, Vancouver, British Columbia4,158,724 direct(1)
38,307 indirect (2)38.5 %CDS & Co., Toronto, Ontario**7,125,07365.35%Interfranchise Inc. Rosemere, Quebec ***1,125,00010.32 %




(1) Of these common shares, 2,161,304 are held by Bedo H. Kalpakian directly, 1,997,420 are held by Jacob H. Kalpakian
 directly. (2)  Of these common shares, 38,302 shares are held by Kalpakian Bros. of B.C. Ltd., and 5 shares are held by Texas Pacific Minerals Inc., indirectly, private companies of which Bedo H. Kalpakian and Jacob H. Kalpakian are the principal shareholders.

*     Based on10,924,887 issued and outstanding common shares as ofMay 31, 2004.

**  Depository trust which holds shares on behalf of others and the beneficial holders of these shares are not within the knowledge of the Company.

*** Claude Lavigne has a beneficial ownership of 10% or more of Interfranchise Inc.



As atMay 31, 2003 the following persons or corporations beneficially own, directly or indirectly, or exercise control over shares carrying more than 5% of the issued and outstanding shares of the Company:

Name of Shareholder
And MunicipalityNumber of
Issued CapitalPercentage of the                      Total Issued Share Capital*Bedo H. Kalpakian and
Jacob H. Kalpakian, Vancouver, British Columbia2,278,724
    direct(1)
192,807 indirect
(2)29.38 %Interfranchise Inc. Rosemere, Quebec1,525,00018.13 %Penson Canada, Montreal, Quebec1,500,00017.83%Beaumont Capital, Wanchai, Hong Kong1,000,00011.88%CDS & Co., Toronto, Ontario**504,2285.99%Minhas Sayani, Dubai, United Arab Emirates500,0005.94%




(1) Of these common shares, 1,206,304 are held by Bedo H. Kalpakian directly, 1,072,420 are held by Jacob H. Kalpakian
directly. (2)  Of these common shares, 192,802 shares are held by Kalpakian Bros. of B.C. Ltd., and 5 shares are held by Texas Pacific Minerals Inc., indirectly, private companies of which Bedo H. Kalpakian and Jacob H. Kalpakian are the principal shareholders.

*   Based on8,412,075 issued and outstanding common shares as ofMay 31, 2003.

** Depository trust which holds shares on behalf of others and the beneficial holders of these shares are not within the knowledge of the Company.



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As atMay 31, 2002 the following persons or corporations beneficially own, directly or indirectly, or exercise control over shares carrying more than 5% of the issued and outstanding shares of the Company:

Name of Shareholder
And MunicipalityNumber of
Issued CapitalPercentage of the                      Total Issued Share Capital*Bedo H. Kalpakian, Vancouver, British Columbia.113,678**16.31%Jacob H. Kalpakian, Vancouver, British Columbia.141,745**20.33%Cede & Company, New York, New York***58,8618.44%CDS & Co., Toronto, Ontario***575,34282.54%Marc Gugerli, Switzerland40,0008.46%


*Based on 697,075 issued and outstanding common shares as of May 31, 2002.

**Of these shares, 5,500 common shares are held by Pacific Missouri Holdings Inc. 1 common share is held by Texas Pacific Minerals Inc. and 17,506 are held by Kaplakian Bros. of B.C. Ltd. private companies which Bedo H. Kalpakian and Jacob H. Kalpakian are the principal  shareholders

***Depository trusts which hold shares on behalf of others and the beneficial holders of these shares are not within the knowledge of the Company.



7.A.1.(c)All shareholders of the Company have equal voting rights.  Holders of common shares of the Company are entitled to one vote per share at all meetings of shareholders, to receive dividends as and when declared by the Directors, and to receive a pro-rata share of the assets of the Company available for distribution to common shareholders in the event of the liquidation, dissolution or winding up of the Company.  There are no pre-emptive, conversion or surrender rights attached to the common shares of the Company.



7.A.2.As of December 31, 2003, the Company had 9,902,060 issued and outstanding common shares.  The number of outstanding securities of the Company held in the United States and the number of recorded holders thereof were 151,041 outstanding common shares and 1,004 recorded shareholders respectively.



7.A.3.To the best of the Companys knowledge the Company is not controlled directly or indirectly by another corporation or by any foreign government or by any natural or legal person severally or jointly other than as disclosed in 7.A.1.in this Annual Report.



7.A.4.To the best of the Companys knowledge, there are no known arrangements which may at a subsequent date result in a change of control of the Company.



Item 7.B. Related Party Transactions



The Company shares office space with Las Vegas From Home.com Entertainment Inc. (Las Vegas), a company related by common management and directors.  The Company charges Las Vegas for its proportionate share of payroll expenses and other expenses (Las Vegas obligations).  During the twelve month period ended December 31, 2003, Las Vegas has paid to the Company the sum of $185,425 (2002: $174,170: 2001: $145,346) for the Las Vegas obligations which are as follows:  payroll expenses of $155,796 (2002: $142,351; 2001: $115,023) and other expenses of $29,629 (2002: $31,819; 2001: $30,323). Subsequent to August 31, 2001, rent for the office premises is paid by Las Vegas and the Company is charged for its proportionate share which is $7,090 for the twelve month period ended December 31, 2003 (2002: $5,153; 2001: $1,718).



During the three month period ended March 31, 2004, Las Vegas has paid to the Company the sum of



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$47,401(2003: $56,229; 2002: $39,729) for the Las Vegas obligations which are as follows: payroll expenses of $44,133 (2003: $45,884; 2002: $34,065)) and other expenses of 3,268 (2003: $10,345; 2002: $5,664).  Subsequent to August 2001, rent for the office premises is paid by Las Vegas and the Company is charged for its proportionate share which is $1,599 for the three month period ended March 31, 2004. (2003:$1,636; 2002; $1,288).



The Company entered into a Licensing Agreement on November 4, 2002 with Las Vegas from Home.com Entertainment Inc. (Las Vegas) a related company, [See Exhibit 1.4 Incorporated by reference] for the joint development of certain on-line gaming software consisting of three card games; Pan, Big 2, and Chinese Poker, (the three card games software). The Company has paid to Las Vegas the agreed license fee of $200,000 for the three card games software.  The three card games software is equally owned by the Company and Las Vegas.  Las Vegas shall be the operator of the three card games software. The Company shall receive 40% and Las Vegas shall receive 60% of all revenues that shall be generated from the operation of the three card games software.  As at December 31, 2003, the Companys share of revenues from the three card games software was $100,951 (2002: $Nil) and, $37,608 for the three month period ended March 31, 2004, (2003: $3,643).



Pursuant to a Directors Resolution dated February 20, 2002, the May 4, 1994 New Management Services Agreement between the Company, Bedo H. Kalpakian and Jacob H. Kalpakian and Kalpakian Bros. of B.C. Ltd. was terminated and a New Management Services Agreement between the Company, Bedo H. Kalpakian, Jacob H. Kalpakian and Kalpakian Bros. of B.C. Ltd. dated November 1, 2001 was approved and adopted (New Management Services Agreement).  The New Management Services Agreement became effective as of November 1, 2001, and shall be automatically renewed on a year by year basis, unless terminated as stipulated in the New Management Services Agreement. On August 14, 2003 an addendum to the New Management Services Agreement was approved by the Companys Board of Directors with both Bedo H. Kalpakian and Jacob H. Kalpakian abstaining from the vote whereby the Companys Board approved the increase of the monthly fee payable to Kalpakian Bros. of B.C. Ltd., to CDN$20,000 plus G.S.T. effective as of July 1st, 2003.  The New Management Services Agreement may be terminated at anytime by either party on three months written notice.



For the twelve month period ended December 31, 2003, the Company has paid to Kalpakian Bros. of B.C. Ltd. $180,000 (2002: $120,000; 2001: $150,000) pursuant to the New Management Services Agreement.   For the three month period ended March 31, 2004, the Company has paid $60,000 (2003: $17,200; 2002: $50,000).



On September 3, 2003, pursuant to a debt settlement agreement dated August 15, 2003 between the Company and J. W. Murton and Associates, a company owned by a Director of the Company, the Company issued 89,985 common shares at a deemed price of $0.20 per share as full settlement of its outstanding debt of $17,997 to J. W. Murton & Associates.



During the twelve month period ended, December 31, 2003 the Company acquired, by means of Private Placement Financing Agreements 6,500,000 common shares in the capital of Las Vegas from Home.com Entertainment Inc., a related company, (the Las Vegas Securities) at prices ranging between $0.10 and $0.14 per common share for a total amount of $720,000.  The Company sold 2,500,000 common shares of the Las Vegas Securities at an average price of $0.14 per common share for a net profit of $354,295 and has, as a result, realized a gain on the sale of some of the Las Vegas Securities. The cost of marketable securities was $528,200 (2002 - $4).  The market value of these securities was $850,500.  The Company held $520,000 (market value - $840,000) of Las Vegas Securities.



During the three month period ended March 31, 2004, the Company sold the remaining 4,000,000 shares of the Las Vegas Securities which the Company had in its portfolio at an average price of $0.31 per share to net the Company $1,240,000.  Subsequently, the Company acquired by means of Private Placement Financing Agreements 4,000,000 Las Vegas Securities at prices ranging between $0.30 and $0.32 per



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common share for a total amount of $1,225,000. Marketable securities are valued at the lower of cost and market at the balance sheet date.  The cost of all marketable securities which the Company holds is $1,233,200.  The market value of these securities is $1,088,200.  The Company holds 4,000,000 Las Vegas Securities (market value - $1,080,000), which are restricted from trading until June 20, 2004.



During 2003, none of the directors advanced any funds to the Company.  During 2002, two directors advanced the sum of $15,048 to the Company at an interest rate of the Bank of Montreal, prime plus 1%per annum which has been repaid by the Company during 2003.  During 2001, none of the directors advanced any funds to the Company.



Jacob H. Kalpakian and Bedo H. Kalpakian, directors of the Company, entered into Private Placement Flow-Through Share Financing Agreements with the Company on December 29, 2003 and March 10, 2004 for the purchase of 850,000 Flow-Through Share Units and 1,000,000 Flow-Through Share Units respectively all at the purchase price of CDN $0.10 per unit. Each Unit consisting of one common share (the Flow-Through Shares) of the Company which will be a flow-through share pursuant to the provisions of subsection 66(15) of the Income Tax Act (Canada) (the ITA) and one non-transferable common share purchase warrant (the Warrants) each Warrant entitling the holder to purchase one common share (the Flow-Through Warrant Shares) which will be a flow-through share at a price of CDN $0.15 per Flow-Through Warrant Share for a period of 12 months and thereafter at a price of CDN $0.20 per Flow-Through Warrant Share for a further 6 months, and thereafter one common share (the Non-Flow-Through Warrant Shares) of the Company at a price of CDN $0.20 per Non-Flow-Through Warrant Share for a further 6 months.  All common Shares and non-transferable Warrants of the Company pursuant to these Private Placement Financings have been issued.



The Company entered into an Investment Agreement on January 26, 2004 with Interfranchise Inc., whereby the Company purchased a 10% interest in the Inter-Café Project for $90,000.  The Inter-Café Project is still in its conceptual stage and has not yet been developed.  Interfranchise Inc., the principal shareholder of which is Claude Lavigne, owns 10.32% of the total issued and outstanding share capital of the Company,



The Company is related to the following companies by common management and/or directors and/or officers:



-

Las Vegas From Home.com Entertainment Inc. (Las Vegas), a public company listed on the TSX Venture Exchange, also quoted in the U.S.A. on the OTC Bulletin Board and, on the Berlin Stock Exchange.

-

Kalpakian Bros. of B.C. Ltd., a private company incorporated under the laws of the Province of British Columbia.

-

Blue Rock Mining, Inc., a private Nevada corporation which is a wholly-owned subsidiary of the Registrant and which was dissolved during 2002.

-

Texas Pacific Minerals Inc., a private company incorporated under the laws of the Province of British Columbia.

-

Pacific Missouri Holdings Inc., a private company incorporated under the laws of the Province of British Columbia.

-

J.W. Murton & Associates, a private company incorporated under the laws of the Province of British Columbia, the principal shareholder of which is J. Wayne Murton, a director of the Company





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Item 7.C. Interests of Experts and Counsel



Not Applicable.



ITEM 8.  FINANCIAL INFORMATION



Item 8.A.  Financial Statements and Other Information



The Companys Audited Financial Statements for the year ended December 31, 2003 are included in Item 17 of this report.



Item 8.A.7.  Legal Proceedings



The Company is presently not a party to any legal proceeding of any kind.



The Company's corporate legal counsels are:-



- Anfield Sujir Kennedy & Durno, Barristers and Solicitors, (Attn: Michael Kennedy), located at #1600 - 609 Granville Street, Vancouver, British Columbia, Canada V7Y 1C3.  The telefax number is (604) 669-3877.
- Venture Law Corporation, (Attn: Alixe Cormick), located at #618  688 West Hastings Street, Vancouver, British Columbia Canada V6B 1P1.  The telefax number is (604)659-9188



Item 8.A.8.  Dividends



The Company has never paid and does not intend to pay any dividends in the future.



Item 8. B.  Significant Changes



There have been no significant changes in the affairs of the Company since the year ended December 31, 2003, other than the fact that the Company has started actively pursuing opportunities in the mineral exploration business.



ITEM 9.  THE  OFFER & LISTING



Item 9.A. (4)  Listing Details



On April 4, 1985, the Company's common shares were listed and posted for trading on the Vancouver Stock Exchange, on the Montreal Exchange on January 15, 1988 and, on the Nasdaq SmallCap Market on May 11, 1988.  On July 12, 1991, the Company voluntarily de-listed its common shares from the Montreal Exchange, and, on October 3, 1994, the Company's shares were delisted from the Nasdaq SmallCap Market.  Effective October 4, 1994, the Company's shares have been listed for trading on the OTC Bulletin Board.  Effective on November 29, 1999 the Vancouver Stock Exchange became known as the CDNX as a result of the merger between the Vancouver Stock Exchange and the Alberta Stock Exchange.  On July 5, 2001, the Company made a formal application to the CDNX requesting the voluntary delisting of the Companys common shares from trading on the CDNX, as a result of which, the common shares of the Company were delisted from trading on the CDNX effective at the close of trading on July 31, 2001.



On July 30, 1986, the Company's share capital split on the basis of one-old-for-two-new common shares.  On May 25, 1992, the Company's share capital was consolidated on the basis of ten-old-for-one-new





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common share.  On April 25, 2000, the Companys share capital was consolidated on the basis of fifteen-old-for-one-new common share.  On May 2, 2002, the Companys share capital was consolidated on the basis of five-old-for-one-new common share and its authorized share capital was subsequently increased to 200,000,000 common shares without par value.  Effective at the opening of business on Tuesday, May 14, 2002, the common shares of Golden Nugget Exploration Inc. were delisted, and the common shares of Lucky 1 Enterprises Inc. commenced trading on the OTC Bulletin Board in the U.S.A. under the trading symbol LKYOF.



The following table sets forth the market price (Cdn$), range and trading volumes of the common shares on the CDNX for the periods indicated.  All historical data reflects the respective share consolidations.  The trading symbol of the Company's common shares when they were listed on the CDNX was "GGG".  The market price of the Companys common shares at the close of trading on June 29, 2001, on the CDNX was Cdn $0.26.  There were no trading activities on the Companys securities on the CDNX from July 1 to July 31, 2001.  The market price of the Companys common shares at the close of trading on July 31, 2001, on the CDNX is therefore unavailable.



Canadian Venture Exchange (CDNX)

Trading Range

Five Most Recent Financial Years$ High$ LowVolume19991.250.505,817,67520000.450.082,490,3152001 [January to June 29, 2001]0.400.22373,0952002N/AN/AN/A2003N/AN/AN/ATwo Most Recent Financial YearsYear 2002$ High$ LowVolumeJan 1  Mar 31N/AN/AN/AApr 1  Jun 30N/AN/AN/AJul 1  Jul 31N/AN/AN/AAug 1  Dec 31N/AN/AN/AYear 2003$ High$ LowVolumeJan 1  Mar 31N/AN/AN/AApr 1  Jun 30N/AN/AN/AJul 1  Jul 31N/AN/AN/AAug 1  Dec 31N/AN/AN/ASix Most Recent MonthsN/AN/AN/A




On July 3, 2001, the Companys securities were halted from trading on the CDNX pending clarification whether the Definitive Asset Purchase Agreement with MegaPools Gaming Systems Inc. constituted a Reverse-Take-Over.  On July 5, 2001, the Company made a formal application to the CDNX requesting the voluntary delisting of the Companys common shares from trading on the CDNX, as a result of which, the common shares of the Company were delisted from trading on the CDNX effective at the





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close of trading on July 31, 2001.



The common shares of the Company were listed for trading on the NASDAQ SmallCap Market in Washington, D.C., U.S.A., on May 11, 1988.  On October 3, 1994, the Company's common shares were delisted from the Nasdaq SmallCap Market.  Effective October 4, 1994, the Company's common shares have been listed for trading on the OTC Bulletin Board in the U.S.A.  The current trading symbol of the Companys common shares on the OTC Bulletin Board is LKYOF.  The following table sets forth the market price (US$), range and trading volumes of the common shares of the Company on the OTC Bulletin Board for the periods indicated. During May 1992, the Company's share capital was consolidated on the basis of ten-old-for-one-new common share.  During April 2000, the Companys share capital was consolidated on the basis of fifteen-old-for-one-new common share.  During May, 2002, the Companys share capital was consolidated on the basis of five-old-for-one-new common share and its authorized share capital was subsequently increased to 200,000,000 common shares without par value.  All historical data reflects the respective share consolidations.

OTC BULLETIN BOARD

Trading Range

Five Most Recent Financial YearsU.S.$ HighU.S.$ LowVolume19990.200.0611,718,20020000.870.15273,70020010.320.07412,40020020.610.02673,50020032.000.1991,257,800Two Most Recent Financial YearsYear 2002Jan 1  Mar 310.080.0662,900Apr 1  Jun 300.120.02202,300Jul 1  Sep 300.340.2214,400Oct 1  Dec 310.610.22393,900Year 2003Jan 1  Mar 312.000.35378,100Apr 1  Jun 300.610.32504,400Jul 1  Sep 300.480.199333,200Oct 1  Dec 310.380.2042,100Year 2004Jan 1  Mar 310.350.15243,400Six Most Recent MonthsDecember 20030.490.208,400January 20040.210.208,100


February 20040.270.15175,100March 20040.350.15121,500April 20041.300.155,400May 20040.160.15600






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Item 9.C. Markets



On April 4, 1985, the Company's common shares were listed and posted for trading on the Vancouver Stock Exchange, on the Montreal Exchange on January 15, 1988 and, on the Nasdaq SmallCap Market on May 11, 1988.  On July 12, 1991, the Company voluntarily de-listed its common shares from the Montreal Exchange, and, on October 3, 1994, the Company's shares were de-listed from the Nasdaq SmallCap Market.  Effective October 4, 1994, the Company's shares have been listed for trading on the OTC Bulletin Board.  Effective on November 29, 1999 the Vancouver Stock Exchange became known as the CDNX as a result of the merger between the Vancouver Stock Exchange and the Alberta Stock Exchange.  On July 5, 2001, the Company made a formal application to the CDNX requesting the voluntary delisting of the Companys common shares from trading on the CDNX, as a result of which, the common shares of the Company were de-listed from trading on the CDNX effective at the close of trading on July 31, 2001.



In order to have a Canadian Listing, the Company has applied to have its securities listed for trading on the Canadian Trading and Quotation System Inc. (CNQ) which is Canadas newest Stock Exchange.  There can be no assurances whatsoever that the Companys application shall be accepted by the CNQ.



ITEM 10.  ADDITIONAL INFORMATION



Item 10. A. Share Capital



The authorized capital of the Company consists of 200,000,000 common shares without par value of which 10,924,887 are issued and outstanding as of May 31, 2004.



Effective May 2, 2002, the Company consolidated its share capital on a 5:1 basis, thereby reducing the authorized common shares to 40,000,000 common shares without par value.  Subsequently, the Company increased its authorized common shares to 200,000,000 common shares without par value.



Holders of common shares of the Company are entitled to one vote per share at all meetings of shareholders of the Company, to receive dividends as and when declared by the Directors, and to receive a pro-rata share of the assets of the Company available for distribution to common shareholders in the event of the liquidation, dissolution or winding up of the Company.  There are no pre-emptive, conversion or surrender rights attached to the common shares of the Company.



All shares have been issued pursuant to resolutions of the Board of Directors of the Company.



Outstanding Share DataNo. of SharesExercise PriceExpiry DateIssued and Outstanding
as at May31, 200410,924,887N/AN/AStock Options1,332,186US$0.15-Cdn$2.25May 26/04 to April 21/05Warrants8,290,000Cdn$0.15-$0.20June 17/04 to March 10/06


Fully Diluted as at
May 31, 200420,547,073N/AN/A






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Item 10.A.4.  Warrants



All warrants have been issued pursuant to resolutions of the Board of Directors of the Company.



At May 31, 2004, the following warrants are outstanding.  The warrants entitle the holders to purchase the stated number of common shares at the exercise price.  Each warrant is entitled to one common share. The expiry dates are as follows:



Expiry DatesExercise PriceNumber of Warrants2003June 17, 2004$ 0.202,700,000August 30, 2004$ 0.201,740,000September 20, 2004$ 0.202,000,000December 31, 2004 or$0.15December 30, 2005$0.20850,000March 10, 2005 or$0.15March 10, 2006$0.201,000,000Total              8,290,000




Item 10.A.5.  Stock Options



The Company has adopted its 2004 Stock Option Plan whereby the Company may reserve for granting to directors, officers, employees and consultants up to 20% of the issued and outstanding common shares of the Company calculated from time to time on a rolling basis.  The Companys 2004 Stock Option Plan has received the required approval of the Companys shareholders and of its Board of Directors.  From time to time, the Company grants stock options to its directors, employees and consultants on terms and conditions acceptable to the regulatory authorities. The stock options entitle the holders to acquire common shares of the Company from treasury.



As of May 31, 2004, the outstanding directors, officers, consultants and employee stock options to purchase common shares in the capital of the Company totalled 1,332,186 and which are as follows:-

OptioneeExpiry DateShares under
Option *Exercise Price per
Share $DirectorsOctober 5, 20043,2402.25 CDNFebruary 3, 20057,7712.25 CDNSeptember 21, 2004350,0000.50 USApril 21, 2005671,1750.15 USOfficersApril 21, 200450,0000.15 US


EmployeesApril 21, 2005150,0000.15 USConsultantsApril 21, 2005100,0000.15 USTOTAL:1,332,186


*One stock option is required to buy one common share.





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Item 10. A.6. History of Share Capital



There are no special voting rights attached to any of the Companys issued and outstanding shares.  All shares which were issued from the Companys Treasury were issued for cash or in the case of Finders Fees, for services rendered.



CAPITAL STOCK

(a)

Authorized

200,000,000  Common shares without par value

(b)

Issued

Numberof SharesAmountBalance, December 31, 1999415,830$20,472,425Private placements166,667468,000Finder's fee1,3330Exercise of stock options for cash4,32235,658Balance, December 31, 2000588,15220,976,083Exercise of stock options for cash20,58334,990Exercise of warrants for cash88,340141,344Balance, December 31, 2001697,07521,152,417Private placementsProceeds6,440,000322,000Shares issued for settlement agreement150,00027,000Balance, December 31, 20027,287,075$21,501,417Private Placements2,525,000985,000Finders Fee0(45,000)Shares issued for settlement of debt89,98517,997Balance December 31, 20039,902,060$22,459,414




Item 10.B. Memorandum and Articles of Association



This information has been reported previously. [Exhibit 1.1 Incorporated by reference]



Item 10. C. Material Contracts



The Company entered into a Licensing Agreement on November 4, 2002 with Las Vegas from Home.com Entertainment Inc. (Las Vegas) a related company, [See Exhibit 1.4 Incorporated by reference] for the joint development of certain on-line gaming software consisting of three card games; Pan, Big 2, and Chinese Poker, (the three card games software). The Company has paid to Las Vegas the agreed license fee of $200,000 for the three card games software.  The three card games software is equally owned by the Company and Las Vegas.  Las Vegas shall be the operator of the three card games software. The Company shall receive 40% and Las Vegas shall receive 60% of all revenues that shall be



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generated from the operation of the three card games software. In respect to this transaction, Las Vegas received approval from the TSX Venture Exchange on November 21, 2002.  As at December 31, 2003, the Companys share of revenues from the three card games software was $100,951 (2002: $Nil) and, $37,608 for the three month period ended March 31, 2004, (2003: $3,643).



The Company entered into an Investment Agreement (Exhibit *9.2 Attached) on January 26, 2004 with Interfranchise Inc., whereby the Company purchased a 10% interest in the Inter-Café Project for $90,000.  The Inter-Café Project is still in its conceptual stage and has not yet been developed.  Interfranchise Inc. owns 10.32% of the issued and outstanding shares of the Company as at May 31, 2004.



On March 26, 2004, Lucky entered into an Option Agreement (Exhibit *9.1 Attached) with an arms length party (the Optionor) to acquire, under certain terms and conditions, a 100% undivided interest, subject to a 11⁄2% Net Smelter Returns Royalty, in the Extra High Property, which is located in the Province of British Columbia.  Pursuant to the Option Agreement, Lucky is required to make staged cash payments to the Optionor totalling $150,000 of which $15,000 has already been paid and, must incur exploration expenditures on the Extra High Property totalling $500,000 over a period of 3 years.  Upon acquiring the 100% undivided interest, Lucky may purchase 50% of the Net Smelter Returns Royalty (i.e, 0.75%) by making a cash payment of $500,000 to the Optionor.



Item 10. D. Exchange Controls



(a)

No governmental laws, decrees or regulations in the Province of British Columbia, Canada, restrict export or import of capital, including, but not limited to, foreign exchange controls, or affect the remittance of dividends, interest or other payments to non-resident holders of the Registrant's securities.



(b)

There are no limitations on the right of non-resident or foreign owners to hold or vote such securities imposed by foreign law or by the charter or other constituent document of the Registrant.



Item 10.E.  Taxation



General



The following comments summarize the material Canadian and U.S. Federal Income Tax consequences for a shareholder of the Registrant who is a non-resident of Canada and who is a resident of the United States subject to taxation under the laws of the United States.



The following is based upon the current provisions of the Income Tax Act (Canada) (the "Tax Act") and regulations thereunder, the U.S. Internal Revenue Code of 1986 (the "Code") and regulations thereunder, the Canada-United States Income Tax Convention, 1980 (the "Convention"), the current administrative policies and practices published by Revenue Canada or by the U.S. Internal Revenue Service and all specific proposals to amend the Tax Act and regulations thereunder that have been publicly announced by the Minister of Finance (Canada) prior to the date hereof, and judicial decisions, all of which are subject to change.  The following does not take into account the tax laws of the various provinces or territories of Canada or the tax laws of the various state and local jurisdictions of the United States or foreign jurisdictions.



The following is intended to be a general description of the Canadian and U.S. Federal income tax considerations material to a purchase of the common shares and is not intended to be, nor should it be construed to be, legal or tax advice to any prospective holders.  The following does not address consequences peculiar to any holder subject to special provision of Canadian or U.S. income tax law.  Therefore, prospective holders are urged to consult their own tax advisors with respect to the tax
consequences of an investment in the common shares of LUCKY 1 ENTERPRISES INC.



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CANADIAN FEDERAL INCOME TAX CONSIDERATIONS



Dividends on Common Stock



Under the Tax Act, a non-resident of Canada is subject to withholding tax at the rate of 25% on dividends from a corporation resident in Canada.  The Convention reduces this rate to 15% for a shareholder resident in the United States.  Withholding tax is further reduced to 5% if the United States resident shareholder is a corporation that beneficially owns at least 10% of the voting stock of the corporation paying the dividend.



Exemptions from Withholding Tax



The Convention provides exemption from Canadian income tax on dividends paid to religious, scientific, literary, educational or charitable organizations or to an organization constituted and operated exclusively to administer or provide benefits under one or more pension, retirement or employee benefit funds or plans. To qualify for exemption such organizations must be resident in the United States and be exempt from income tax under the laws of the United States.



Dispositions of Common Stock



The following comments apply only to a shareholder whose Common stock constitutes capital property to him for purposes of the Income Tax Act.



Common stock will generally constitute capital property unless the holder is a trader or dealer in securities or is engaged in a venture in the nature of trade in respect of Common Stock.



Common stock of a resident public corporation will constitute taxable Canadian property of a shareholder at a particular time if at any time in the preceding five (5) years, 25% or more of the issued shares of any class of the capital stock of the Registrant belonged to the non-resident shareholder, persons with whom the non-resident did not deal at arm's length, or to the non-resident shareholder and persons with whom the non-resident shareholder did not deal at arm's length.



Under the Tax Act, a non-resident of Canada is subject to Canadian tax on taxable capital gains from dispositions of taxable Canadian property and may deduct allowable capital losses from dispositions of taxable Canadian property.  If the shares are considered taxable Canadian property, the vendor may be required to withhold tax pursuant to section 116 of the Tax Act.



Upon disposal of capital property the amount, if any, by which a taxpayer's proceeds of disposition exceed or are exceeded by the adjusted cost base of the capital property (including expenses of disposition) represent the capital gain (or loss) on disposition of the capital property.  One half of the gain (the "taxable capital gain") is brought into income and taxed at normal rates.  One half of the loss (the "allowable capital loss") can be deducted from taxable capital gains realized in the same year.  Pursuant to the Federal Budget which was announced on February 28, 2000, the taxable capital gain and allowable capital loss inclusion rate was reduced from three-fourths to two-thirds for dispositions after February 27, 2000.  On October 18, 2000 the Federal Budget further reduced the inclusion rate from two-thirds to one-half for dispositions after October 17, 2000.  For dispositions of taxable Canadian property any excess of allowable capital losses over taxable capital gains becomes a "net capital loss" which can be carried to other years to reduce taxable capital gains from the disposition of such property.



The Convention gives protection to United States residents from Canadian tax on certain gains derived from the alienation of property.  There is no protection for a gain on a disposition of shares the value of





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which is derived principally from real property in Canada.  Protection under the Convention will be available as long as the Registrant remains a Canadian public corporation or its shares continue to be listed on a prescribed stock exchange.



Revenue Canada has indicated that it considers the protection of the Convention with respect to capital gains extend to a "deemed disposition" under the Tax Act, including the "deemed disposition" arising upon the death of a taxpayer.



U.S. FEDERAL INCOME TAX CONSIDERATIONS



LUCKY 1 ENTERPRISES INC. ("Lucky") is classified as a Passive Foreign Investment company (PFIC) for U.S. federal income tax purposes since the following conditions have applied for at least one taxable year since 1986:



1)  75% or more of its gross income has been passive;

2)  The average percentage of its assets producing passive income is at least 50%.



The following is intended to be a general description of the U.S. Federal income tax considerations material to a purchase of the common shares and is not intended to be, nor should it be construed to be, legal or tax advice to any prospective holders.  Prospective holders are urged to consult their own tax advisors with respect to the tax consequences of an investment in the common shares of Lucky.



Since Lucky has satisfied the PFIC criteria for at least one taxable year since 1986, while a shareholder holds shares in Lucky, it remains a PFIC as to that shareholder even if it no longer meets the income or asset test.  Classification as a PFIC will create U.S. tax consequences to a U.S. Shareholder that are unique to the PFIC provisions and that are not encountered in other investments.



Generally, a U.S. shareholder will realize ordinary income on the receipt of cash dividends or property distributions from an investment in the shares of a foreign corporation to the extent such dividends are paid out of the foreign company's current accumulated earnings and profits.  To the extent of any withholding taxes, both individual and corporate investors must include such taxes in income and, in turn, claim a foreign tax credit.  Certain corporate investors are also entitled to gross up the underlying foreign corporate income taxes and claim a foreign tax credit.



Thus, under the general rule, no U.S. federal income tax consequences occur until an actual dividend is paid.  Although this general rule can apply in a PFIC investment, there are significant deviations from this general rule and many elections available to a U.S. shareholder that can alter the U.S. federal income tax consequences.  Such consequences will be unique to each U.S. shareholder.



In the absence of any PFIC elections, a U.S. shareholder of a PFIC, will be taxed under the excess distribution method.  Under this method, where a current year dividend exceeds 125% of the average of dividends during the preceding three taxable years, the excess must be allocated rateably to each day in the taxpayer's holding period.



The amount of the excess allocated to the current year and to years when the corporation was not a PFIC is included in the shareholder's gross income for the year of the distribution.  The remainder of the excess is not included in gross income, but the U.S. shareholder must pay a deferred tax amount by allocating the remaining excess to all PFIC years, re-computing the tax for each PFIC year and computing and paying the resultant interest on the recomputed tax for each PFIC year.  As indicated above, foreign tax credit relief is available for withholding taxes for both individual and corporate investors.  Relief for underlying corporate tax is only available for certain corporate investors.



Under the excess distribution method, gain on the disposition of PFIC shares results in the same



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allocation process; gross income inclusion; tax re-computation; and interest charges as an excess distribution.



In lieu of the excess distribution method, a U.S. shareholder may elect to treat a PFIC as a Qualified Electing Fund ("QEF") and be taxed under the QEF method.  If that election is made, the U.S. shareholder will be taxed currently on its pro-rata share of the earnings of the QEF.  The current income inclusion eliminates the interest charge under the excess distribution method.  Thus, unlike the excess distribution method that requires the receipt of cash from an actual dividend or sale, the QEF method invokes taxation without the receipt of cash.



Shareholders who make a QEF election may, or may not, remain subject to tax under the excess distribution method.  If the U.S. shareholder makes the QEF election for the foreign corporation's first tax year as a PFIC that is included in the shareholder's holding period, the excess distribution will not apply to the shareholder.  Thus, this type of shareholder will include its pro-rata share of PFIC earnings as a dividend, claim the appropriate foreign tax credit, and not face any interest charge.



If the shareholder makes the QEF election at a later time, in the absence of any other PFIC election, current taxation under the QEF method will apply prospectively.  However, the excess distribution method continues to apply prior to the effective date of the QEF election.



If the shareholder makes the QEF election at a later time, the shareholder has an additional option to make a purging election.  If a purging election is made, the PFIC stock would be treated as if it were sold and the gain treated as an excess distribution requiring:  a gross income inclusion; allocation to PFIC years in the shareholder's holding period, a tax re-computation for PFIC years in the shareholder's holding period; and an interest charge payment.  As a result of the purging election, thereafter the excess distribution method would not apply to that shareholder.



Under the QEF method, the U.S. shareholder has another option.  In lieu of paying the tax on its pro-rata share of PFIC earnings, the U.S. shareholder in a QEF on the last day of the QEF's tax year may elect to extend the time for payment of any of its undistributed PFIC earnings tax liability for the tax year.  If the election is made, the election is treated as an extension of time to pay tax and, thus, the U.S. shareholder is liable for interest.



In lieu of any of the above-described methods, since Lucky is regularly traded on a national securities exchange, U.S. shareholders may wish to make an election to mark to market.



A U.S. shareholder of a PFIC may make a mark to market election for marketable PFIC stock.  If the election is made, the shareholder includes in income each year an amount equal to the excess, if any, of the fair market value of the PFIC stock as of the close of the tax year over the shareholder's adjusted basis in the stock.  Decreases in market value are allowed as deductions, within certain prescribed limits.



Generally, under the mark to market election, the general PFIC rules under the excess distribution method and QEF method do not apply.  However, if the mark to market election is made after a U.S. shareholder has maintained its investment, there are provisions that ensure that the interest charge on amounts attributable to periods before the election is not avoided.



PERSONS CONSIDERING THE PURCHASE OF COMMON SHARES SHOULD CONSULT THEIR TAX ADVISORS WITH REGARD TO THE APPLICATION OF CANADIAN, U.S. AND OTHER TAX LAWS TO THEIR PARTICULAR SITUATION.



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Item 10. F. Dividends and Paying Agents.



Not Applicable.



Item 10. G. Statement  by Experts



Not Applicable.



Item 10. H. Documents on Display.



We have filed this 2003 Annual Report on Form 20-F with the Securities and Exchange Commission under the Securities Exchange Act of 1934.  Statements made in this annual report as to the contents of any contract, agreement or other document referred to are not necessarily complete.  With respect to each such contract, agreement or other document filed as an exhibit to this annual report, reference is made to the exhibit for a more complete description of the matter involved, and each such statement shall be deemed qualified in its entirety by such reference.



We are subject to the informational requirements of the Securities Exchange Act and file reports and other information with the Securities and Exchange Commission.  Reports and other information which we file with the Securities and Exchange Commission, including this Annual Report on Form 20-F, may be inspected at the public reference facilities of the Securities and Exchange Commission at: 450 Fifth Street N.W., Room 1024, Washington, D.C. 20549.  Additionally, copies of this material may also be obtained from the Securities and Exchange Commissions Investor Site at http://www.sec.gov .  The Commissions telephone number is 1-800-SEC-0330.



Item 10. I   Subsidiary Information



Not Applicable.



ITEM 11.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Financial Instruments



(a)

Fair value



The fair values of cash and term deposits, amounts receivable from related parties, accounts payable and accruals and amounts payable to related parties are assumed to approximate their carrying amounts because of their short term to maturity.



(b)

Interest rate risk



The Company is not exposed to significant interest rate risk due to the short-term maturity of its monetary assets and liabilities.



(c)

Credit risk



The Company is not exposed to significant credit risk with respect to its cash and cash held on behalf of related party.



(d)

Market risk



The Company is exposed to significant market risk with respect to marketable securities.



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ITEM 12.  DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES



Not Applicable.



ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES



The Company is not in default in the payment of principal, interest, sinking fund instalment or any other default with respect to any indebtedness of the Company.



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



There have been no changes in the constituent instruments defining the rights of holders of common stock and no issuance of any other securities that has modified the rights of holders of common stock.



Use of Proceeds from Offering



Not Applicable.



ITEM 15.  CONTROLS AND PROCEDURES



a)

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.  Our Chief Executive Officer and Chief Financial Officer has evaluated the effectiveness of our disclosure controls and procedures [(as defined in Rules 13a-14(c) and 15d -14(c) under the Securities Exchange Act of 1934 (Exchange Act)] as of a date within 90 days of the filing date of this Annual Report on Form 20-F.  Based on such evaluation, he has concluded that as of such date, our disclosure controls and procedures are effective and designed to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in applicable SEC rules and forms.



b)

CHANGES IN INTERNAL CONTROLS.  There were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the date of evaluation by our Chief Executive Officer and Chief Financial Officer.



[See Exhibit *12.A (1)]



ITEM 16.  AUDIT COMMITTEE, CODE OF ETHICS, ACCOUNTANT FEES.



16.A. Audit Committee Financial Expert



The financial experience of Bedo H. Kalpakian, including his experience serving as Chief Financial Officer of another public company and a private company, and his experience in actively supervising principal financial officers, principal accounting officers, accountants, controllers and auditors determines that he is an audit committee financial expert within the meaning of the U.S. Sarbanes-Oxley Act of 2002.  (See Item 6.3.C. in this report for further details on the Audit Committee.)



16.B. Code of Ethics



On May 31, 2004, the Companys Board of Directors adopted a Code of Ethics (the Code) for the Companys Chief Executive Officer and Chief Financial Officer and its principal accounting officer or controller, or persons performing similar function (the Senior Financial Officers) to deter wrongdoing





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and promote honest and ethical conduct in the practice of financial management, full, fair, accurate, timely and understandable disclosure; and compliance with all applicable laws and regulations.  These Senior Financial Officers are expected to abide by this Code as well as by all of the Companys other applicable business policies, standards and guidelines. (See Exhibit *9.6 - Attached)



The Code of Ethics can be accessed electronically at http://www.Lucky1.net .



Item 16.C. Auditors Fees & Services



(a)

Audit Fees: The aggregate fees billed for the each of the last two fiscal years by the Companys Auditors were (2003:$11,236) and (2002:$11,000).

(b)

Audit  Related Fees: There were no further fees other than those disclosed in item (a) above.

(c)

Tax Fees: Tax fees were (2003: $600) and (2002: $800) are included in the amount disclosed in item (a) above.

(d)

All other Fees: There were no other fees.



The Audit Committees pre-approval policies and procedures: The Audit Committee has adopted procedures to pre-approve audit services and all non-audit services to be rendered by the Companys external auditors. The Chairman of the Audit Committee has been delegated authority to pre-approve audit services up to a maximum cost of $15,000 and individual assignments up to a maximum cost of $10,000. All other assignments must be pre-approved by the Audit Committee.





ITEM 17.  FINANCIAL STATEMENTS



The Companys Consolidated Audited Financial Statements for the year ended December 31, 2003 together with the report of the auditors, Smythe, Ratcliffe, Chartered Accountants, are filed as part of this annual report.  The Company's consolidated financial statements are stated in Canadian dollars (Cdn $)



A) Index to Financial Statements



i) Consolidated Financial Statements



-Report of Independent Accountants for the years 2003 and 2002

Page 50



-Comments by Independent Accountants



for United States Readers on Canada



- United States Reporting Conflict

Page 50



Report of Independent Accountants for the year 2001

Page 51



Comments by Independent Accountants for the year 2001

for United States Readers on Canada

United States Reporting Conflict

Page 51



-Balance Sheets as at December 31, 2003 and December 31, 2002

Page 52



-Statements of Operations and Deficit for

the years ended December 31, 2003, 2002 and 2001



Page 53



-Statements of Cash Flows for the periods ended December 31, 2003,

2002 and 2001

Page 54





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-Notes to the Financial Statements



Page 55-68





ii) Financial Statement Schedules



I - Marketable Securities - Other Investments



Page 69





II - Amounts Receivable from Related Parties and Underwriters,

Promoters and Employees other than Related Parties

Page 70



III & IV - Property, Plant and Equipment and Accumulated





Depreciation, Depletion and Amortization of Property,



Plant and Equipment

Page 71



All other schedules are omitted because they are not applicable or the required information is

shown in the financial statements or notes thereto.



ITEM 18.   FINANCIAL STATEMENTS



The Company's financial statements and schedules which are required to be filed hereunder are listed in Item 17 and are specifically incorporated herein by this reference.  The Company's financial statements are stated in Canadian dollars (Cdn $) and are prepared in accordance with Canadian generally accepted accounting principles.



ITEM 19. EXHIBITS



1.1

Memorandum and Articles, (Incorporated by reference.

previously filed on Registration Statement on Form 20-F, May 1988)



1.2.

Full & Final Settlement (Incorporated by reference) Agreement dated September 24, 2002,

pursuant to a Subscription Agreement Dated March 15, 2001.

(Incorporated by reference previously filed on Form 20-F/A, June 2003)



1.3.

2003 Stock Option Plan.(Incorporated by reference

previously filed on Form 20-F/A, June 2003)



1.4.

Licensing Agreement with Las Vegas From Home.com

Entertainment Inc. dated November 4, 2002. (Incorporated by reference

previously filed on Form 20-F/A, June 2003)



1.5.

2002 Stock Option Plan, (Incorporated by reference

previously filed on form S8 September 30, 2002.)



1.6

Management Services Agreement, (Incorporated by reference

previously filed on Form 20-F, 2001)



1.7

Change of Auditor Reporting Package (Pursuant to Cdn National Policy #31)

(Incorporated by reference. previously filed March 2003 on Form S8)



1.8

Notice of Annual General Meeting, 2004 and Management Proxy Materials

(Incorporated by reference previously filed on Form 6-K March, 2004)



8.*

Statement explaining in reasonable detail how earnings per share are calculated

Page 72



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9.1*

Property Option Agreement  Attached

9.2*

Investment Agreement in the Intercafé Project - Attached

9.3*

2004 Stock Option Plan - Attached

9.4*

Debt Settlement Agreement dated August 15, 2003  Attached

9.5*

Debt Settlement Agreement dated April 8, 2004  Attached

9.6*

Code of Ethics - Attached

10.1*

Sarbanes Oxley Act Section 906, Certification by Bedo H. Kalpakian, President

Page 48



12.A*

Sarbanes Oxley Act Section302, Certification

by Bedo H. Kalpakian, C.E.O & C.F.O.

Page 73





* Filed Herewith (Attached)





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SIGNATURE





Pursuant to the requirements of Section 13 of the Securities Exchange Act of 1934, the Registrant certifies that it meets all of the requirements for filing on Form 20-F(2003) and has duly caused this Annual Report to be signed on its behalf by the undersigned, thereunto duly authorized.













LUCKY 1 ENTERPRISES INC.



Bedo H. Kalpakian



Bedo H. Kalpakian

President







Dated this 31st day of May, 2004.





Exhibit 12.A.1

CERTIFICATIONS

CERTIFICATION PURSUANT TO

18 U.S.C. ss.1350, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Bedo H. Kalpakian, certify that:

1.

I have reviewed this annual report on Form 20F (2003) of Lucky 1 Enterprises Inc.

2.

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.

I, on behalf of the Company, am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Company





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and have:

a)

designed such disclosure controls and procedures to ensure that material information relating to the Company, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared;

b)

evaluated the effectiveness of the Companys disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

c)

presented in this annual report my conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

I, on behalf of the Company, have disclosed, based on my most recent evaluation, to the Companys auditors and the audit committee of the registrant's board of Directors (or persons performing the equivalent functions):

a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the Companys ability to record, process, summarize and report financial data and have identified for the Companys auditors any material weaknesses in internal controls; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the Companys internal controls; and

6.

I, on behalf of the Company, have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date:  May 31, 2004

Bedo H. Kalpakian

Bedo H. Kalpakian

Chief Executive Officer and

Chief Financial Officer









48



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LUCKY 1 ENTERPRISES INC.



Financial Statements

December 31, 2003 and 2002







INDEX

Page



Financial Statements





Audit Reports

50-51



Balance Sheets

52



Statements of Operations and Deficit

53



Statements of Cash Flows

54



Notes to Financial Statements

55-68



---

REPORT OF INDEPENDENT CHARTERED ACCOUNTANTS



TO THE SHAREHOLDERS OF LUCKY 1 ENTERPRISES INC.



We have audited the balance sheet of Lucky 1 Enterprises Inc. at December 31, 2003 and 2002 and the statements of operations and deficit and cash flows for the two years ended December 31, 2003, and 2002.  These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.



We conducted our audits in accordance with auditing standards generally accepted in Canada and 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 whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.



In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as at December 31, 2003 and 2002 and the results of its operations and cash flows for each of the two years ended December 31, 2003 in conformity with Canadian generally accepted accounting principles.  Accounting principles generally accepted in Canada differ in certain significant respects from accounting principles generally accepted in the United States of America and are discussed in note 12 to the financial statements.



In the United States of America, reporting standards for auditors require the addition of an explanatory paragraph when the financial statements are affected by the Companys ability to continue as a going concern.  Our report to the shareholders dated January 30, 2004 is also expressed in accordance with Canadian reporting standards which do not permit a reference to such an uncertainty in the auditors report when the uncertainty is adequately disclosed in the financial statements.



Smythe Ratcliffe

Chartered Accountants



Vancouver, Canada

January 30, 2004





COMMENTS BY AUDITORS FOR U.S. READERS



In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by conditions and events that cast substantial doubt on the Company's ability to continue as a going concern, such as described in note 2 to the financial statements.  Our report to the shareholders dated January 30, 2004, is expressed in accordance with Canadian reporting standards which do not permit a reference to such events and conditions in the auditor's report when these are adequately disclosed in the financial statements.



Smythe Ratcliffe

Chartered Accountants



Vancouver, Canada

January 30, 2004





50



---

[main20f002.jpg]

Grant Thornton LLP

Chartered Accountants

Management Consultants

Canadian Member of

Grant Thornton International



Report of Independent Auditors





To the Shareholders of

Lucky 1 Enterprises Inc.

(formerly Golden Nugget Exploration Inc.
)



We have audited the consolidated balance sheet of
Lucky 1 Enterprises Inc. (formerly Golden Nugget Exploration Inc.) as at December 31, 2001
 and the consolidated statements of operations and deficit and changes in cash flows for the year
 then ended
.. These financial statements are the responsibility of the company's management.  Our responsibility is to express an opinion on these financial statements based on our audit.



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



In our opinion, these consolidated financial statements present fairly, in all material respects, the financial position of the company as at December 31, 2001 and the results of its operations
and its cash flows for the year
 then ended, in accordance with Canadian generally accepted accounting principles.



/s/ Grant Thornton LLP

Chartered Accountants

January 25, 2002

Vancouver, Canada





Comments by Auditors for U.S. Readers



In the United States, reporting standards for auditors require the addition of an explanatory paragraph (following the opinion paragraph) when the financial statements are affected by conditions and events that cast substantial doubt on the companys ability to continue as a going concern, such as described in Note 
2 to the consolidated financial statements.  Our report to the shareholders dated January 25, 2002 is expressed in accordance with Canadian reporting standards which do not permit a reference to such events and conditions in the auditors report when these are adequately disclosed in the financial statements.

/s/ Grant Thornton LLP

Chartered Accountants

January 25, 2002

Vancouver, Canada



P.O. Box 11177, Royal Centre

Suite 2800  1055 West Georgia Street

Vancouver, British Columbia

V6E 4N3

Tel:

(604) 687-2711

Fax:

(604) 685-6569





51







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LUCKY 1 ENTERPRISES INC.

Balance Sheets

December 31



|                                                    | 2003         | 2002        
|--------------------------------------------------- | ------------ | ------------
|                                                    |              |             
|Assets                                              |              |             
|                                                    |              |             
|Current                                             |              |             
|Cash and term deposits                              | $73,673      | $6,364      
|Marketable securities                               | 528,200      | 4           
|Receivable from related parties (note 9)            | 0            | 26,821      
|                                                    |              |             
|                                                    | 601,873      | 33,189      
|Cash Held on Behalf of Related Party (note 9)       | 138,361      | 0           
|Deposit on Investment in Inter Café Project(note 5) | 25,000       | 0           
|Property and Equipment (note 6)                     | 13,078       | 19,764      
|                                                    |              |             
|                                                    | $778,312     | $52,953     
|                                                    |              |             
|Liabilities                                         |              |             
|                                                    |              |             
|Current                                             |              |             
|Accounts payable and accruals                       | $39,673      | $164,313    
|Payable to related parties (note 9)                 | 211,762      | 33,045      
|                                                    |              |             
|                                                    | 251,435      | 197,358     
|                                                    |              |             
|Capital Stock and Deficit                           |              |             
|                                                    |              |             
|Capital Stock (note 8)                              | 22,459,414   | 21,501,417  
|Shares Subscriptions                                | 0            | 250,000     
|Contributed Surplus                                 | 3,460        | 0           
|Deficit                                             | (21,935,997) | (21,895,822)
|                                                    |              |             
|Shareholders' Equity (Deficiency)                   | 526,877      | (144,405)   
|                                                    |              |             
|                                                    | $778,312     | $52,953     



Commitments (note 13)



On behalf of the Board:



...Bedo H.KalpakianDirector

Bedo H. Kalpakian



J.W.MurtonDirector

J.W. Murton



52

See notes to financial statements



---

LUCKY 1 ENTERPRISES INC.

Statements of Operations and Deficit

Year Ended December 31



|                                | 2003          | 2002          | 2001         
|------------------------------- | ------------- | ------------- | -------------
|                                |               |               |              
|Revenue                         | $100,951      | $0            | $0           
|                                |               |               |              
|Expenses                        |               |               |              
|Management fees                 | 180,000       | 140,000       | 150,000      
|Legal, accounting and audit     | 46,280        | 20,595        | 19,912       
|Salaries and benefits           | 24,839        | 7,323         | 36,161       
|Office and miscellaneous        | 18,751        | 17,108        | 15,651       
|Regulatory and transfer fees    | 8,735         | 15,011        | 13,521       
|Rent                            | 7,090         | 5,153         | 13,013       
|Finance, interest and foreign   |               |               |              
|exchange                        | 3,202         | 8,908         | 14,279       
|Telephone                       | 2,404         | 3,635         | 14,365       
|Travel, meals and entertainment | 2,357         | 7,807         | 953          
|Shareholder communication       | 1,678         | 17,476        | 5,209        
|Advertising and promotion       | 692           | 50            | 1,147        
|Software development            | 0             | 200,000       | 0            
|Consulting and geological fees  | 0             | 0             | 10,082       
|Depreciation                    | 6,686         | 6,687         | 9,190        
|                                | 302,714       | 449,753       | 303,483      
|Loss Before Other Items         | (201,763)     | (449,753)     | (303,483)    
|                                |               |               |              
|Other Items                     |               |               |              
|Interest income                 | 1,421         | 356           | 420          
|Gain on disposal of equipment   | 0             | 0             | 7,235        
|Gain from cancellation of an    |               |               |              
|option                          | 0             | 0             | 4,712        
|Gain on sale of securities      | 104,295       | 0             | 0            
|Abandonment of subsidiary       | 55,872        | 0             | 0            
|                                |               |               |              
|                                | 161,588       | 356           | 12,367       
|                                |               |               |              
|Net Loss                        | (40,175)      | (449,397)     | (291,116)    
|Deficit, Beginning of Year      | (21,895,822)  | (21,446,425)  | (21,155,309) 
|                                |               |               |              
|Deficit, End of Year            | $(21,935,997) | $(21,895,822) | $(21,446,425)
|                                |               |               |              
|Weighted Average Number of      |               |               |              
|Common Shares                   | 8,446,237     | 3,701,242     | 652,905      
|                                |               |               |              
|Basic Net Loss Per Common Share | $ 0.00        | $ (0.12)      | $ (0.45)     





53



See notes to financial statements.



---

LUCKY 1 ENTERPRISES INC.

Statements of Cash Flows

Year Ended December 31



|                                           | 2003      | 2002       | 2001      
|------------------------------------------ | --------- | ---------- | ----------
|Operating Activities                       |           |            |           
|Net loss                                   | $(40,175) | $(449,397) | $(291,116)
|Items not involving cash                   |           |            |           
|Depreciation                               | 6,686     | 6,687      | 9,190     
|Stock-based compensation                   | 3,460     | 0          | 0         
|Write-down of mineral properties           | 4         | 0          | 0         
|Gain (loss) on disposal                    |           |            |           
|of equipment                               | 0         | 0          | (7,235)   
|Gain on sale of securities                 | (104,295) | 0          | 0         
|Gain (loss) from cancellation of an option | 0         | 0          | (4,712)   
|Abandonment of subsidiary                  | (55,872)  | 0          | 0         
|                                           | (190,192) | (442,710)  | (293,873) 
|Change in Non-Cash Working Capital         |           |            |           
|(note 10)                                  | (1,591)   | (125,713)  | 74,466    
|                                           |           |            |           
|Cash Used in Operating Activities          | (191,783) | (568,423)  | (219,407) 
|                                           |           |            |           
|Financing Activities                       |           |            |           
|Issue of shares, net of issue costs        | 752,997   | 322,000    | 176,334   
|Finders fee                               | (45,000)  |            |           
|Subscription shares                        | 0         | 250,000    | 27,000    
|Cash Provided by Financing Activities      | 707,997   | 572,000    | 203,334   
|                                           |           |            |           
|Investing Activities                       |           |            |           
|Proceeds on sale of marketable securities  | 354,295   | 0          | 0         
|Proceeds on the disposition of             |           |            |           
|equipment                                  | 0         | 0          | 7,839     
|Purchase of interest in long-term          |           |            |           
|Investment                                 | (25,000)  | 0          | 0         
|Proceeds on intended cancellation          |           |            |           
|of an option                               | 0         | 0          | 4,712     
|Purchase of marketable securities          | (778,200) | 0          | 0         
|                                           |           |            |           
|Cash Provided by (Used in)                 |           |            |           
|Investing Activities                       | (448,905) | 0          | 12,551    
|                                           |           |            |           
|Inflow (Outflow) of Cash                   | 67,309    | 3,577      | (3,522)   
|Cash and Term Deposits, Beginning          |           |            |           
|of Year                                    | 6,364     | 2,787      | 6,309     
|                                           |           |            |           
|Cash and Term Deposits, End of Year        | $73,673   | $6,364     | $2,787    



54



See notes to financial statements.



---





LUCKY 1 ENTERPRISES INC.

Notes to Financial Statements

Years Ended December 31, 2003, 2002 and 2001







1.

NATURE OF OPERATIONS



The Company is a holding company incorporated in the province of British Columbia with interests in Lithium mineral properties located in Ontario and an investment in software for on-line gaming.  The Company received revenues resulting from its investment in online gaming software.



2.

GOING CONCERN



These financial statements have been prepared on the basis of accounting principles applicable to a "going concern", which assumes that the Company will continue in operation for the foreseeable future and will be able to realize its assets and discharge its liabilities in the normal course of operations.



At the request of the Company, the common shares of the Company were voluntarily delisted from trading on the CDNX at the close of trading on July 31, 2001.  The Company's common shares trade on the OTC Bulletin Board under the trading symbol of LKYOF.



The Company has incurred significant operating losses in prior years and has periodically had a working capital deficiency.  Management's efforts are directed at reducing overhead costs and pursuing opportunities of merit for the Company.  It is the Company's intention to pursue equity and debt financings in order to conduct its operations uninterruptedly.



These financial statements do not reflect adjustments that would be necessary if the "going concern" assumption were not appropriate because management believes that the actions already taken or planned will mitigate the adverse conditions.



If the "going concern" assumption were not appropriate for these financial statements, then adjustments would be necessary in the carrying values of assets and liabilities, the reported revenues and expenses, and the balance sheet classifications used.



3.

SIGNIFICANT ACCOUNTING POLICIES



(a)

Principles of consolidation



These financial statements include the accounts of Lucky 1 Enterprises Inc. and its    wholly-owned subsidiary Blue Rock Mining Inc. (Blue Rock), which was dissolved during 2003.



(b)

Use of estimates



The preparation of financial statements in conformity with Canadian generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amount of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from those estimates and would impact future results of operations and cash flows.

55





---



LUCKY 1 ENTERPRISES INC.

Notes to Financial Statements

Years Ended December 31, 2003, 2002 and 2001







3.

SIGNIFICANT ACCOUNTING POLICIES (Continued)



(c)

Mineral properties



The Company has previously been engaged in the acquisition, exploration and development of mineral properties.  The mineral properties were recorded at cost.  The costs relating to a property abandoned were written off when the decision to abandon was made.



(d)

Software development



The Company expenses all research and development costs when incurred until the product reaches technological viability, at which point all material research and developments costs are capitalized.  During the year, there were no material research and development costs incurred and capitalized.



(e)

Loss per share



Loss per share is calculated using the weighted average number of shares outstanding.  The dilutive effect of options and warrants is not reflected in net loss per share for 2003, 2002, and 2001 as the effect would be anti-dilutive.



(f)

Foreign currency translation



Amounts recorded in foreign currency are translated into Canadian dollars as follows:



(i)

Monetary assets and liabilities at the rate of exchange in effect as at the balance sheet date;



(ii)

Non-monetary assets and liabilities at the exchange rates prevailing at the time of the acquisition of the assets or assumption of the liabilities; and



(iii)

Revenues and expenses (excluding depreciation and amortization which are translated at the same rate as the related asset), at the average rate of exchange for the year.



Gains and losses arising from this translation of foreign currency are included in the determination of net loss for the period.



(g)

Marketable securities



Marketable securities are valued at the lower of cost and market at the balance sheet date.



The cost of marketable securities is $528,200 (2002 - $4).  The market value of these securities is $850,500.  The Company holds $520,000 (market value - $840,000) of common shares of its related party Las Vegas from Home.com Entertainment Inc.





56





---





LUCKY 1 ENTERPRISES INC.

Notes to Financial Statements

Years Ended December 31, 2003, 2002 and 2001







3.

SIGNIFICANT ACCOUNTING POLICIES (Continued)



(h)

Depreciation



Property and equipment are recorded at cost.  The Company depreciates its assets on the declining balance basis:



Furniture and equipment

- 20%

Computer equipment

- 30%



(i)

Stock-based compensation plans



Effective January 2002, the Company adopted the new Handbook recommendation in accounting for its employee stock option plans.  Options granted to employees are accounted for using the intrinsic value method where compensation expense is recorded when options are granted at discounts to market.  Options granted to non-employees are accounted for using the fair value method where compensation expense is calculated using the Black-Scholes options pricing model.



(j)

Revenue recognition



The Company earns revenues from customers of Las Vegas from Home.com Entertainment Inc. (Las Vegas) a related company, in accordance with an agreement which entitles the Company to 40% of revenues that are generated by Las Vegas from certain online games.  The Company recognizes revenues on an accrual basis.



(k)

Income taxes



The Company follows the liability method based on the accounting recommendations for income taxes issued by the Canadian Institute of Chartered Accountants.  Under the liability method future income tax assets and liabilities are computed based on differences between the carrying amount of assets and liabilities on the balance sheet and their corresponding tax values, using the enacted income tax rates at each balance sheet date.  Future income tax assets can also result by applying unused loss carry-forwards and other deductions.  The valuation of any future income tax assets is reviewed annually and adjusted, if necessary, by use of a valuation allowance to reflect the estimated realizable amount.



4.

FINANCIAL INSTRUMENTS



(a)

Fair value



The fair values of cash and term deposits, amounts receivable from related parties, accounts payable and accruals and amounts payable to related parties are assumed to approximate their carrying amounts because of their short term to maturity.  The fair value of marketable securities are assumed to approximate quoted market values, as disclosed in note 3(g).

57





---



LUCKY 1 ENTERPRISES INC.

Notes to Financial Statements

Years Ended December 31, 2003, 2002 and 2001







4.

FINANCIAL INSTRUMENTS (Continued)



(b)

Interest rate risk



The Company is not exposed to significant interest rate risk due to the short-term maturity of its monetary assets and liabilities.



(c)

Credit risk



The Company is not exposed to significant credit risk with respect to its cash and cash held on behalf of related party.



(d)

Market risk



The Company is exposed to significant market risk with respect to marketable securities if the marketable securities are delisted from public trading.



5.

DEPOSIT ON INVESTMENT



During 2003, the Company deposited $25,000 on an investment in the Inter Café Project, a business concept developed by Interfranchise Inc.  The agreement with Interfranchise Inc. requires an additional investment of $65,000 to acquire a 10% interest in the Inter Café Project.  During 2004, the Company invested the additional $65,000 and completed its acquisition of 10% interest in the Inter Café Project for a total investment amounting to $90,000.



6.

PROPERTY AND EQUIPMENT



2003AccumulatedCostDepreciationNetFurniture and equipment$126,494$119,002$7,492Computer equipment35,11229,5265,586$161,606$148,528$13,078






2002AccumulatedCostDepreciationNetFurniture and equipment$126,494$116,505$9,989Computer equipment35,11225,3379,775$161,606$141,842$19,764






58





---



LUCKY 1 ENTERPRISES INC.

Notes to Financial Statements

Years Ended December 31, 2003, 2002 and 2001







7.

MINERAL PROPERTY



Lithium



The Company has a 100% interest in Lithium properties located in the Nipigon area, Thunder Bay Mining Division of North Western Ontario.  During 2000, the Company wrote off the mineral properties.



8.

CAPITAL STOCK



(a)

Authorized

200,000,000 Common shares without par value

(b)

Issued



Numberof SharesAmountBalance, December 31, 1999415,83020,472,425Private placement166,667468,000Finder's fee1,3330Exercise of stock options for cash4,32235,658Balance, December 31, 2000588,15220,976,083Exercise of stock options for cash20,58334,990Exercise of warrants for cash88,340141,344Balance, December 31, 2001697,07521,152,417Private placements6,440,000322,000Shares issued for settlement agreement150,00027,000Balance, December 31, 20027,287,07521,501,417Private placement2,525,000985,000Finders Fee0(45,000)Shares Issued for settlement of debt89,98517,997Balance, December 31, 20039,902,060$22,459,414




59





---





LUCKY 1 ENTERPRISES INC.

Notes to Financial Statements

Years Ended December 31, 2003, 2002 and 2001







8.

CAPITAL STOCK (Continued)



During 2003, the Company entered into a non-brokered private placement with certain Company directors for 850,000 units of the Company's securities at the price of $0.10 per unit, for total proceeds of $85,000.  Each unit consists of one flow-through common share and one non-transferable share purchase warrant.  Each share purchase warrant entitles the holder thereof to purchase an additional common share at an exercise price of $0.15 per common share if exercised in the first year and at an exercise price of $0.20 per common share if exercised in the second year.



During 2003, the Company entered into a non-brokered private placement agreement with an investor in respect to the issuance of 1,125,000 common shares at a price of $0.40 per share for gross proceeds of $450,000.



During 2003, the Company entered into a Debt Settlement Agreement with a creditor.  A total of 89,985 common shares at a price of $0.20 per share have been issued in full satisfaction of the debt totalling $17,997 which was owed by the Company to the Creditor.  The shares are subject to a hold period expiring on September 3, 2004.



During 2003, the Company entered into a non-brokered private placement with an individual for 300,000 common shares at the price of $1.00 per share, for total proceeds of $300,000.  A finders fee of 10% was paid to an arms length third party in respect to this non-brokered Private Placement Financing.



During 2003, the Company entered into a non-brokered private placement with an individual for 250,000 common shares at the price of $0.60 per share, for total proceeds of $150,000.  A finders fee of 10% was paid to an arms length third party in respect to this non-brokered Private Placement Financing.



During the year ended December 31, 2002 there was a 5 to 1 share consolidation.

The number of shares has been adjusted to reflect these changes.



During 2002, the Company closed a non-brokered Private Placement Financing with certain Company directors and individuals for 6,440,000 units of the Companys securities at the price of $0.05 per unit, for total proceeds of $322,000.  Each unit consists of one common share and one non-transferable share purchase warrant.  Each share purchase warrant entitles the holder thereof to purchase an additional common share at an exercise price of $0.15 per common share if exercised in the first year, now expired, and at an exercise price of $0.20 per common share if exercised in the second year.



During March 2001, the Company entered into a brokered private placement agreement with an investor in respect to the issuance of 150,000 units of the Company at a price of $0.18 per unit for gross proceeds of $27,000.  Each unit was to consist of one common share and one non-transferable share purchase warrant.  Each share purchase warrant would have entitled the investor to purchase one additional common share for a period of two years at a price of $0.24 per common share.  The Company did not issue the 150,000 units.  During 2002, the Company executed a full and final settlement agreement with the investor whereby the Company issued to the investor 150,000 common shares.



60





---





LUCKY 1 ENTERPRISES INC.

Notes to Financial Statements

Years Ended December 31, 2003, 2002 and 2001





8.

CAPITAL STOCK (Continued)



(c)

Warrants



At December 31, 2003, the following warrants are outstanding.  The warrants entitle the holder to purchase the stated number of common shares at the exercise price.  Each warrant is entitled to one common share.

The expiry dates are as follows:



ExerciseNumber of WarrantsPrice
  
  20032002June 17, 2003 or$ 0.15June 17, 2004$ 0.202,700,0002,700,000August 30, 2003 or$ 0.15August 30, 2004$ 0.201,740,0001,740,000September 20, 2003 or$ 0.15September 20, 2004$ 0.202,000,0002,000,000December 31, 2004 or$ 0.15December 30, 2005$ 0.20850,0000




(d)

Stock options



The Company has a 2002 stock option plan under which 713,707 options are available for granting, of which 712,899 are outstanding as of December 31, 2003 year-end.  In addition, the Company has a 2003 stock option plan under which 968,708 are available for granting, of which none have been granted.



The following summarizes the employee and director stock options that have been granted, exercised, cancelled and expired during the years ended December 31, 2003, 2002 and 2001.  During 2003, the exercise price of 346,000 stock options was amended to US $0.15.

NumberExerciseof SharesPriceBalance, December 31, 200044,815$ 1.70 to $ 2.25 CDNYear ended December 31, 2001Options exercised(20,583)$ 1.70 CDNBalance, December 31, 200124,232$ 2.25 CDNYear ended December 31, 2002Options expired(3,867)$ 2.25 CDNOptions cancelled(2,666)$ 2.25 CDNBalance, December 31, 200217,699$ 2.25 CDNYear ended December 31, 2003Options granted696,000$ 0.15 US350,000$ 0.50 USOptions expired(350,000)$ 0.50 USOptions cancelled(800)$ 2.25 CDN


Balance, December 31, 2003712,899$ 0.15 US to $2.25 CDN










61



---



LUCKY 1 ENTERPRISES INC.

Notes to Financial Statements

Years Ended December 31, 2003, 2002 and 2001







8.

CAPITAL STOCK (Continued)



As at December 31, 2003 and 2002, the following stock options are outstanding.  The options entitle the holders to purchase the stated number of common shares at the exercise price with the following expiry dates:



ExerciseNumber of SharesExpiry DatePrice20032002March 21, 2004(amended price)$ 0.15 US346,0000April 9, 2004$ 2.25 CDN1,6592,459May 26, 2004$ 2.25 CDN4,2294,229September 23, 2004$ 0.15 US350,0000October 5, 2004$ 2.25 CDN3,2403,240February 3, 2005$ 2.25 CDN7,7717,771Total stock options outstanding$ 0.15 US to $2.25 CDN712,89917,699




The Company applies the Intrinsic Value Method in accounting for its stock options granted to employees, and accordingly, compensation expense of $3,460 (2001 - $0; 2002 - $0) was recognized as salaries expense.  During the year, certain options were repriced and as a result have become variable options and are accounted for accordingly.  Had compensation expense been determined under the fair value method using the Black-Scholes option - pricing model, the pro-forma effect on the Company's net loss and per share amounts would have been as follows:



Net loss, as reported$(40,175)Recognized under intrinsic value, as reported3,460Unrecognized fair value(67,582)Net loss, pro-forma$(104,297)Net loss per share, as reported$ (0.00)Net loss per share, pro-forma$ (0.01)




The fair value of each option grant is calculated using the following weighted average assumptions:



Expected life (years)1Interest rate3.00%


Volatility183.67%Dividend yield0.00%




Certain options are variable options as they were repriced during 2003 and 2002.



62





---



LUCKY 1 ENTERPRISES INC.

Notes to Financial Statements

Years Ended December 31, 2003, 2002 and 2001







9.

RELATED PARTY TRANSACTIONS



20032002Receivable from related partyLoan receivable from Las Vegas from Home.com Entertainment Inc., interest bearing at prime plus 1% per annum and payable on demand$0$26,821Payable to related partiesLoan payable to Las Vegas from Home.com Entertainment Inc., interest bearing at prime plus 1% per annum and payable on demand$(2,471)$0Cash held on behalf of Las Vegas from Home.com Entertainment Inc.(138,361)0Loan payable to Kalpakian Bros. of B.C. Ltd., interest bearing at prime plus 1% per annum and payable on demand(70,930)0Geological services payable to a company owned by a director0(17,997)Shareholder loans, interest bearing at prime plus 1% per annum and payable on demand0(15,048)$(211,762)$(33,045)




Related party transactions during the year:



(a)

Geological services were provided by a company owned by a director $0 (2002 - $60; 2001 - $3,112).



(b)

Management fees were paid to a company related by common management and directors $180,000 (2002 - $140,000; 2001 - $150,000).



(c)

The Company shares office space with Las Vegas from Home.com Entertainment Inc. ("LVH"), a company related by common management, directors and officers.



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LUCKY 1 ENTERPRISES INC.

Notes to Financial Statements

Years Ended December 31, 2003, 2002 and 2001







9.

RELATED PARTY TRANSACTIONS (Continued)



Paid to the Company



The Company charged LVH for its share of:



(i)

rent $0 (2002 - $0; 2001 - $35,670);



(ii)

payroll expenses $155,796 (2002 - $142,351; 2001 - $115,023); and



(iii)

other expenses $29,629 (2002 - $31,819; 2001 - $30,323).



Paid to LVH



LVH charged the Company for its share of:



(i)

rent $7,090 (2002 - $5,153; 2001 - $0).



(d)

Interest was charged for funds loaned to the Company by LVH $1,740 (2002 - $4,734; 2001 - $8,311).



(e)

Interest revenue was earned for funds loaned to LVH by the Company $1,387 (2002 - $303; 2001 - $0).



10.

CHANGE IN NON-CASH OPERATING WORKING CAPITAL



200320022001Receivables$0$0$2,900Receivable from related parties26,821(26,821)0Prepaids0050Payables and accruals(68,768)42,470(1,445)Payable to related parties40,356(141,362)72,961$(1,591)$(125,713)$74,466Supplementary informationInterest paid$4,164$6,491$10,509




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LUCKY 1 ENTERPRISES INC.

Notes to Financial Statements

Years Ended December 31, 2003, 2002 and 2001







11.

INCOME TAXES



20032002Future income tax assetNon-capital loss carry-forwards for Canadian purposes$3,237,000$4,666,000Excess of undepreciated capital cost over net book value of fixed assets637,000630,000Exploration expenditures for Canadian purposesUnused earned depletion base19,00019,000Unused cumulative Canadian exploration expenses2,380,0002,380,000Unused cumulative Canadian development expenses108,000108,000Unused cumulative foreign and development expenses217,000217,0006,598,0008,020,000Tax rate - 38.00% (2002 - 39.62%)2,507,2403,177,524Less:  Valuation allowance(2,507,240)(3,177,524)$0$0




The valuation allowance reflects the Company's estimate that the tax assets will likely not be realized and consequently have not been recorded in these financial statements.



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LUCKY 1 ENTERPRISES INC.

Notes to Financial Statements

Years Ended December 31, 2003, 2002 and 2001







11.

INCOME TAXES(Continued)



The Company has available approximate non-capital losses which may be carried-forward to apply against future income for Canadian tax purposes.  The losses expire as follows:



2004$556,0002005640,0002006725,0002007452,0002008319,0002009440,0002010105,000$3,237,000




The benefit of these losses has not been recorded in these financial statements.



12.

DIFFERENCES BETWEEN CANADIAN AND U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND PRACTICES



(a)

On April 30, 2003, the FASB issued Statement No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities.  Statement 149 is intended to result in more consistent reporting of contracts as either freestanding derivative instruments subject to Statement 133 in its entirety, or as hybrid instruments with debt host contracts and embedded derivative features.  In addition, Statement 149 clarifies the definition of a derivative by providing guidance on the meaning of initial net investments related to derivatives.  Statement 149 is effective for contracts entered into or modified after June 30, 2003.  The Company believes the adoption of Statement 149 will not have any effect on its consolidated financial position, results of operations or cash flows.



(b)

The financial statements have been prepared in accordance with accounting principles and practices generally accepted in Canada ("Canadian GAAP") which differ in certain respects from those principles and practices that the Company would have followed had its financial statements been prepared in accordance with principles and practices generally accepted in the United States of America ("US GAAP").



Under US GAAP, the accounting treatment would differ as follows:



1.

Exploration costs are expensed as incurred.  As a result, under US GAAP, there is greater expense in earlier periods and fewer write-downs in subsequent periods than under Canadian GAAP.

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LUCKY 1 ENTERPRISES INC.

Notes to Financial Statements

Years Ended December 31, 2003, 2002 and 2001







12.

DIFFERENCES BETWEEN CANADIAN AND U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND PRACTICES (Continued)



2.

The value of marketable securities is recorded at market value.  The value recorded under Canadian GAAP is the lower of cost and market.



For U.S. GAAP purposes unrealized gains and losses on marketable securities are recorded as a separate item in the stockholders equity section as other comprehensive income.  For Canada GAAP gains and losses are only recognized in the income statements when realized.



200320022001Net loss per Canadian GAAP$40,175$449,397$291,116Net loss per US GAAP40,175449,397291,116Other comprehensive income for US GAAP332,30000Comprehensive income$292,125$449,397$291,116






200320022001Effect on total assetsTotal assets under Canadian GAAP$778,312$52,953$55,422Available for sale securities recorded at cost for Canadian GAAP purposes and at fair value for US GAAP purposes (note 3(g))322,30000Total assets under US GAAP$1,100,612$52,953$55,422




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LUCKY 1 ENTERPRISES INC.

Notes to Financial Statements

Years Ended December 31, 2003, 2002 and 2001







12.

DIFFERENCES BETWEEN CANADIAN AND U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES AND PRACTICES (Continued)



200320022001Effect on shareholders' equity (deficiency)Shareholders' equity (deficiency) under Canadian GAAP$526,877$(144,405)$(267,008)Comprehensive income on available for sale securities recorded at cost for Canadian GAAP purposes and at fair value for US GAAP purposes322,30000Prior year accumulated  differences000Shareholders' equity (deficiency) under US GAAP$849,177$(144,405)$(267,008)




13.

COMMITMENTS



(a)

The Company has an equipment lease with minimum annual payments of $4,440 expiring in 2005.



(b)

The Company has a management services agreement with Kalpakian Bros of B.C. Ltd.  The remuneration for the services provided is $20,000 per month.  The agreement expires in October 2004 and is renewable.



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LUCKY 1 ENTERPRISES INC.



MARKETABLE SECURITIES - OTHER INVESTMENTS





Schedule I



December 31, 2003





Name of Issuer and Title of IssuerNumber of Shares/Principal Amount of BondsCostsMarket ValueAmount at Which The Portfolio is Carried in the BooksPrecision Assessment Technology50,000$     8,200$  10,500$     8,200Las Vegas From Home.com Entertainment Inc.4,000,000$ 520,000$ 840,000$ 520,000








As per the attached financial statements, the following investments were held at the end of December 31, 2003:



Investments

=   $528,200





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LUCKY 1 ENTERPRISES INC.



AMOUNTS RECEIVABLE/(PAYABLE) FROM RELATED PARTIES AND UNDERWRITERS

PROMOTERS AND EMPLOYEES OTHER THAN RELATED PARTIES



Schedule II



Name of DebtorBalance Beginning of PeriodAdditions(Collected)/ PaidAmount
Written offBalance
End of Period Receivable (Payable)2003J. Kalpakian$            (8,801)-$       8,801-$                   -B. Kalpakian(6,247)-6,247--Cash held in trust on behalf of Las Vegas From Home.com Entertainment Inc,-138,361--(138,361)Las Vegas From Home.com Entertainment Inc.26,821(2,471)26,821-(2,471)Kalpakian Bros.of B.C.-70,930--(70,930)W. Murton(17,997)-17,997--2002J. Kalpakian$                      -$         (8,801)$                 -$                    -$        (8,801)B. Kalpakian-(6,247)--(6,247)Las Vegas From Home(156,470)-183,291-26,821W. Murton(17,997)(60)--(17,997)2001J. Kalpakian$                     -$          28,200$   (28,200)$                   -$                   -Las Vegas From Home(86,621)(274,111)204,262-(156,470)W. Murton(14,825)(3,116)--(17,997)




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LUCKY 1 ENTERPRISES INC.



PROPERTY, PLANT AND EQUIPMENT AND

ACCUMULATED AMORTIZATION (DEPRECIATION AND DEPLETION) THEREOF



Schedules III and IV



Balance, Beginning of PeriodAdditionsDisposals and RetirementsOther ChargesBalance,
End of Period2003Property, plant & equipmentMachinery & equipment$        161,606---$              161,606Accumulated amortizationMachinery and equipment$     (141,842)$         (6,686)--$           (148,528)Net book valueMachinery & equipment$          19,764$         (6,686)--$                13,0782002Property, plant & equipmentMachinery & equipment$        161,606$                   -$                    -$                    -$              161,606Accumulated depreciationMachinery and equipment(135,155)(6,687)--(141,842)Net book valueMachinery & equipment26,451---19,7642001Property, plant & equipmentMachinery & equipment$       175,149$                   -$(13,544)$                    -$              161,606Accumulated depreciation and depletionMachinery and equipment(138,904)(9,190)12,940-(135,155)Net book valueMachinery & equipment----26,451


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Exhibit 8.



Explanation of how earnings per share are calculated



Earnings and Loss per share are calculated by dividing the net loss or profit by the total weighted average number of common shares outstanding.  The weighted average is obtained by dividing the remaining months left in the year by (12 months) as of the month that the shares were issued. (to get a weighted average for the year).



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Exhibit 10.1





CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Annual Report of Lucky 1 Enterprises Inc., (the "Company") on Form 20F for the period ended December 31, 2003 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Bedo H. Kalpakian, President of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:



(1)

the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and



(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Signed this 31st day of May 2004





Bedo H. Kalpakian

Bedo H. Kalpakian

President

Lucky 1 Enterprises Inc.





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